1. DEFINITIONS

In this agreement, unless inconsistent with the text:

• Exclusive DMC shall mean Exclusive Destination Management Company Ltd and/or all its subsidiary companies, as indicated and amended from time to time, which trade under the Exclusive DMC brand;
• The Client shall mean any party, company, person or persons or any other entity, on behalf of whom the Agent request or books services with Exclusive DMC.
• The Agent shall mean any tour operator, travel agent, event organizer, wholesaler, individual or organization which deals with Exclusive DMC for the conclusion of any FIT, conference or group reservations on behalf of the Client;
• FIT Reservation shall have the meaning generally attributed to it within the travel and tourism industry being bookings made on behalf of Independent Travelers not forming part of a travel group;
• Group Reservations shall mean a reservation concluded on behalf of a group of travelers upon whose behalf the same or substantially similar travel and/or other ancillary arrangements are made collectively by the Agent;
• Commencement Date in respect of any reservation referred to in this agreement shall mean the date on which the first travel or touring activity in terms of such reservation is due to commence;
• Tariff shall mean the confidential Tariff issued by Exclusive DMC to the Agent from time to time.

2. RECORDAL

2.1 These terms and conditions limit the liability of Exclusive DMC to the Agent and the Client of the Agent, and all Reservations made with Exclusive DMC by the Agent or client are subject to these terms and conditions.

3. TARIFF

• Save for any patent error, Exclusive DMC shall be bound by the prices quoted in the Tariff, as amended, from time to time;
• Exclusive DMC shall be entitled, from time to time as it deems necessary and at its sole discretion, to alter the Tariff by amending the prices reflected in the Tariff. While Exclusive DMC will endeavour to notify affected parties of such changes, Exclusive DMC cannot warrant that this will take place the Agent is accordingly advised to check the applicability of prices before confirming any reservation with its own client;
• All bookings made by the Agent shall be subject to availability and written confirmation by Exclusive DMC.
• . The rates quoted in the Tariff are strictly private and confidential and shall not be disclosed by the Agent to any other party under any circumstances;
• In the event of it being necessary at any time and for any reason other than negligence on the part of Exclusive DMC, to utilize a courier service or incur any other expenses in order to deliver any documents or services to the Agent or any of the Agent’s clients, the costs incurred shall be borne by the Agent.

4. FIT RESERVATIONS AND CANCELLATION BY THE AGENT

• In order to secure a firm FIT Reservation, the Agent shall confirm each such reservation, in writing, not less than thirty days prior to The Commencement Date or such later date as Exclusive DMC may agree to, in writing;
• Should the Agent cancel any FIT reservation it shall do so, in writing, and no cancellation shall be of any effect unless and until such time it has been acknowledged and accepted and confirmed by Exclusive DMC , in writing, subject to the provisions of clause 4.4;
• The cancellation policies of the relevant products, services and suppliers, as amended from time to time, will be applicable;
• In the event of
  • the Agent canceling any confirmed FIT Reservation within forty five days of The Commencement Date a 100 % cancellation fee is applicable, more than 45 days of commencement date – 50 % cancellation fee is applicable, these are standard cancellation policies, apart from this any special cancellation may apply which is informed for any reservations out of standard cancellation policy.
  • any FIT Reservation being cancelled by Exclusive DMC by virtue of the Agent failing to effect payment of the whole of the cost of the FIT Reservation timeously, or being in breach of any other obligation to Exclusive DMC ;
  • the Agent shall be liable for cancellation fees equal to 100% of the price of the entire booking, which shall be payable forthwith;
  • It shall be at the sole discretion of Exclusive DMC whether to take any action to attempt to secure any such reduction or waiver, and nothing contained in this agreement shall be construed in any way as imposing any obligation upon Exclusive DMC to take any action whatsoever.
  • Exclusive DMC securing a reduction or a waiver of any such cancellation fee from any of its principals it shall, subject to the retention of a reasonable amount to cover the costs incurred by Exclusive DMC in making the reservation and securing the reduction or waiver of such cancellation fee, refund the amount of such reduction or waiver to the Agent;

5. PAYMENT FOR FIT RESERVATIONS

• the Agent shall ensure that the full price of any FIT Reservation is deposited with Exclusive DMC Bankers not less than thirty days prior to The Commencement Date;
• however, in the event of Exclusive DMC accepting an FIT Reservation within such period of thirty days, payment in respect of such reservation shall be made to Exclusive DMC Bankers within twenty four hours of the acceptance by Exlcusive DMC of the FIT Reservation but, in any event, by not later than The Commencement Date;
• All payments are to be made in the currency in which the booking is quoted and invoiced by Exclusive DMC and any costs of effecting payment, including any currency exchange gain or loss, shall be for the benefit or account of the Agent;
• Exclusive DMC shall not be under any obligation to issue any travel documents or other vouchers to the Agent or any of its passengers until such time as payment in full has been actually received by Exclusive DMC Bankers and credited to its account;

6. GROUP RESERVATIONS AND CANCELLATION BY THE AGENT

• In order to secure a firm Group Reservation, the Agent shall confirm such reservation not less than thirty five days prior to The Commencement Date or such later date as Exclusive DMC may agree to, in writing, in respect of any specific Group Reservation;
• Simultaneously with the confirmation of any Group Reservation the Agent shall supply Exclusive DMC , in writing, with a rooming list in such form as maybe required by Exclusive DMC;
• . The cancellation policies of the relevant products, services and suppliers, as amended from time to time, will be applicable;
• If the Agent wishes to cancel any Group Reservation it shall do so, in writing, and no cancellation shall be of effect unless and until it has been acknowledged and accepted by Exclusive DMC, in writing, subject to the provisions of clause 6.4 hereof;
• In the event of the Agent cancelling any confirmed Group Reservation
  • more than thirty days prior to The Commencement Date, the Agent shall be liable to pay to Exclusive DMC a cancellation fee equal to 50% of the cost of the reservation which has been cancelled;
  • less than thirty days prior to The Commencement Date or in the event of the Group Reservation being cancelled by Exclusive DMC due to the Agent failing to effect the required payment for the Group Reservation by the stipulated deadline, the Agent shall be liable to pay to Exclusive DMC a cancellation fee equal to 100% of the cost of the reservation which has been cancelled; and any such cancellation fee shall be payable forthwith;
  • however, in the event of Exclusive DMC securing a reduction or waiver of any such cancellation fee from any of its principals it shall, subject to the retention of a reasonable amount to cover the costs incurred by Exclusive DMC in making the reservation and securing the reduction or waiver of such cancellation fee, refund the amount of such reduction or waiver to the Agent;
  • nothing contained in this agreement shall be construed in anyway as imposing any obligation on Exclusive DMC to take any steps to secure any such reduction or waiver of cancellation fee as aforesaid, it being entirely within the discretion of Exclusive DMC as to whether it does so.

7. PAYMENT FOR GROUP RESERVATIONS

• the Agent shall ensure that the full price of any Group Reservation shall be deposited with Exclusive DMC Bankers not less than thirty days prior to The Commencement Date;
• Notwithstanding the foregoing in the event of Exclusive DMC accepting a Group Reservation within such period of thirty days, payment in respect of such reservation shall be made to Exclusive DMC Bankers not later than within twenty four hours of the acceptance by Exclusive DMC of the Group Reservation but, in any event by not later than The Commencement Date;
• All payments are to be made in the currency in which the booking is quoted and invoiced by Exclusive DMC and any costs in doing so, including any currency exchange gain or loss, shall be for the benefit or account of the Agent;
• Exclusive DMC shall not be under any obligation to issue any travel documents or other vouchers to the Agent or any of its passengers until such time on payment in full has been actually received by Exclusive DMC Bankers and credited to its account;

8. RESERVATION AMENDMENTS

• Any amendments to reservation bookings confirmed will incur change of booking fees in accordance with Exclusive DMC change of booking fee tariffs as amended from time to time.

9. CREDIT FACILITIES

• the Agent acknowledges that it shall not be entitled to any extension of time within which to effect payment of any amount due to Exclusive DMC in respect of any reservation or booking unless Exclusive DMC has agreed thereto specifically in writing and the Agent has

• delivered to Exclusive DMC a bank guarantee or paid to Exclusive DMC Bankers, a cash deposit for such amount which Exlcusive DMC may in its discretion deem reasonable;
• completed the Exclusive DMC standard credit application form used from time to time;
• acknowledged in writing that it will be bound by such terms and conditions as maybe imposed by Exclusive DMC at the time in respect of the granting of any such credit is given; and Exclusive DMC has agreed, in writing, to the extension of the applicable period for which credit will be granted;

• 2. Exclusive DMC shall, notwithstanding anything to the contrary herein contained, be entitled at any time to withdraw and/or vary the terms of any credit facilities which it has granted to the Agent.
• 3. Exclusive DMC shall be entitled, in the event of any payment not being made timeously, to charge interest on any overdue amount at the prime rate of interest charged on overdraft by the First National Bank of South Africa Limited from time to time.

10. CANCELLATION BY EXCLUSIVE DMC

• the Agent acknowledges that in keeping with the policy adopted by tour operators world wide, Exclusive DMC shall be entitled to cancel any FIT Reservation or Group Reservation prior to the commencement of the first activity booked in terms of such reservation, and in such case the entire amount paid by the Agent to that date shall be refunded by Exclusive DMC to the Agent forthwith and the Agent shall not have any further claim of any nature whatsoever against Exclusive DMC arising from such cancellation;
• Notwithstanding anything to the contrary contained herein, Exclusive DMC shall be entitled, should it deem necessary at its sole discretion, to amend any FIT Reservation or Group Reservation by providing alternate accommodation or other services to passengers concerned, to provide alternatives of the same quality or similar as those in respect of which the reservation was originally made.

11. EXCLUSION OF LIABILITY

• the Agent acknowledges and accepts that Exclusive DMC at all times acts only as an agent on behalf of its principals and accepts no liability for any loss or damages, whether to persons, their luggage or other items in their possession, or arising as a result of the exercise by Exclusive DMC of any of its rights in terms hereof and irrespective of whether such loss or damage has arisen as a result of disease, ill health, adverse weather conditions, force majeur, curtailment, act of God or any other cause whatsoever, including any loss which may be occasioned by the negligence of Exclusive DMC or any of its personnel or agents and the Agent hereby indemnifies Exclusive DMC and absolves it from any liability in respect of any claims which may be made against Exclusive DMC in respect of any such loss or damage which is brought by or through any client of the Agent;

12. DISPUTES

• A Dispute is defined as ‘an expression of dissatisfaction concerning the provision or quality of services or products related to the defined itinerary or program;
• In the event of a Dispute the Client shall
  • Immediately bring the Dispute to the attention of the relevant management, representative and supplier on the spot;
  • Contact the relevant Exclusive DMC consultant or in the case of an after-hours event, Exclusive DMC’s all hour travel assistance hotline;
  • Provide full details so that a timely and thorough investigation can be conducted and remedial action implemented by supplying original supporting documentation from the Hotel or Service, stamped on the letter head of the Hotel or Service by the Manager;
• Failure to follow this simple procedure will deprive Exclusive DMC of the opportunity to investigate and rectify the Dispute at the time it occurred and this may affect your rights under this contract;
• Any disputes received by Exclusive DMC more than 14 days after the original service or check out date, and those not accompanied by the required documents will not be processed.
• No funds may be withheld by the Agent because of pending Disputes which shall not be a valid reason for non settlement of due Invoices.
• Disputes not made in accordance with the above procedure will not be entertained.

13. INSURANCE

• the Agent shall ensure that at all times it and/or its clients take out adequate insurance, including medical insurance, to cover any loss or damages.

14. ACKNOWLEDGEMENTS BY THE AGENT

The Agent acknowledges that

• If any accommodation, excursion or other service which has been booked is not available for any reason whatsoever, Exclusive DMC shall be entitled to make similar alternative arrangements at the same price as that which is not available and no claim shall arise against Exclusive DMC as a result of such unavailability. Exclusive DMC shall endeavor to give prior notice of such alternative arrangements, where possible;
• Transportation used on scheduled and day tours will be determined based upon the number of passengers on tour, and Exclusive DMC reserve the right to use either smaller or larger vehicles at their sole discretion.
• Airlines and some vehicle operators limit the weight of the luggage which can be carried by any passenger and no claim shall arise against Exclusive DMC in the event of any passenger not being allowed to carry any luggage or being required to effect any payment for such excess luggage. Exclusive DMC limit luggage on guaranteed departure tours to 1 item of luggage, not exceeding 20kg in weight;
• The obligation to obtain a current and valid passport, all necessary visas and vaccinations is that of the passenger, and Exclusive DMC shall not be liable for any loss which any client of the Agent may suffer as a result of the Client failing to properly fulfill such obligations. Any costs which are incurred by Exclusive DMC in assisting such clients in obtaining such passport, visa or vaccination shall be recoverable from the Client, in advance. Exclusive DMC has no obligation to assist under such circumstances and shall do so at its sole discretion subject to the provisions of this paragraph;
• Any arrangements, for air travel, accommodation or other services which are made by Exclusive DMC on behalf of any client of the Agent are made subject to the standard terms and conditions of the relevant service provider, which shall be applicable to and binding upon the Agent and the Client of the Agent. Exclusive DMC, as agent on behalf of its principal, shall not be liable for any loss or damages which the Agent and/or any of its clients may not be able to recover from the service provider by virtue of the applicability of such terms and conditions;
• Exclusive DMC shall not refund any amount paid for any reservation made for the Agent or the Client of the Agent which is unused;
• The Client of the Agent shall be liable to pay, in advance, the costs of any reservations which are not included in the original itinerary
• It is the sole responsibility of the Agent and not Exclusive DMC to determine the suitability of a hotel or service for the Client.
• All bookings are subject to the terms and conditions in the original Exclusive DMC voucher.
• If the Client is holding a voucher other than the original Exclusive DMC voucher, the details in such voucher must match exactly the details in the original Exclusive DMC voucher. Falure to comply will mean that voucher will not be honored by Exclusive DMC and any services deemed non-refundable.
• The Agent assumes sole responsibility to account for the arrival and departure time of the Client for the hotel or service and convey to and make the necessary arrangements with Exclusive DMC in this regard. All variations are subject to availability and will not be accepted as confirmed unless concluded in writing.
• It is the Sole responsibility of the Agent to inform the Client of the terms and conditions of their booking which include but are not limited to cancellations, amendments, no-shows, early check in or check out and any fees which may be incurred as a result of any of the above.
• The number of Clients in each room may not exceed that of the original booking request including Adults and children (ages as specified) or be greater than the maximum allowed by the Hotel or Service. Exclusive DMC does not accept any liability for the consequences related to any variance in the number of Clients .
• It is the sole responsibility of the Agent to inform the Client of these and all terms and conditions related to any booking.

15. VARIATIONS

• the Agent acknowledges that these terms and conditions are incorporated in and form part of the Tariff and that they may be altered from time to time. the Agent accordingly acknowledges that the provisions of this agreement shall be deemed to be amended from time to time as and when the terms and conditions on which Exclusive DMC trades are amended and to such, extent this agreement shall be deemed to be varied from time to time as reflected in the Tariff.

16. JURISDICTION AND APPLICABLE LAW

• Any dispute, regardless of nature, which may arise from any reservation made by the Agent with Exclusive DMC, shall be subject to and governed by the laws of England and Wales. the Agent consents to the exclusive jurisdiction of the Courts of for the resolution of any such dispute.

17. AMENDMENTS

• This agreement embodies the entire understanding of the parties and there are no terms, conditions or warranties, whether express or implied, other than those contained herein. Any amendment, addendum or annexure to this agreement shall, subject to the provisions of clause 13.5, be void unless reduced to writing and duly signed by all parties to such amendments, addendums or annexure.

18. INDULGENCES

• In the event of any extension of leniency, time or indulgence under the terms of this agreement, such extension shall be without prejudice to the rights of the parties to this agreement and they shall be entitled to enforce their rights, in terms of this agreement at any time.