Core Global Terms of Service

1. Parties and Contract Structure

1.1  These Terms and Conditions govern the provision of business travel management services, travel technology solutions and related services by the applicable Direct Travel contracting entity identified in the applicable Order Form (“Direct Travel”, “we”, “us” or “our”) to the customer identified in the applicable Order Form (“Customer”, “you” or “your”).

1.2  Together, the applicable Order Form and these Terms constitute the entire agreement (the “Agreement”) between the parties in relation to the Services.

2. Services

2.1 Direct Travel provides business travel management services (the “Services”), which may include: travel reservation and booking services; air, rail, hotel, ground transportation and ancillary travel arrangements; online booking tools and travel technology solutions; reporting and analytics; traveller support services; VIP and executive travel services; visa and travel support services where expressly agreed; and related travel management services.

2.2 The specific Services purchased by Customer will be set out in the applicable Order Form.

2.3 Direct Travel may utilise affiliated companies, network partners, subcontractors and third-party technology providers in the delivery of the Services.

3. Travel Bookings and Travel Suppliers

3.1 Direct Travel acts as an intermediary in arranging travel services provided by airlines, hotels, rail operators, car rental providers and other travel suppliers (“Travel Suppliers”).

3.2 All travel arrangements are subject to the applicable terms and conditions of the relevant Travel Supplier. Except where expressly agreed otherwise in the applicable Order Form, Direct Travel acts solely as an agent for the relevant Travel Suppliers and does not provide, own or operate the underlying travel services purchased by Customer.

3.3 Customer acknowledges that Travel Suppliers are independent third parties and that Direct Travel is not responsible for the acts, omissions, failures, delays, insolvency or performance of any Travel Supplier.

3.4 Travel availability, schedules, inventory, pricing, restrictions, fare rules and refund eligibility are determined by the applicable Travel Supplier and may change without notice prior to ticketing or confirmation. Direct Travel shall not be responsible for inaccuracies, delays or changes in information supplied by Travel Suppliers.

3.5 Refunds, credits, exchanges and cancellations remain subject to the terms and conditions of the applicable Travel Supplier and Direct Travel does not guarantee the availability of any refund, credit or waiver.

3.6 Travel tickets, confirmations and itineraries will be provided in electronic format unless otherwise agreed.

3.7 Unless expressly stated otherwise in the Order Form, the Services comprise business travel management and technology-enabled booking and servicing services only. They do not constitute a package, linked travel arrangement or other regulated travel product except to the extent required by mandatory applicable law.

4. Online Booking Tools and Technology

4.1 Where Customer receives access to an online booking tool, reporting portal or other travel technology solution, Direct Travel grants Customer a limited, non-exclusive, non-transferable right to use such services during the applicable service term.

4.2 Customer shall: (i) restrict access to authorised users; (ii) maintain the confidentiality of access credentials; (iii) remain responsible for all activity conducted through authorised accounts; and (iv) promptly notify Direct Travel of any unauthorised access or security incident.

4.3 Customer shall not: (i) reverse engineer, decompile or attempt to extract source code; (ii) create derivative works; (iii) resell or commercially exploit the technology; (iv) scrape, harvest or systematically extract data; (v) interfere with platform security or integrity; or (vi) use the services in violation of applicable law.

4.4 Customer shall not access or use the Services for the purpose of competitive analysis, benchmarking, monitoring availability or performance, developing competing products or services, or otherwise exploiting the Services for commercial purposes unrelated to Customer’s internal business operations.

5. Customer Responsibilities

5.1 Customer shall: (i) cooperate with Direct Travel in connection with the Services; (ii) provide accurate traveller, booking and programme information; (iii) maintain appropriate travel policies and approval processes; (iv) promptly notify Direct Travel of any errors in information previously provided; and (v) obtain all necessary internal approvals for travel arrangements.

5.2 Direct Travel shall not be responsible for delays, errors or additional costs arising from inaccurate or incomplete information supplied by Customer.

6. Fees and Payment

6.1 Customer shall pay all fees, charges and travel costs specified in the applicable Order Form.

6.2 Unless otherwise stated: (i) invoices are payable in accordance with the payment terms set out in the Order Form; (ii) all amounts are exclusive of applicable taxes; (iii) overdue amounts may accrue interest to the maximum extent permitted by law; and (iv) Direct Travel may suspend Services for non-payment of undisputed amounts.

6.3 Any invoice dispute must be notified to Direct Travel promptly and in any event within seven (7) days of receipt.

6.4 Direct Travel may receive commissions, incentives, overrides, rebates or other compensation from Travel Suppliers and related service providers. Such amounts belong solely to Direct Travel unless expressly agreed otherwise.

7. Service Changes and Pricing Adjustments

7.1 Direct Travel may review pricing where there is a material change to: (i) Customer travel volume; (ii) booking behaviour; (iii) distribution costs; (iv) supplier content costs; (v) technology costs; (vi) programme structure; or (vii) other material assumptions on which pricing was based.

7.2 Direct Travel will discuss any proposed pricing adjustment with Customer before implementation.

7.3 If Customer does not accept a material pricing adjustment, Customer may terminate the affected Services upon written notice.

8. Data Protection

8.1 Each party shall comply with applicable Data Protection Legislation.

8.2 Customer acts as the controller of traveller personal data and Direct Travel acts as processor except where Direct Travel independently determines the purposes and means of processing.

8.3 Direct Travel will process personal data solely for the purposes of providing, administering and improving the Services and fulfilling its legal and regulatory obligations.

8.4 Direct Travel may use de-identified, anonymised and aggregated data to operate, maintain, secure, analyse and improve its services.

8.5 Direct Travel may utilise industry-standard automation, analytics and AI-enabled tools in connection with the Services, provided appropriate safeguards are maintained.

8.6 Direct Travel may use de-identified, anonymised, aggregated and statistical information derived from the Services for service delivery, reporting, analytics, product development, operational improvement, machine learning support, security monitoring and business operations, provided such information does not identify Customer or any individual Traveler.

9. Intellectual Property

9.1 Direct Travel and its licensors retain all intellectual property rights in the Services, technology platforms, reports, methodologies, software, documentation and related materials.

9.2 Except as expressly stated, no intellectual property rights are transferred to Customer.

9.2 Customer retains ownership of its data, trademarks and proprietary materials.

10. Confidentiality

10.1 Each party shall keep confidential all Confidential Information received from the other party and shall not disclose such information except: (i) to employees, advisers, affiliates and subcontractors with a need to know; (ii) as required by law or regulatory obligation; or (iii) with the disclosing party’s prior written consent.

10.2 Confidential Information shall be used solely for the purposes of performing or receiving the Services.

10.3 These obligations survive termination of the Agreement.

11. Compliance

11.1 Each party shall comply with: (i) applicable laws and regulations; (ii) anti-bribery and anti-corruption laws; (iii) modern slavery legislation; (iv) applicable trade sanctions laws; (v) export control laws; and (vi) anti-money laundering laws where applicable.

11.2 Direct Travel may decline, suspend or terminate bookings or Services where Direct Travel reasonably believes that providing the Services may result in a breach of applicable sanctions, export controls or other legal requirements.

11.3 Customer shall provide such information as Direct Travel may reasonably require to comply with applicable sanctions screening, regulatory or compliance obligations.

11.4 Direct Travel shall not be liable for any delay, refusal or cancellation resulting from compliance with applicable laws, sanctions or regulatory requirements.

11.5  A material breach of this section shall constitute a material breach of the Agreement.

12. AI and Automated Features

12.1 Certain Services may incorporate automated tools, machine learning functionality, recommendation engines or AI-assisted features.

12.2 Such outputs are provided for informational and operational support purposes only.

12.3 Customer remains responsible for reviewing travel arrangements, policy decisions and business decisions based upon any automated output.

12.4 Direct Travel does not warrant that AI-generated outputs will be complete, accurate or error-free.

13. Limitation of Liability

13.1 Nothing in these Terms limits liability for: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any liability that cannot be excluded by law.

13.2 Subject to Section 13.1, neither party shall be liable for indirect, incidental, consequential, punitive or special damages, including loss of profits, revenue, business opportunity, anticipated savings, goodwill or data.

13.3 Direct Travel shall have no liability arising from: (i) acts or omissions of Travel Suppliers; (ii) Customer’s failure to follow Travel Supplier requirements; (iii) inaccurate information supplied by Customer or Travelers; (iv) Customer travel policy decisions; (v) travel disruptions outside Direct Travel’s reasonable control; or (vi) Customer’s use of third-party systems or services not provided by Direct Travel.

13.4 Direct Travel’s total aggregate liability arising out of or relating to the Services shall not exceed the fees paid by Customer to Direct Travel during the twelve (12) months preceding the event giving rise to the claim.

14. Indemnities and Warranties

14.1 Customer shall indemnify Direct Travel against third-party claims arising from: (i) Customer’s unlawful use of the Services; or (ii) materials or information supplied by Customer.

14.2 Direct Travel shall indemnify Customer against any final court judgment that Customer’s authorised use of Direct Travel-owned technology infringes a third-party intellectual property right.

14.3 Each party warrants that it has the full right and authority to enter into and perform the Agreement.

14.4 Direct Travel warrants that it will perform the Services with reasonable skill and care and in material conformity with the Agreement.

14.5 Except as expressly set out in the Agreement, and to the maximum extent permitted by applicable law, the Services are provided on an “as available” basis. Direct Travel does not warrant uninterrupted or error-free operation, the continued availability of any particular third-party component or integration, or that any AI-enabled output will be complete, accurate or fit for any particular purpose.

14.6 Direct Travel does not warrant or guarantee the availability, pricing, inventory, content, fulfilment or performance of any Travel Provider, airline, hotel, rail operator, GDS, online booking tool, technology provider or other third-party service.

15. Force Majeure

15.1 Neither party shall be liable for delay or failure to perform arising from events beyond its reasonable control, including natural disasters, pandemics, terrorism, war, sanctions, labour disputes, government action or failures of critical infrastructure.

15.2 If a force majeure event continues for more than four (4) consecutive weeks, either party may terminate the affected Services upon written notice.

15.3  Notwithstanding the above, Direct Travel shall not be liable for delays, cancellations, schedule changes, overbookings, supplier insolvencies, border closures, government restrictions, weather events, labour disputes, transportation disruptions, public health events or other circumstances affecting travel arrangements that are outside Direct Travel’s reasonable control.

15.4 Direct Travel will use reasonable efforts to assist Customer and Travelers in managing travel disruptions but does not guarantee the availability of alternative arrangements.

16. Term and Termination

16.1 The Agreement shall commence on the Effective Date specified in the Order Form and continue for the applicable service term.

16.2 Either party may terminate: (i) for material breach not remedied within fourteen (14) days following notice; (ii) upon insolvency of the other party; or (iii) as otherwise specified in the Order Form.

16.3 Upon termination: (i) all outstanding fees become immediately due; (ii) Customer’s rights to access licensed technology cease; (iii) each party shall return or securely destroy Confidential Information, subject to legal retention requirements; and (iv) provisions intended to survive termination shall remain in effect.

17. General

17.1 Neither party may assign the Agreement without the other party’s consent, except to an affiliate or successor in connection with a merger, acquisition or corporate reorganisation.

17.2 Failure to enforce any provision shall not constitute a waiver.

17.3 If any provision is found unenforceable, the remainder of the Terms shall remain in effect.

17.4 These Terms, together with the applicable Order Form, constitute the entire agreement between the parties.

18. Governing Law

18.1 The governing law and jurisdiction applicable to the Services shall be specified in the applicable Order Form.

18.2 Where no governing law is specified, the governing law shall be that of the Direct Travel contracting entity identified in the applicable Order Form.