PROFORMA OF AGREEMENT

M/s. Etravel Online Private Limited, a Etravel incorporated under the provisions of
the (Indian) Companies Act, 1956, and having its registered office at 301, Anjali
Building, French Bridge, Opera House, Mumbai 400 007, India, (hereinafter referred
to as Etravel/XIBE), which expression shall, unless repugnant to the context, and
meaning thereof, mean and include its successors and assigns of the First Part
And
______________________________(tour operator/travel agent), a Etravel incorporated
under the provisions of the (Indian) Companies Act, 1956, and having its registered
office________________________________________________, (hereinafter referred to as
Agent), which expression shall, unless repugnant to the context, and meaning
thereof, mean and include its successors and assigns of the Second Part

WHEREAS:
A. The Etravel is a travel Etravel, interalia, engaged in providing tour and travel
packages through their portal by the name XIBE addressed as www.xibe.co.in
and wishes to offer its travel services through its portal XIBE to travel agents
and/or tour operators to buy travel services such as: conduct bookings of hotel
rooms, resort services, excursions and transport services from the Etravel etc.
B. The Agent has represented that it is an independent professional Travel and
Tour Operator engaged in same industry as of the Etravel, i.e. Tours and Travel
arrangements and has approached Etravel to avail the Companies services by
accessing the Portal Xibe for a consideration.
C. The Etravel have agreed to the aforesaid proposal of the Agent to avail the
access to the Etravels exclusive portal XIBE on agreement basis as an agent of
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the Etravel under the terms and conditions set out in the Agreement and the
said Agreement, Documents comprising of interalia the said Agreement, NDA,
XIBE implementation form, Scope of Services, Etravel proposal, terms and
condition reflected on the portal XIBE and all written modifications thereto
shall together be termed as Contract.
D. This agreement may not be modified, supplemented or amended, in any
manner, except by written agreement signed by both parties.
E. The said Contract, interalia, provides for grant of access to the Secured
portal/site named as XIBE by the Etravel, in its absolute discretion, to the
Agent to the extent as stipulated in the Agreement against the usage/bookings
made/services availed/make use of the portal/website XIBE and on the
terms and conditions hereinafter mentioned.
NOW THIS AGREEMENT WITNESSETH HEREWITH AND IT IS HEREBY AGREED
BY AND BETWEEN THE PARTIES HERETO AS UNDER:
1. This agreement may not be modified, supplemented or amended, in any
manner, except by written agreement signed by both parties.
2. Bank account details of Etravel for effecting transfer shall be
NAME OF ACCOUNT: Etravel Online Pvt Ltd.
NAME OF BANK/ADDRESS:
HDFC BANK LTD, FORT BRANCH, MUMBAI 400 001
INR A/C NO: 00602320020056
USD A/C NO:

00602800000044

GBP A/C NO:

00608590000034

EURO A/C NO: 00608360000048

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SWIFT CODE NO: HDFCINBBXXX

3. TERMS OF BOOKINGS
5.1 All requests by the agent shall be made using the Online Booking System
or by email.
5.2 Confirmation from XIBE PORTAL should be checked by the AGENT upon
receipt and Failure to cancel the confirmation of a requested hotel,
excursion & transfer/service within the applicable deadline will result in
charges applicable, which shall be mandated to be paid by the AGENT.
5.3 The agent shall intimate Etravel about the services required by sending a
complete booking form. On confirmation of the booking by the Etravel, the
Etravel shall issue a separate invoice for each booking to the agent.
5.4 That in the event of a booking being modified or the iternary changed,
the Etravel shall issue a credit note and a fresh invoice for such modified
tour program.
5.5 The invoices shall be retrieved online by the agent and the same shall be
produced by the end user at the time of commencement of such tours.
5.6 The fresh invoices so retrieved after modified travel plan will be paid in
full before the payment deadlines date/CHECK-IN date unless a deposit is
in place.
5.7 Non-payment may result in legal action against the Client plus the
cancellation of future services.
5.8 All reservations are subject to availability. The Promotor is obliged to
send a written confirmation or refusal to the Agent within 48 hours of a
previewed booking.

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5.9

The Etravel reserves the right to cancel the booking in the event of the

failure of the agent to remit the entire amount to the Etravel before 2 days of
travels
5.10 The Etravel reserves the right to alter the travel services which does not
affect the standard of the services provided. The Etravel will notify in
writing and obtain binding acceptance of this change from the Agent before
commencement of the tour program.

4. TERMS OF DEPOSIT & PAYMENT TERMS

6.1 The agent will be given credit equivalent to the deposit/setup fee given to
Etravel and will be authorized to use the Etravel system to make bookings.
6.2 This Deposit shall be subject to change from time to time when Etravel
has carried out a periodic review of the outstanding debt and monthly
turnover of the Agent.
6.3 The agent shall ensure that the entire amount outstanding in its account
is paid to Etravel on 25th day of each month and/or within 48 hours from
the date such credit limit is exhausted.
6.4 That exceeding the credit limit and non payment of outstanding amount
as mentioned herein above, shall result in suspension of account &
restriction/ban on the agent to use the Online Booking System.
6.5 It is the responsibility of the Agent/Agent to observe all payment cost
such that the amount ultimately received by Etravel is not less than the
amount Invoiced.
6.6 The agent shall issue one month prior notice to Etravel for withdrawing
the Deposit, if so required.
6.7 Etravel shall release the amount only after deducting the amount of the
pending Invoices and charges/penalties, if any within 60 days of receipt of
said notice.

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6.8

Prices of accommodation, excursion and transfer are quoted in USD,

EURO, GBP & INR as per the destination or resort taxes, tourism fees of
cities would be paid directly by the customer at the hotel.
6.9 XIBE products and services will be supplied at net rates and inclusive of
service tax.
6.10 In the event the total payment is not remitted by the Agent to Etravel
before 7 days of the commencement of the tour, then the Etravel may either
cancel the booking or levy a fine of Rs. _100_ /$5 per day for the delay in
remitting the amount, till the total is received, prior to the commencement
of the tour.
6.11 In case of last Minute tours the Agent shall pay the whole amount at
least 3 days before the beginning of the tour. The agent shall send a proof of
payment by fax to the Etravel to confirm this booking.

5. TERMS OF CANCELLATION & AMENDMENTS OF BOOKINGS

7.1

ETRAVEL must receive all amendments/cancellations by 16:00 Indian

Standard Time.
7.2
Cancellations during trade fair & special event periods may be different
from the standard cancellation policies & will be advised at the time of
booking.
7.3
Cancellations will be as per the Hotel Policies.
7.4
The Agent alone shall be responsible to his customer/clients for all
liabilities including any loss caused in course of the tours and the agent shall
keep the Etravel indemnified thereto.
7.5
If the reservation is canceled by the agent, the cancellation charges shall
be as under:
30- 16 days before arrival date 30 % of the total price of the travel services.
15- 8 days before arrival date 50 % of the total price of the travel services.

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7- 3 days before arrival date - 90 % of the total price of the travel services.
less than 3 day before arrival date 100 % of the total price of the travel
services.

in the event of such cancellation the Agent shall not be entitled to receive any
commission, and Etravel reserves its right for recovering any additional
charges incurred by them on account of such cancellation.

6. EQUIPMENT, MATERIALS AND WORKSPACE

8.1.

ETRAVELs assigned staff will be on site for the training of the portal.

8.2.

On site will be < agency physical location address>.

8.3.

AGENT agrees to provide an adequate working space, when required.

8.4.

Equipment and software for on-site ETRAVEL personnel to provide such

training will be provided by AGENT.

8.5.

When AGENT and ETRAVEL agree that remote access to systems is

required, AGENT will provide the necessary remote access security to enable
ETRAVEL access to the appropriate AGENT systems.

9. REVIEW, APPROVAL, AND ACCEPTANCE PROCESS

9.1.

Unless otherwise noted in this contract or agreed upon in writing by both

parties, acceptance testing will be performed on-site, on AGENTs platform.

9.2.

Prior

to

acceptance

testing,

ETRAVEL

will

furnish

AGENT

with

documentation (starters kit) of the deliverable item.

9.3.

The review, approval, and acceptance process for all project deliverables

as specified in scope of services will be the responsibility of AGENT.

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10.

CHANGE REQUEST PROCESS

a. ETRAVEL and AGENT will implement a change request process to manage

issues and changes during the life of the project. A change request must be in
writing to document the potential change.
b. The change will be reviewed and, if acceptable to AGENT, ETRAVEL will submit
to AGENT an estimate of the charges and the anticipated changes in the
delivery schedule that will result from the proposed change in the scope of
work.
c. ETRAVEL will continue performing the services in accordance with the original
agreement, until the parties agree in writing on the change in the scope of
work.
d. Change orders that involve changes to the scope of services or that result in a
requirement for additional project funding will require approval by AGENT.
e. Once both parties approve a change, a change order shall be issued in writing
prior to implementation.
f. All change orders will be logged and tracked.
g. Steps for the change control process:
1) Complete a write-up for the proposed change and submit copies to ETRAVEL
and AGENTs Project Managers who will in turn provide to relevant parties
for assessment.
2) Investigate the impact of the proposed change and evaluate the impact of
not performing the change.
3) Prepare a response to the proposed change.

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4) ETRAVEL and AGENT agree whether the change should be performed and
obtain authorization sign-off of the change request. The appropriate
document is created.
h. If the change is not accepted:
1) ETRAVELs Project Manager will discuss and document the issue with
AGENTs Project Manager.
2) The proposed change can be modified and re-submitted or withdrawn if it is
agreed to be non-essential. In this case the reasons will be documented.
i. If the change is accepted:
1) Once the change request has been approved and signed, work may begin,
unless the change results in a change to the price, schedule or both. If such
is the case, work will not proceed until such time as the document is
modified and signed off on by the authorized parties.
2) ETRAVELs Project Manager and AGENTs Project Manager will adapt project
plans to incorporate approved changes.
3) Each change request duly authorized in writing by AGENT and agreed to by
ETRAVEL will be deemed incorporated into and part of this contract.
4) Progress on the change requests will be reported at progress meetings or, for
those cases where those meetings do not occur, status reports to all
pertinent parties will be furnished.
j. Both ETRAVEL and AGENT must sign off that a change has been completed.
k. The log will be updated.
l. The log will be supplied at the progress meetings or, in those cases where those
meetings do not occur, the log update information will be included in the
status reports to AGENTs Project Manager.
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11.

INDEMNITY

11.1.

the agent hereby indemnifies Etravel/XIBE in respect of any loss or third

party claim raised by any party including cancellation charges.

11.2.

The agent hereby indemnifies ETravel/XIBE for any loss caused/ claim

raised by any party in respect of any incomplete/ inaccurate/ false information

provided by the end user of the agent in respect of the booking done through
the agent via XIBE booking system.
11.3.

Etravel will not be liable to the client if agent or the service provider is

unable to fulfill a booking by reason of fire, earthquake, flood, snowstorm,

epidemic, explosion, strike, civil disturbance, war, and act of god, any
failure/delay of any transportation, power /communication system or any
similar events beyond control.
11.4.

Etravel will always, in any of these circumstances do their best to provide

alternative arrangements or refund any sum already paid unless Etravel is

bound by contract with their suppliers which prelude obtaining a refund from
them to pass onto the client.

12.

DURATION AND TERMINATION OF CONTRACT

12.1.

This agreement is initially made for 1 year.

12.2.

Either party can terminate this agreement by giving one/three month

prior notice in writing to the other party.

12.3.

This contract may be terminated by mutual consent of both parties with

a specific writing executed between the parties

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12.4.

This contract will be terminated with immediate effect in case of non-

payment for the scope of services provided by ETRAVEL to the AGENT.

12.5.

AGENT by written notice of 30days to ETRAVEL may terminate the whole

or any part of this contract:

12.5.1

If ETRAVEL fails to provide services required by this contract within

the time specified or any extension agreed to by AGENT; or

12.5.2

If ETRAVEL fails to perform any of the other provisions of this

contract, or so fails to pursue the work as to endanger performance of

this contract in accordance with its terms.
In any circumstances, on the termination of this contract, the set-up fee
of XIBE will be non-refundable. The floating deposit maintained with ETRAVEL
will be refunded within a week after the termination of contract and after
deducting the dues/ charges receivable by the Etravel.
12.6 Either party can terminate this agreement with immediate effect when:
12.6.1

The other party has committed breach of the terms of the agreement

12.6.2

in the event agent is declared as bankrupt

13.

RENEWAL

The agreement shall automatically be renewed, unless a notice is received by Etravel

atleast 30 days prior to the expiry. On failure to send such notice, the AGENT will
receive invoice from ETRAVEL for the next year, which shall be deemed renewal
subject to agent paying annual subscription within 15 days of the contract renewal
as per the terms agreed in the proposal form sent alongwith the said invoice.

14.

SEVERABILITY

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If any term of this contract is declared to be illegal or unenforceable by a court

having jurisdiction, the validity of the remaining terms will not be affected and, if
possible, the rights and obligations of the parties are to be construed and enforced
as if the contract did not contain that term.

15.

ASSIGNMENT AND SUBCONTRACTS

ETRAVEL may not assign or otherwise transfer or delegate any right or duty without
AGENTs written consent. However, ETRAVEL may enter into subcontracts provided
that any such subcontract acknowledges the binding nature of this contract and
incorporates this contract, including any attachments. ETRAVEL will not have the
authority to contract for or incur obligations on behalf of AGENT.

16.

FORCE MAJUARE

16.1.

In the case of partial or complete breach of contract, caused by

unforeseeable events such as fire, war, natural disaster, or any other acts of
God, as well as legal actions taken by the state, which may have an impact on
the fulfillment of the contract the parties are not responsible for non
performance of this agreement. However the promotor shall Endeavour to
provide alternate arrangements or refund the amount to the agent. This refund
however shall be subject to the terms and contract entered into between the
Etravel

with their suppliers which may even provide for a non refund of

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amounts by the supplier and in which event the promotor shall also not be
liable to refund the amount to the agent.
16.2.

The Party which is unable to fulfill its responsibilities because of the

unforeseen forces is obliged to inform the other party immediately but not later
than 3 days from the moment the unforeseen forces has occurred.

17.

GOVERNING LAWS and LEGAL JURISDICTION

17.1.

This Agreement shall be governed by the Indian laws.

17.2.

Any dispute or matters which arising from this agreement shall be

subject to the exclusive jurisdiction of courts in Mumbai

17.3.

18.

ARBITRATION CLAUSE - ADVISABLE

NOTICE

Notices in respect of this agreement shall be termed to sent at proper address

when address and sent by register post on below mentioned address
Etravel Online Pvt Ltd
301, Anjali building,
French Bridge,
Opera House,
Mumbai - 400007.

(AGENT)
______________________
______________________
______________________
______________________

The parties hereby covenant to inform the other party in writing in case of any
change in the address.

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19.

BREACH OF CONTRACT
This contract will be considered ended if the Client does not pay any amount

owed by the agreed payment date, ceases to trade, threatens to trade, goes into any
form of liquidation, starts to be run by appointed receiver or admin trader breaches
any of the obligations contained within this an/or any other terms or those not
remedy that breach within 7days of XIBE advising of the breach.

20.

TERMS AND CONDITIONS

The terms and conditions that are shown on Etravel.co.ins website and/or

supplied directly to the Client by XIBE are deemed to be a part of this contract

1. ATTORNEY FEES

In the event a lawsuit is instituted by either partys to obtain performance due of any kind under
this contract, on behalf of ETRAVEL, the AGENT will bear reasonable attorney fees and costs in
connection with the lawsuit.
CONFIDENTIALITY

Absent a court order, ETRAVEL agrees not to use or disclose any information it receives from
AGENT under this contract that AGENT has previously identified as confidential or exempt from
mandatory public disclosure except as necessary to carry out the purposes of this contract or as
authorized in advance by AGENT. Absent a court order, AGENT agrees not to disclose any
information it receives from ETRAVEL that ETRAVEL has previously identified as confidential and
which AGENT determines in its sole discretion is protected from mandatory public disclosure. The
duty of AGENT and ETRAVEL to maintain confidentiality of information under this section
continues beyond the term of this contract, or any extensions or renewals of it.

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COMPLIANCE WITH PUBLIC RECORDS LAW

ETRAVEL understands that, except for disclosures prohibited in Section 16, AGENT must disclose
to the public upon request any records it receives from ETRAVEL. ETRAVEL further understands
that any records that are obtained or generated by ETRAVEL under this contract, except for records
that are confidential under Section 16, may, under certain circumstances, be open to the public
upon request. ETRAVEL agrees to contact AGENT immediately upon receiving a request for
information and to comply with AGENTs instructions on how to respond to the request

INDEPENDENT ENTITY

ETRAVEL is an independent entity under this contract and is not a AGENT employee for any
purpose. ETRAVEL retains sole and absolute discretion in the manner and means of carrying out
ETRAVELs activities and responsibilities under this contract, except to the extent specified in this
contract.

NONDISCRIMINATION AND COMPLIANCE WITH LAWS

ETRAVEL agrees to comply with all applicable laws, rules, regulations and policies, including those
relating to nondiscrimination, accessibility and civil rights. ETRAVEL shall have and keep current at
all times during the term of this contract all licenses and permits required by law.

PAYMENTS
The contractual amount to be paid for this project shall constitute the entire compensation due
to ETRAVEL for the service and all of ETRAVEL's obligations regardless of the difficulty,
materials or equipment required. The contractual amount includes fees, licenses, overhead,
profit and all other direct and indirect costs incurred or to be incurred, by ETRAVEL, except as
noted in this section of the contract.
a. A valid change request processed in accordance with this contract may modify the
contractual amount.
b. The cost of the project is firm for the duration of the contract and is not subject to escalation
for any reason, unless this contract is amended, or a valid change request is processed in
accordance with this contract.
c. The project cost will be billed by ETRAVEL to AGENT, and is due directly to AGENTs
acceptance of agreed upon deliverables as specified in the scope of services.
d. Payment will be made upon receipt of invoices from ETRAVEL.
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e. The final cost of each billing will be as specified in the scope of services.
f. AGENT will be allowed to process each payment as per the floating deposit with ETRAVEL.
g. No claim for additional services, not specifically provided herein, will be allowed by AGENT
except to the extent provided by a valid change order or amendment to this contract.

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