Terms and Conditions
These terms and conditions set out the basis for the use of the Website (as below defined) and the basis on which all sales of the Services (as below defined) by Volaro (as below defined) to the Buyer (as below defined) are effected. You should read these carefully and if you do not agree to them, you should not order any Services from this Website. In order to indicate your acceptance of these terms and conditions, click on the button marked “I Agree”. If you do not agree, you should exit the Website.
1. DEFINITIONS
1.1 “Buyer” means the third party who uses the Website and agrees to purchase Services from Volaro;
1.2 “Business Day” means a day, other than a Saturday or Sunday, on which clearing banks are open for a full range of services in London;
1.3 “Contract” means each contract between Volaro and the Buyer for the provision of Services incorporating these terms and conditions;
1.4 “Fare Contract” means an air fare net contract provided to Volaro by the Buyer in connection with the provision of the Services where, for the avoidance of doubt, (1) a Fare Contract is a new contract where it is first received from the Buyer for a specific airline or is a new seasonal contract for an airline that has already been received from the Buyer and (2) a Fare Contract amendment is an update to an inaccuracy which an airline has corrected in the details of a previously loaded Fare Contract provided by the Buyer;
1.5 “GDS” means a global distribution system which provides information, reservations, ticketing and other related services for air transportation within the travel industry;
1.6 “Good Industry Practice” means the exercise of that degree of skill and care which would reasonably be expected from a skilled and experienced operator seeking in good faith to comply with its contractual obligations and engaged in the same type of undertaking and under the same or similar circumstances;
1.7 “Services” means those automated airline contract fare loading services which the Buyer agrees to purchase from Volaro;
1.8 “Terms and Conditions” means the terms and conditions for the use of the Website and the provision of Services as set out herein;
1.9 “Volaro” means Volaro Limited (SC248578), of 10 Grange Place, Kilmarnock KA1 2AB, Scotland, UK, T/A ”Fayrnet.com”;
1.10 “Website” means the user interface and functionality made available on pages under the domain name “www.fayrnet.com”;
2. TERMS
2.1 These Terms and Conditions shall apply to the Buyer’s use of the Website and all Contracts for the provision of Services by Volaro to the Buyer and shall take precedence over and to the exclusion of any other documentation or communication from the Buyer.
2.2 Any variation to these Terms and Conditions (including any special terms and conditions agreed between Volaro and the Buyer) shall only be valid and enforceable if the same is agreed in writing by Volaro.
3. WEBSITE USE
3.1 Any use by the Buyer of the Website is subject to the following conditions:-
3.1.1 The Buyer agrees not to use the Website in such a way that disrupts, interferes with or restricts the use of the Website by other users.
3.1.2 The Buyer agrees not to upload, display or transmit any data through the Website which is unlawful or the use of which infringes the rights of any third party anywhere in the world.
3.1.3 The Buyer agrees not to change, modify, delete, interfere with or misuse data contained on the Website and entered by or relating to any third party user of the Website.
3.1.4 The Buyer agrees not to use the Website for any non-legitimate purpose nor otherwise than for the procurement by the Buyer of Volaro to provide the Services for bona fide transactions of the Buyer lawfully and properly to be entered into solely in connection with the Buyer’s business.
3.1.5 The Buyer agrees not to reverse engineer, decompile, copy or adapt any software or other code or scripts forming part of the Website or attempt to transmit to or via the Website any information that contains a virus, worm, trojan horse or other harmful or disruptive component.
3.2 The Website contains material which is owned by or licensed to Volaro including, but not limited to, the design, layout, look, appearance and graphics and any reproduction thereof is prohibited without the consent of Volaro.
3.3 All trademarks reproduced in the Website, which are not the property of or which are licensed to Volaro, are acknowledged on the Website and any unauthorised use thereof by the Buyer is prohibited.
3.4 Any unauthorised use of the Website may give rise to a claim for damages and/or be a criminal offence.
3.5 Volaro does not guarantee that the Website will always be available to the Buyer and accordingly the Website is made available strictly on the basis that (1) the Buyer accepts use of the Website on an 'as is' and 'as available' basis, (2) all warranties, conditions and undertakings, express or implied, whether by common law, statute, trade usage, course of dealings or otherwise in respect of the use of the Website are excluded to the fullest extent permitted by law and (3) Volaro excludes any liability, to the fullest extent permitted by law, in respect of any loss or damage resulting or arising from any non-availability for use of the Website or from reliance on the contents of the Website or any material or content accessed through it.
4. ORDERING
4.1 All orders by the Buyer for Services shall be made subject to these Terms and Conditions and shall be subject to acceptance by Volaro. Volaro may choose not to accept any such order in its entire discretion.
4.2 When ordering Services through the Website, the Buyer must complete the order process as follows:-
4.2.1 If the Buyer is a new customer, the Buyer must create an account with Volaro and log in;
4.2.2 Once the Buyer is logged in, the Buyer will be provided with the opportunity to identify the Buyer’s requirements for its order by following the step by step layout of the Website and to confirm their order and their acceptance of the Terms and Conditions;
4.2.3 Volaro will then by email and Website status update confirm receipt of the Buyer’s order;
4.2.4 In the event of Volaro identifying any queries in relation to the Buyer’s order, Volaro will by email and Website status update advise the Buyer and endeavour to resolve the query;
4.2.5 Unless Volaro confirms to the Buyer that it is unable to fulfil the Buyer’s order, Volaro will then (i) extract the data the subject of each Fare Contract which is the subject of the Contract, (ii) construct a structured data interface that the target GDS accepts and (iii) transfer such data to the target GDS for data loading, and a binding Contract shall be established.
4.2.6 Volaro will thereafter by email and Website status update confirm to the Buyer that performance of the Services has been effected.
5. PRICE AND PAYMENT
5.1 Volaro’s fees for the provision of Services (“the Fees”) shall be as specified from time to time to the Buyer. For the avoidance of doubt the Fees the subject of each Contract shall attract value added tax thereon if applicable.
5.2 The Fees of Volaro for the Services shall be charged to the Buyer on a monthly basis and are subject to the acceptance of the terms and conditions by the Buyer.
5.3 Without prejudice to all other remedies available to Volaro, in the event of the Buyer’s failure to make payment to Volaro in cleared funds of any sum due in terms of a submitted invoice within 7 days of the due date for payment specified therein, Volaro reserves the right to procure the removal from display of all loaded data to which the non-payment relates until such time as the Buyer remedies such non-payment.
5.4 Volaro reserves the right to charge interest for late payment in terms of the Late Payment of Commercial Debts (Interest) Act 1998.
6. PROVISION OF SERVICES
6.1 Volaro undertakes to the Buyer to provide the Services in accordance with Good Industry Practice.
6.2 Volaro will load all Fare Contracts the subject of each Contract to the target GDS as soon as possible and will use reasonable endeavours to perform such fare loads within one Business Day.
6.3 The Buyer and Volaro acknowledge that some Fare Contracts may require clarifications from the Buyer or contain special loading instructions and thus may require additional time to be loaded.
6.4 Volaro agrees to investigate and respond to any complaint of the Buyer in writing within a 5 business day period of receipt of any complaint.
6.5 Volaro undertakes to the Buyer that it will keep and maintain, for such period as is considered appropriate by Volaro, complete and accurate records in respect of (i) all Fare Contracts received from the Buyer by Volaro, (ii) all data provided by Volaro to the Buyer and (iii) all data exchanged between Volaro and any target GDS which relates to a Contract.
6.6 Volaro confirms to the Buyer that there are in force all necessary consents, licences and permissions as are reasonably necessary to enable the provision of the Services by Volaro.
7. RIGHTS OF VOLARO
7.1 Volaro reserves the right from time to time to alter the prices which are specified to the Buyer.
7.2 Volaro reserves the right to remove the provision of any part of the Services from the Website at any time subject always to the right of the Buyer to receive Services contracted and paid for prior to such removal.
7.3 Nothing contained in these Terms and Conditions shall operate to prevent Volaro from adding to or extending the nature of the Services which can be provided utilising the Website.
7.4 If at any time the Buyer is in default in the performance or observance of any of its obligations under these Terms and Conditions, Volaro shall be entitled, for so long as such default continues (but without prejudice to any of its other rights under these Terms and Conditions), to withhold any provision of the Services and to suspend the Buyer’s access to and use of the Website.
8. WARRANTY AND LIMITATION OF LIABILITY
8.1 Volaro warrants that the data it loads to the target GDS’s systems will accurately reflect the data it receives from the Buyer.
8.2 Save as below provided, Volaro shall not be liable to the Buyer for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with any provision of the Services.
8.3 Notwithstanding the generality of Clause 8.2 above, Volaro expressly excludes liability to the Buyer for consequential loss or damage or for loss of profit, business, revenue, goodwill or anticipated savings of the Buyer.
8.4 Without prejudice to Clause 8.5 below, Volaro’s entire liability to the Buyer under each Contract (whether in contract, delict or otherwise) will, in each case where such liability arises out of or in connection with the provision of the Services for which Fees are paid to Volaro by the Buyer, be limited to the amount of the relevant Fee rendered by Volaro to the Buyer for the Contract in question.
8.5 Volaro does not exclude liability for death or personal injury to the extent only that the same arises as a result of the negligence of Volaro, its employees, agents or authorised representatives.
8.6 Volaro accepts no liability whatsoever to the Buyer in circumstances where Buyer provides incorrect or inaccurate input data including, without prejudice to the foregoing generality, any air fare data, office ID data, corporate code details or mark up margin parameters which is subsequently loaded by Volaro in compliance with Clause 8.1 above.
9. BUYER’S OBLIGATIONS
9.1 The Buyer understands and agrees that the Services are to be provided on a “browser based” platform and that the Buyer is responsible for obtaining access to the Services through the Buyer’s own internet service provider (the airtime charges therefor being the Buyer’s responsibility) in conjunction with all compatible computer hardware and software of the Buyer required to achieve the same.
9.2 The Buyer irrevocably agrees and undertakes to indemnify Volaro from and against any and all damages, losses, expenses and costs attributable to any breach by the Buyer of these Terms and Conditions and any Contract thereunder including, without prejudice to the foregoing generality, the Buyer’s use or misuse of and access to the Website in connection with the provision of the Services.
9.3 The use of the Buyer’s account login key is personal to the Buyer and accordingly use of the same shall be restricted to the Buyer and the Buyer undertakes not to disclose or otherwise share such account login key with any third party.
9.4 The Buyer shall be bound to maintain full and accurate details of all authorised users of the account login key and to ensure that all such authorised users are properly notified of the requirement to comply with the Terms and Conditions.
9.5 If the person placing an order for Services is an employee of a third party organisation, by doing so that person warrants that he/she is properly authorised to purchase the Services on behalf of his/her organisation and acknowledges that such third party organisation will be treated as the Buyer under these Terms and Conditions.
10. GENERAL
10.1 If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be unenforceable, such unenforceability will not affect the remaining terms and conditions which shall remain in full force and effect.
10.2 Neither the Buyer nor Volaro shall be responsible for their failure to perform their obligations for reasons beyond its reasonable control, including but not limited to government regulations, fire, flood, car, civil war, terrorism or act of God. If either is affected by an event referred to in this clause it must inform the other in writing as soon as reasonably practicable.
10.3 These Terms and Conditions shall be governed by and construed in accordance with Scots Law and proceedings thereunder or under any Contract will be subject to the non-exclusive jurisdiction of the Scottish Courts.
10.4 The Buyer and Volaro agree to treat all information provided by the parties in accordance with the Terms and Conditions in accordance with the applicable laws and regulations governing the use of personal data, including without prejudice to the foregoing generality, the Data Protection Act 1998.
End of Terms and Conditions