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In compliance with the Mexican Law: Ley Federal de Protección de Datos Personales en Protección de los Particulares (LFPDPPP, its acronym in Spanish), BD Travelsolution provides you with the following Privacy Notice:
Entity responsible for protecting and processing your Personal Data
Viajes Beda S.A. de C.V. (hereinafter, “BD Travelsolution”), located at Avenida Bonampak, Manzana 2, Lote 7, Supermanzana 10, Torre “B,” Cancún, Quintana Roo, C.P. 77500.
Means of obtaining Personal Data
The personal data that BD Travelsolution collects from you will be used solely for the purposes set out herein and may be obtained:
- Directly by entering your data or using the online services through the webpage www.bdtravelsolution.com.
- Directly through calls from our business developers.
- Personally through our business developers.
The data that BD Travelsolution obtains from you will be the following: Complete name with surnames, telephone number, email address, address and any other data that are needed to stablish a commercial relation with you.
Purpose of collected Personal Data
Your data will be collected for the following main purposes that are necessary for the service that you request:
- To evaluate the quality of the service, sending promotions, sales, offers and advertising (solely and exclusively for BD Travelsolution).
- E-mail communication for commercial matters and contact for future business agreements.
The Data Holder may immediately and at no cost request the cancellation of e-mail marketing from BD Travelsolution by clicking on the “Unsuscribe” link.
Domestic and international transfer of data
BD Travelsolution will not transfer your personal data to third parties.
Notwithstanding, BD Travelsolution undertake not to transfer your personal data without your consent, unless we are required to do so in accordance with the provisions of Article 37 of the Mexican Law: Ley Federal de Protección de Datos Personales en Posesión de los Particulares, as well as carrying out this transfer under the terms of this law.
Exercising ARCO Rights
Article 28 of the LFPDPPP grants you four rights to exercise:
- The owner has the right to Access his/her personal data that are held by the responsible party and to be aware of the Privacy Notice and its purposes.
- The owner has the right to Rectify his/her datain the event that they are inexact, incorrect or outdated.
- The owner has the right to Cancel his/her personal data when he/she considers that they are not being used to fulfill the purposes established in this Privacy Notice.
- The owner has the right to Oppose the processing of his/her personal data in regard to any of the purposes established in this Privacy Notice.
Right to revoke your consent for data processing
Article 8 of the LFPDPPP provides the possibility of revoking the consent granted for the processing of your personal data. To revoke this consent, you may request that we do so using the same mechanism and procedure for exercising the ARCO Rights provided for herein. However, BD Travelsolution informs you that keeping your personal data in our database allows us to have a better understanding of your needs based on your history and thereby provide you with better service.
Mechanisms for exercising ARCO Rights and revoking the consent for processing your data
To exercise your rights of Access, Rectification, Cancellation and Opposition or your right to revoke the consent for the processing of your personal data, you are required to complete and send the EXERCISE OF ARCO RIGHTS FORM, which you can download here, and submit it to Bestday.com at the following email address: firstname.lastname@example.org, or you can submit the form physically to the following address: Avenida Bonampak Manzana 2, Lote 7, Supermanzana 10, Torre “B,” Cancún, Quintana Roo, C.P. 77500, attention Department of Protection of Personal Data, in writing and in Spanish, complying with the requirements set forth in Article 29 of the LFPDPPP. For more information you can contact the BD Travelsolution Department of Protection of Personal Data directly by phone at: (52) 998 8811300 Ext. 1197 / 1190 / 1690 / 144/ 1291.
To justify exercising your ARCO Rights, you are required to verify the possession of your ARCO Rights or the representation with respect to the owner through a copy of your identification document and the presentation of the original for comparison purposes, or the instruments indicated in Article 89 of the LFPDPPP.
“Article 29.- The access, rectification, cancellation or opposition request must contain and accompany the following: I. The name of the owner and address or other means of communicating to you the response to your request; II. The documents verifying the identity or, where appropriate, the legal representation of the owner; III. Clear and precise description of the personal data with regard to which you wish to exercise any of the aforementioned rights, and IV. Any other element or document that facilitates locating personal data.”
BD Travelsolution will process your request for 20 business days starting from the receipt of said FORM or request, with complete documentation, in order to communicate to you the justification of the request. If the request is justified, BD Travelsolution will have 15 business days to enable you to exercise your ARCO right.
Measures to safeguard your information and to limit the use or disclosure of your personal data
BD Travelsolution uses its own cookies and those of third parties to analyze your browsing and offer you more personalized service according to your interests. If you are interested in learning about our Cookies policy click here.
Modifications to this notice
BD Travelsolution may modify or update this Privacy Notice at any time.
The changes or updates that are made will enter into effect at the time that they are published on the website www.bdtravelsolution.com, on the websites of our affiliates or on any medium that we use to publish them. For this reason, we recommend that you check them on an ongoing basis.
Express acceptance of the Privacy Notice
If you do not expressly oppose this Privacy Notice and its updates, we will assume that you have granted your tacit consent under the terms of Article 8 of the LFPDPPP. BD Travelsolution recommends that you read this Privacy Notice, given that providing your data by any means constitutes your acceptance of this Privacy Notice.
Affiliation terms and conditions
THE FOLLOWING TERMS AND CONDITIONS BELOW LISTED IN THIS AGREEMENT SHOULD BE READ CAREFULLY. BY CHECKING THE BOX INDICATING "READ AND ACCEPT THE TERMS AND CONDITIONS", YOU CONSENT TO SUBJECT IN WHOLE AS STIPULATED IN THE CONTRACT.
FIRST.- This Agreement stipulates the conditions according to which the Partner and BD TRAVELSOLUTION maintain a business relationship during its term.
SECOND.- SUBJECT OF THE CONTRACT.
This Agreement intends to establish the terms and conditions governing the business relationship between BD TRAVEL SOLUTION and the PARTNER. BD TRAVELSOLUTION will offer Intermediation service for the marketing of products and/or services by the partner before the end user of the latter. Such intermediation is conducted through i) the integration of the Software BD Travel Solution and the Website of the Partner and ii) through the Software WEB MOBILE whose operation and access is available on smart phones of the Partner’s Customers, according to the terms set out in this Agreement and the attachments which form an integral part thereof.
The commercial schemes under which the business relationship operates of BD TRAVEL SOLUTION with the Partner are described in the Annexes and should be considered as an integral part of this Agreement.
THIRD .- DEFINITIONS.
For purposes of this Agreement, the terms listed below have the meanings detailed in this clause. The terms or phrases, which are not specifically defined in this clause, shall have the meanings assigned to them in any other section of this Agreement or, if they are not defined, in accordance with its general use and context while complying with the subject of this Agreement:
a. BD Travelsolution Software. Software property of BD TRAVELSOLUTION published on the network to ensure real-time access for consultation and marketing of their products and services.
b. WEB MOBILE Software. Software proprietary of BD TRAVELSOLUTION whose access is available exclusively for smart phones for the purchase of Products and Services of the Partner and BD TRAVELSOLUTION
c. Partner. Intermediary company who markets the products and services of BD TRAVELSOLUTION through its website using the BD Travelsolution software and the WEB MOBILE software.
d. Site BD Travelsolution.com. Website on the global internet identified with its URL http://www.BDTravelsolution.com and any of its subdirectories, including the pages assigned to the Partner, by which the PARTNER has access to the "Management System for Partners."
e. Website of the Partner. Website on the global internet of which the Partner is owner and operates directly, and which is identified with the address, domain or URL: indicated in the recital I of this contract and all portals registered upon request of the Partner and named within the group of the Partner.
f. Pages Assigned to the Partner. Software BD Travelsolution.com pages which are specifically designed under instructions of the PARTNER, in order to be linked to the corporate image of the Partner’s website.
g. End user. Person / client / consumer or tourist that books Products and/or Services with BD TRAVELSOLUTION through the pages assigned to the PARTNER.
h. Force Majerure. As fortuitous events or force mayor are considered: hurricanes, earthquakes, floods, winds that cause serious damage, explosions, war, revolutions, riots, fires, epidemics, general acts of government which obstruct or delay any of the parties in the compliance of their obligations and, in general, any act of nature or man other than those mentioned above, which were beyond the control of the parties and to which blame or fraud cannot be attributed.
i. Management System for Partners. Also known or identified as SADA, it is defined as the section to which the Partner will have access only through a username and password, provided by BD TRAVELSOLUTION for the Management of the partner’s assigned pages.
j. Confidential Information. It refers to this Agreement including its attachments, technical specifications, scheme fees and commissions, marketing plans, business strategies, interface of the Site BD Travel Solution restricted in their access, structure, XML feeds, programming codes, Partner’s customer data, all oral, written, graphic, magnetic, electronic or any other tangible form that relates to the partner and any other information that is identified as confidential by the parties.
k. Partner’s Email. It refers to the email indicated in recital I of this agreement.
l. EMAIL of BD TRAVELSOLUTION. It refers to email email@example.com
m. XML. Computer protocol dedicated to the exchange of information of the interfaces between the systems of the parties.
n. Products and/or Services. They are referred to as air transportation services, accommodation services, car rental, excursions, among others, sold by BD TRAVELSOLUTION in its capacity as intermediary, for being services provided directly by the final suppliers and they are concentrated by BD TRAVELSOLUTION in the BD TRAVELSOLUTION Software and WEB MOBILE Software that are sold directly to end customers through the Partner’s Web site and smartphones.
o. Contact center. Call center provided by BD TRAVELSOLUTION to support or sales of the Products or Services.
p. End supplier. It refers to a person or legal entity responsible to deliver or provide products and/or services directly to the end user.
q. Methods of Payment. It means the many alternatives to which the End User has access to, in order to cover the payment of the Products and / or Services booked by him.
r. “Online” and “Offline” Reservations. "Online" bookings are bookings generated directly through the pages assigned to the partner. Bookings "Offline" are all those bookings generated through other means, such as contact center, chat and email, among others.
s. Additional Services. Means the request expressed by the partner to BD TRAVELSOLUTION for the latter to realize the development and programming of Web sites according to the Partner’s own specifications.
t. Website development.It means the design and programming of pages for the Partner’s Website.
u. Reservations box. Programming created and owned by BD Travelsolution whose function is to serve as a tool for access to the Software of BD Travelsolution and the Software of MOBILE WEB.
FOURTH.- OBLIGATIONS OF THE PARTIES
BD Travelsolution and Associated commit themselves to fulfill the obligations stipulated in this agreement; and, as provided in ANNEX A of this agreement, which has been signed by both parties and will form an integral part hereof.
FIFTH.- COMMISSION PLAN.
BD TRAVELSOLUTION and the PARTNER agree on the payment of commissions set out in ANNEX B to this contract, which has been signed by both parties and will form an integral part hereof.
SIXTH.- WEB DEVELOPMENT SERVICES.
BD TRAVELSOLUTION and the PARTNER agree on the development and programming of the web site(s) according to the Partner’s own specifications in accordance with the indications and agreements of the parties in ANNEX C of this agreement, which after it has been signed by both parties will be an integral part hereof.
SEVENTH.- PPC CAMPAIGNS.
BD TRAVELSOLUTION and the PARTNER agree on the development and programming of the web site(s) according to the Partner’s own specifications in accordance with the indications and agreements of the parties in ANNEX D of this agreement, which after it has been signed by both parties will be an integral part hereof.
The term of this Agreement shall be 1 (one) year, automatically renewed at maturity consecutively and for 12-month periods (subsequent periods), unless either party gives written notice to the other Party, expressing their desire to not renew it at least thirty (30) calendar days prior to the due date of any of the subsequent periods of the Contract, having terminated its term thereof without the need of any judicial decree.
"The parties expressly agree that no employment relationship exists, either in fact or in law, between BD TRAVELSOLUTION and/or its staff on the one hand and on the other the partner and/or its staff, in carrying out the activities under this Agreement, as the only relation that they have is of a commercial nature.
By virtue of the foregoing each of the parties is forced to liberate and set free the other party of any contingency, claims, demands and/or judicial or extrajudicial proceedings related to employment and social security, which originates in the employment relationship with its own staff, since it is the responsibility of each contracting these and as well as submitting notices of registration of their employees or workers at the various public agencies, if applicable, in its capacity as employer, and agrees to cover, if applicable, the damages and harm that it would cause to the other party, including costs, expenses, and the possible attorneys' fees. The parties acknowledge and agree that at no time BD TRAVELSOLUTION and/or its staff shall be subordinate or subservient to the Partner and/or its staff, or be subject to schedules or orders.
The PARTNER and BD TRAVELSOLUTION for purposes of this Agreement shall not be considered as joint investors or as partners in a joint venture (joint venture), partners or agents with each other, and neither has nor shall have power or authority to bind the other or to make promises or other assertions on behalf of the other to third parties.
All information transmitted or generated by BD TRAVELSOLUTION as a result of the conclusion of this Agreement, such as commission scheme, XML, BD Travelsolution Software, WEB MOBILE Software, Management System of Partners, as well as contract information, business proposals, technical and commercial specifications, passwords, access controls, as well as any other information exclusive property of BD TRAVELSOLUTION, shall be managed and treated as confidential information for exclusive use between BD TRAVELSOLUTION and the Partner, whether such Confidential Information is presented, obtained or shared between BD TRAVELSOLUTION and the Partner in written, verbal, visual, electronic form or by any other means.
In view of the foregoing the PARTNER and BD TRAVELSOLUTION are obliged to keep, to keep secret, to not disclose to third parties, not to use for their own benefit and to not reproduce by any means the information received from its counterpart, whether or not related directly to the subject of this document.
Confidential Information may only be used to comply with the purpose of this contract.
It shall not be deemed Confidential Information:
a) When it’s of common knowledge or of public domain.
b) When it has been developed or obtained prior to the conclusion of this Agreement.
c) When it is revealed or must be disclosed by legal provision of a competent authority.
d) The information in which it is expressly stated by the party that has provided the information that it is not of a confidential nature.
The Partner shall provide the Confidential Information only to its own staff, and provided that they have the need to know this information to proceed with the purposes specified in this Agreement, for this reason, each of the parties will instruct their own staff about the confidentiality that they should keep regarding the information and about the penalties to which they are subjected in case of no-compliance.
By virtue of the fact that the Management System for the partners, BD Travelsolution Software, WEB MOBILE Software and generally any software or source code, subject of this agreement are exclusive property of BD TRAVELSOLUTION and on which the use is provided to the partner, the latter obliges itself to not use these systems at the end of this contract and therefore not to disclose their operation, for confidential information exclusive property of BD TRAVELSOLUTION.
The PARTNER and its staff know the extent of the crime of divulging business secrets provided for in Article 223 of the Law on Industrial Property, and agrees not to disclose the information that he is to have access to.
The parties may not retain or unduly keep Confidential Information that has been provided by the owner of the confidential information or to which he has had access by any means and which is considered Confidential Information of either party and may not disclose including after the term of this Agreement.
ELEVENTH.- INDUSTRIAL PROPERTY.
The PARTNER recognizes that the brand "BD Travelsolution" and "BD Travel Solution better business for travel partners," among others, are trademarks and industrial property rights for the exclusive use and exploitation of BD TRAVELSOLUTION, including but not limited to the Other trademarks, logos, trade names appearing on the BD Travelsolution Software, WEB MOBILE Software or on the site BD Travelsolution.com or that BD TRAVELSOLUTION mentions or uses arising out of this agreement, constitute industrial property rights which are registered or in registration process, consequently they are the exclusive property of BD TRAVELSOLUTION or, of its affiliates, or third party contractors licensing directly with BD TRAVELSOLUTION, which were duly provided for the conclusion of this agreement, for this reason BD TRAVELSOLUTION has the authorizations and/or license of the respective use and therefore the partner may not copy, reproduce, upload, publish, modify, transmit or distribute these rights or the content of this material.
In view of the foregoing, nothing contained in this agreement including its rights protected by the applicable Industrial Property Law, by the laws and international treaties, may be considered by the partner as a license or right to use any Trademark for any other purpose, or other industrial property rights without the prior written consent of BD TRAVELSOLUTION, or if applicable any of the holders of such rights.
The PARTNER agrees not to alter the Industrial Property of BD TRAVELSOLUTION in any form, or to allow any action that in any way could damage, denigrate or diminish the rights of Industrial Property of BD TRAVELSOLUTION.
The PARTNER agrees to not use the brands or trademarks of BD TRAVELSOLUTION as domain names and register them as part of a domain name or placing it part of Internet advertising without prior written consent of BD TRAVELSOLUTION.
The ASSOCIATE recognizes that the use or print of any logo, trademark, patent, utility model and/or business methods protected by the Law of Industrial Property is for the exclusive use of BD TRAVELSOLUTION, consequently it will not grant the PARTNER any right, title or interest in Industrial Property.
BD TRAVELSOLUTION reserves the right to monitor the quality of the use of its Industrial Property; in addition, it will notify the partner immediately in writing in case of noticing the existence of any violation of its Industrial Property. Any inappropriate use of the content and the Industrial Property of the contract are subject to violation of the Laws of Industrial Property, Mexican and foreign, of international treaties and rights enshrined in the Civil, Criminal and Commercial Code.
If the partner incurs in any inappropriate content usage and Industrial Property of this agreement, BD TRAVELSOLUTION shall have the right to request the partner to (a) cease using the content that BD TRAVELSOLUTION considers to violate its Industrial Property Rights (b) stop copying fully or partially, reproduce, republish, upload, post, transmit, distribute or modify the use of the content and industrial property rights arising out of this agreement (c) establish an appropriate use of its industrial property rights or (d) may initiate the necessary legal procedures to defend its industrial property rights.
BD TRAVELSOLUTION recognizes that the partner is the owner of several trademark registrations and commercial slogans that can be included on the page developed by BD TRAVELSOLUTION and therefore agrees not to initiate or promote that a third part initiates an action against the PARTNER, regarding the validity or ownership thereof.
BD TRAVELSOLUTION is obliged to not use the intellectual property for its own benefit or that of any third party, including use in sales publications, marketing or advertising, without prior written consent of the partner. Furthermore, BD TRAVELSOLUTION is obliged to not carry out any act by which the Intellectual Property might be affected. In the case of any controversy, litigation, claims and/or disputes regarding such rights, BD TRAVELSOLUTION must notify the PARTNER of the existence of this controversy, litigation, claims and/or dispute in which the Partner is involved.
By virtue of the foregoing the PARTNER in advance and in writing grants to BD TRAVELSOLUTION a license for universal use, revocable, and free of charge, for trademarks and industrial property of the PARTNER with the sole purpose of enabling BD TRAVELSOLUTION to fulfill the purpose of this agreement and in time the programming of pages assigned to the partner you can be developed, agreed between BD TRAVELSOLUTION and the PARTNER, without that this usage authorization can be considered by BD TRAVELSOLUTION as a license or right to use any Trademark of the PARTNER for any other purpose, or other industrial property rights without the prior written consent of the PARTNER, or if applicable of the owners of such rights.
The PARTNER recognizes including but not limited to all text, paragraphs, headings, specific combination of words, letters or phonetic elements, graphics, button icons, graphic design works, photographs, specific combination of colors and shapes, editorial materials, printed forms, all kinds of programming, including all original expression in any form, language or code that results in the creation, programming of pages and/or of the pages assigned to the Partner, programming of websites and any other source code, software, computer program, digital downloads, commercials, appearing on the BD Travelsolution Software, WEB MOBILE Software, on the Site of BD Travelsolution.com and the Management System of Partners, constitute copyright that is registered or in registration process and is the exclusive property of BD TRAVELSOLUTION, with ownership of property rights, or over which BD TRAVELSOLUTION has a usage license or corresponding authorization and were provided for the conclusion of this agreement, therefore the PARTNER can not copy, reproduce, republish, upload, publish, transmit, modify or distribute these rights or content, without prior written permission of BD TRAVELSOLUTION, where the partner can use it only and exclusively to fulfill the purpose of this contract.
Only to ensure full compliance with its obligations under this agreement and its subject, BD TRAVELSOLUTION provides the PARTNER exclusively for the term of this agreement, a license for use and controlled access, limited and revocable at any time to access the BD Travelsolution Software, WEB MOBILE Software and the Partner Management System, which contains this protected industrial and intellectual property material, the PARTNER is obliged to not allow the use and access to unauthorized third parties and is obliged to keep its use protected and controlled at all times, taking the necessary precautions for the access control and passwords that allow the access.
In view of the foregoing, nothing contained in this agreement including the rights protected by the applicable Federal Copyright Law, and international laws and treaties, may be considered by the Partner as a license or right to use any of these copyrights for any other purpose without the prior written consent of BD TRAVELSOLUTION. And it is prohibited to use in any application that is not allowed by BD TRAVELSOLUTION or any other commercial use that is outside the scope of this agreement.
The PARTNER agrees not to alter the copyright of BD TRAVELSOLUTION in any way, or to allow any action that in any way could damage, denigrate or diminish the Copyright of BD TRAVELSOLUTION. The PARTNER agrees not to place all or part of the BD TRAVELSOLUTION Copyright as internet advertising without prior written consent of BD TRAVELSOLUTION. The PARTNER acknowledges that the use or printing for private use of the BD TRAVELSOLUTION Copyright does not grant the PARTNER any right, title or interest in the field of copyright, BD TRAVELSOLUTION reserves the right to monitor the quality of use of its copyright, in addition, it will notify the Partner in writing immediately in case of noticing the existence of any violation of its copyrights.
Any inappropriate use of content and copyright of this agreement is subject to violation of the Federal Copyright Law, Mexican and foreign, of international treaties and rights enshrined in the Civil, Criminal and Commercial Code. If the Partner incurs in any inappropriate use of the content and Copyrights in this agreement, BD TRAVELSOLUTION shall have the right to request the partner to (a) cease using the content and Copyright (b) stop copying fully or partially, reproduce, republish, upload, publish, transmit, distribute or modify the use of the content and copyrights arising out of this agreement (c) establish an appropriate use of its copyright or (d) may initiate the necessary legal procedures to defend its copyright.
THIRTEENTH.- PRIVACY AND OWNERSHIP OF PERSONAL INFORMATION.
b) Information of end users. BD TRAVELSOLUTION, under no circumstances, will be responsible for those personal data of End Users that the partner handles or collects outside the scope of the subject and obligations of this agreement, as well as those legal actions that are generated against her, as a result from negligence, improper use, improper transfer or dissemination of personal data of the end user by the partner, as it is his obligation to implement the standard security measures in the sector to ensure the privacy and confidentiality of data and information collected directly from the end users.
d) Both parties agree that in the compliance or no-compliance of any of its obligation and/or for any execution, omission or act by which others will hold the defaulting party responsible by virtue of this agreement and for the services that each provides, the defaulting party will be obliged to pay to the other party and its subsidiaries and/or affiliates the damages and harm that their fault or omission caused in the compliance of this agreement, applicable law and other regulatory provisions
Each Party is obliged to indemnify, and must keep the other party, its subsidiaries, affiliates, agents under its supervision, directors, partners, employees and companies directly related with its operation, safe and harmless from, and will defend at its own Cost including but not limited to reasonable attorney's fees for any claim, complaint and/or dispute, lawsuit, allegation, and in general any type of legal action that might arise and in which the other party will be involved as a result of: a) claim, complaint and/or dispute, lawsuit, allegation, and in general any type of legal action as a result of the industrial and intellectual property material of each of the parties which was provided to comply with the subject of this agreement and that such material infringes any third party rights, is defamatory or creates direct or indirect damages to the other party or third parties b) claim, complaint and/or dispute, lawsuit, allegation generally any legal action arising out of or relating directly to the default of any of the obligations assumed in this contract.
c) Any complaint with the Federal Attorney General’s Office for Consumer Protection or any authority of a similar nature, resulting from the Services, each party assuming its responsibility in proportion to the services it provides.
FIFTEENTH.- DISPUTES AND DETECTION OF BANK FRAUD.
Since the membership (bank terminal) is registered in the name of BD TRAVELSOLUTION, it is obliged to make the defense of the charges that in its case and as a consequence of banking disputes the credit cards holders file, for which BD TRAVELSOLUTION will notify the Partner timely on the submitted dispute, so that the partner provides all necessary documents where appropriate and for the service part it delivers, in case of services offered in conjunction, are required for the opportune defense before the corresponding banking institution, in which case and notwithstanding the defense held, the bank dispute is contrary to the interests of the parties, THE PARTNER will absorb the banking disputes or against charges directly related to the service provision of the PARTNER.
THE PARTIES agree that the rights and obligations under this Agreement may not be transferred wholly or partially to third parties under any title, whether free of charge or not, unless there is written agreement between the parties.
SEVENTEENTH.- EFFECTS OF THE TERMINATION AND/OR RESCISSION.
Default of any of the provisions contained in this Agreement and its annexes by either party, will result in the rescission or specific performance at the option of the party not in default, the above, if within the period of 30 calendar days after the notification has been made to the party that defaulted any of its obligations, if the causes of default have not been resolved satisfactorily. The rescission will operate automatically and without the need of a judicial declaration when any of the following causes is present:
a) By warrant issued by the administrative or judicial authority declaring the nullity, nonexistence or termination of this Agreement.
b) For suspension of payments, bankruptcy proceedings or the exercise of any bankruptcy action against, insolvency, bankruptcy or liquidation.
c) For failing to have the capacity and technical, financial, human and material elements necessary for the execution of this Agreement.
d) For shutting down the operations of either party.
e) Direct affectation to the rights of intellectual and industrial property of either Party.
f) To suit its interests provided that it is notified in writing to the other party with an anticipation of 30 working days.
Upon completion and/or rescission of this Agreement, whatever its cause, the Parties shall immediately rescind any license for using the industrial property or copyright that the parties have granted for the fulfillment of the obligations of this agreement.
Notwithstanding the foregoing in this clause, the pending obligations for the fulfillment upon completion or rescission of this Agreement shall continue after such completion or rescission, to have effect under the agreed terms, to its full compliance and full satisfaction of THE PARTIES, whether by, including but not limited to: paying any amount or remaining compensation and unpaid between the parties upon rescission, comply with the payment of commissions, require the end Service providers to fulfill their obligations entered into with the End Users in the terms in which they were reserved.
The parties agree that taxes or duties of any nature which are caused as a result of the conclusion of this Agreement shall be paid by the party which the law indicates as taxpayer.
NINETEENTH.- DECLARATION OF WILL.
The Parties agree that for the conclusion of this Agreement there is no fraud, violence, eviction or any vice, declaring under oath that they agree on each and every one of the parts hereof.
TWENTIETH.- INDEPENDENCE OF CLAUSES.
When possible, the provisions of this Agreement shall be construed in accordance with applicable law. However, if any provision of this Agreement is considered prohibited or invalid in conformity with the applicable laws, this provision shall be deemed invalid without affecting or invalidating the remaining provisions of this Agreement.
TWENTY-FIRST.- FORTUITOUS EVENTS OR FORCE MAJEURE.
In the event that either party is unable to fulfill its obligations under this Agreement, its Annexes, and other documents and notifications arising thereof, due to circumstances of fortuitous events or force majeure, including but not limited to, wars, insurrections, strikes, acts of authority, derailments, fires, floods, hurricanes, earthquakes, acts of terrorism or any other situation beyond its control, shall be released from the fulfillment of the underlying obligations. Consequently, the defaulting party shall notify the other party about the facts that cause the fortuitous event or force majeure within three (3) business days following the underlying event, attaching to the notification the justification of the fact. The foregoing provided that the defaulting party has not given rise to a fortuitous event or force majeure. In case of a fortuitous event or force majeure that lasts more than thirty (30) calendar days, the party concerned may terminate this Agreement without any liability at his charge.
TWENTYSECOND.- CLAUSE HEADINGS.
The headings of the clauses of this agreement are only to facilitate their readability and handling, as a consequence it does not mean that they define or limit the obligations of the parties.
TWENTY-THIRD.- AMENDMENTS OF THE AGREEMENT AND SOLE AGREEMENT.
THE PARTIES agree that any amendment to this Agreement or its Annexes must be made in writing and must be signed by the parties, without implying the novation thereof, which will retain its value and legal force in all that is not subject to modifications.
The parties acknowledge that this agreement constitutes the sole agreement with the subject and obligations established in this contract among them, consequently any prior agreement, whether verbal or written, become invalid from the date of signature of this agreement.
TWENTY-FOURTH.- ADDRESSES FOR NOTICES AND NOTIFICATIONS.
The parties agree that all notices, notifications and communications that could arise between them shall be made in writing to the other party and will be sent in a letter via certified mail or specialized courier services with receipts, to the addresses indicated in the first clause of this Agreement, as well as by fax and/or by email to the addresses indicated by the parties for such purposes. In case of a change of address, they must inform the other party with fifteen (15) calendar days prior to the change, otherwise, the notification or notice made by the other party shall be deemed legally done at the address set forth in this instrument with the person present at this address.
For the proper interpretation and fulfillment of this Agreement, the Parties expressly agree to submit themselves to the laws of the United States of Mexico and the jurisdiction and competence of the courts of Mexico City, Federal District, expressly waiving any other jurisdiction that by reason of nationality, present or future address, location of their property or for any other reason may correspond to them. In addition, the Code of Commerce in force shall apply for the interpretation of this agreement and its annexes.
ANNEX A: OBLIGATIONS OF THE PARTIES.
Payment Details.- All the commissions that BD TRAVELSOLUTION pays to the PARTNER should be deposited in the bank accounts provided for this purpose by the PARTNER to BD TRAVELSOLUTION.
Commissions.- Payments received by the Partner as a result of the marketing of the products and services of BD TRAVELSOLUTION through the site of the Partner.
Additional services.- Development and programming of the website of the Partner or Development and programming of the pages assigned to the Partner.
2.- Obligations of BD TRAVELSOLUTION with the PARTNER.
I. Technical Support. As requested by the PARTNER, BD TRAVELSOLUTION will provide ongoing technical support to modify the pages assigned to the PARTNER, for no extra charge and when these modifications are within reach of BD TRAVELSOLUTION, where it does not affect in a significant cost for BD TRAVELSOLUTION.
II. Disposition Assigned Pages to the PARTNER. BD TRAVELSOLUTION will devote at its costs all necessary and reasonable resources to keep the assigned pages of the Partner available online during the term of this Agreement.
III. Customer Service and Care of the PARTNER. BD TRAVELSOLUTION will assign sufficient staff to assist the Customers of the PARTNER, with travel, complaints, and claim assistance, and will provide other travel services, as in the case of transfers, car rental, and insurance for travelers, tours and activities.
IV. BD TRAVELSOLUTION agrees with the PARTNER, to maintain an adequate level of XML performance, and in case they present problems, help him make the implementation of the reservations engine via HTML, the use of XML remains at the decision of the Partner at all times still with certain areas of opportunity, where the impact on sales will not be at any time a consequence of the use of XML, either caused by BD TRAVELSOLUTION.
V. For this activity BD TRAVELSOLUTION will provide the PARTNER with a 01 800 number with service in Mexico, a 1-800 number with service in the United States and Canada and a number for international calls, which will be attended by a 100% bilingual staff. This number will have a personalized phone label according to the wording that the Partner designs.
VI. Access to the Management System for the Partners. BD TRAVELSOLUTION will provide a user name and password to allow the Partner access to SADA. The management system for Partners will provide the PARTNER with technical instructions, sales reports, reservations statistics, booking engine visits and detailed data of passengers booking on the portal of the partner as well as details of the additional services that they purchase, as in the case of ground transportation, car rentals, tours, etc.
VII. Email of BD TRAVELSOLUTION. BD TRAVELSOLUTION is obliged to keep the Email of BD TRAVELSOLUTION up and running and in case it changes, it notifies the partner with an anticipation of ten (10) working days, in writing and via email of modification of this email account.
VIII. Information of the Partner’s Customers. It will be understood as personal data of End Users, all information gathered by BD TRAVELSOLUTION for the service provision subject matter of this contract or that from customers that have offered them through the pages assigned by BD TRAVELSOLUTION to the partner. Therefore BD TRAVELSOLUTION shall make this database available, at any time that the Partner requires it and without any reservation whatsoever, through the "Management System for Partners."
IX. Content Update. Keeping the content and the accuracy of the information updated as well as photos of the services that BD TRAVELSOLUTION offers through the pages assigned to the partner.
3.- Obligations of the PARTNER with BD TRAVELSOLUTION.
I. Implementation Web Site. The PARTNER agrees to implement the BD Travelsolution Software only on the Web sites set forth in this Agreement and MOBILE WEB Software.
II. Implementation cost. The implementation of the BD Travelsolution Software on the Partner’s Website and the WEB MOBILE Software is the responsibility of the Partner and any costs resulting from the implementation or modification of the software will be at the cost of the partner.
III. Implementation time. The PARTNER agrees to make all necessary and reasonable efforts to implement the BD Travelsolution Software and WEB MOBILE Software over a period of time not to exceed 25 working days.
IV. Updated information. The PARTNER agrees to keep the published information updated on the Partner’s Web Site periodically and as deemed necessary.
V. Cloning of Contents. The PARTNER agrees not to reproduce the content such as; texts, photos or graphic elements which are published in the pages assigned to the Partner at the Partner’s Website.
VI. Third Party Rights. The Partner guarantees to BD TRAVELSOLUTION that the content of the Partner’s website does not violate or infringe any third party rights, including but not limited to intellectual property rights.
VII. Partner’s Email. The customer assures to keep the Partner’s email up and running, and in case it changes, it will notify BD TRAVELSOLUTION.
VIII. Partner Customer Data. At the time BD TRAVELSOLUTION makes the personal data of end customers available to the Partner. The PARTNER agrees to:
a. Handle this information as confidential.
b. Use these data only for purposes according to the content and services of the Partner’s website.
c. Handling them as agreed at the Tenth clause.
IX. XML feeders. The PARTNER agrees that BD TRAVELSOLUTION offers XML feeders without providing technical XML support as it is implemented on the website of the partner, or to generate changes that may impact BD TRAVELSOLUTION directly. It is also obliged to handle the existence and structure of XML feeders as confidential information.
X. Additional Services. In case the partner requires additional services, they shall be subject to the terms, conditions and costs that the development of them implies, which will be previously informed by BD TRAVELSOLUTION.
XI. Immediate information. The partner must report immediately to BD TRAVELSOLUTION, regarding any mails, complaints, suggestions, etc. of the end user relating to products and services of BD TRAVELSOLUTION.
ANNEX B. COMMISSION PLAN.
I. Liquidation Notice. BD TRAVELSOLUTION agrees to send to the Partner’s email stipulated in the general agreement all corresponding liquidation reports during the first 5 calendar days of the month. In case that there were no commissions for not having reservations with effective departures in the corresponding period the Partner will not receive any notice.
II. Payment of Commissions. BD TRAVELSOLUTION is committed to pay to the Partner commissions in relation to services of "Hotel", "Transfers", "Car rental", and "Tours" reserved by end users according to the percentages detailed in this Annex and after receiving the corresponding invoice. For payments of international transfers the corresponding payment shall be made from USD 200 (two hundred dollars), if the commission is less the payment will be withheld until the amount is accumulated.
III. Final Profit. All commissions are calculated on the final profit of the reservation. Profit means the difference of subtracting the public rate minus net rate, credit card fees and taxes.
Final profit = Amount sold – taxes – net rate – credit card fees
IV. Changes of Reservations. Those reservations that have been modified after having been paid previously to the Partner will be recalculated and the difference is reflected in the liquidation report.
V. Commission Percentage. The commission percentage for "Online" reservations type is 50% of the final profit. The commission rate for "Offline" reservations is 25% of the final profit."