Agency Trade Agreement

This Agency Trade Agreement (the Agreement) is between Premium Choice Travel DMCC, a company licensed by the Dubai Multi Commodities Centre Authority under licence number [●], whose registered office is at [●], Dubai, United Arab Emirates, trading as Premium Choice Travel Designers (Premium Choice, we, us), and the travel agency named in the account application (the Agency, you).

You accept this Agreement when an authorised person ticks the acceptance box on the account application, or signs a copy of it. We record who accepted, when, and which version.

1. Definitions

Platform means the Premium Choice Travel Designers portal, the application programming interface (API) and any related tools we provide.

Supplier means the hotel, bed bank, airline, transfer operator, activity provider or other third party that actually provides a travel service.

Travel Service means a hotel stay, flight, transfer, activity or other product offered on the Platform.

Booking means a reservation for a Travel Service made through the Platform, including a held booking.

Net Rate means the price the Platform shows your agency for a Travel Service. It is the price you pay us, including any taxes shown as included.

Client means your customer, the person or business you sell a Travel Service to.

Traveller means a person named on a Booking.

User means an individual your agency authorises to use the Platform.

Business Day means a day other than Saturday, Sunday or a public holiday in Dubai.

Conditions means our Booking and Supplier Conditions, Terms of Use, Data Processing Addendum and, where you use the API, the API and Acceptable Use Terms, each as published at premiumchoicetraveldesigners.com/legal. The Conditions form part of this Agreement.

2. What this Agreement covers

2.1 We give your agency access to the Platform to search, price, hold and book Travel Services from Suppliers for resale to your Clients.

2.2 We arrange Travel Services on behalf of Suppliers. The Supplier provides the Travel Service and is responsible for it. Your contract with your Client is yours: we are not a party to it, and you are responsible to your Client for what you sell them.

2.3 This Agreement is non-exclusive. You may use other suppliers, and we may work with other agencies.

2.4 If the Conditions and this Agreement conflict, this Agreement wins, unless a Condition says expressly that it overrides it. A signed Credit Facility Addendum wins over both on credit and payment.

3. Opening and keeping an account

3.1 Your account starts as pending verification. While it is pending, you may search and see Net Rates, but you cannot hold or book.

3.2 Before we approve your account, you give us the information and documents we ask for. That includes your legal name, trade or tourism licence, registered address and VAT status. We may verify them with the issuing authority or an official register. We decide whether to approve an account at our discretion and record who decided, when and on what basis.

3.3 You warrant that the information you give us is true and complete. You must tell us within 10 Business Days of any change, including to your licence, ownership, VAT registration or authorised signatories.

3.4 You must hold every licence and registration the law requires for your business throughout this Agreement, including a valid tourism or trade licence where you operate. If a licence expires or is suspended, you must stop booking until it is renewed.

4. Users and security

4.1 Each User must have their own login. You must not share logins. Your account owner is responsible for inviting and removing Users and setting their roles and booking limits.

4.2 You are responsible for everything done through your account and your API keys, unless it was caused by our breach of this Agreement. Keep passwords, one-time codes and API keys secret. Tell us at once if you suspect unauthorised use.

4.3 We may require multi-factor authentication for Users with owner, manager or finance roles.

5. Prices and your Client price

5.1 You buy Travel Services at the Net Rate shown at the time of booking. Before you book, the Platform shows the total, what is included, taxes and fees where they apply, and the cancellation terms.

5.2 You set the price you charge your Client. It is your decision, and any profit or loss on it is yours. If you send your Client a payment link through the Platform, the Client pays the price you set. We pass to you the difference above the Net Rate, as described in the Booking and Supplier Conditions.

5.3 A price is not guaranteed until the Booking is confirmed. If a Supplier changes a price before confirmation, we show you the new price and do not book without your agreement.

5.4 Net Rates are confidential to your agency (see clause 12). You must not publish them, or a price that reveals them, to the public, a price comparison site or a metasearch engine. You must not resell them to another travel business without our written consent.

6. Payment

6.1 Unless we agree a credit facility in a signed Credit Facility Addendum, you pay for every Booking in advance. You pay from your wallet balance, by card through our payment provider's hosted page, or by bank transfer to the account shown on our invoice.

6.2 We never ask for card details in the account application, by email or by telephone. Card payments are taken only on our payment provider's hosted pages.

6.3 A wallet balance is money you have paid us in advance for Bookings. It is not a deposit account and earns no interest. We refund an unused balance on request when this Agreement ends, less any amounts you owe us.

6.4 If a payment to us is reversed, charged back or fails, you must pay the amount at once. We may cancel or suspend affected Bookings where the Supplier has not yet been paid.

6.5 Amounts overdue under this Agreement may be set off against your wallet balance. [Late payment interest: to be confirmed with counsel.]

6.6 Prices are in the currency shown. Where we convert a currency, the rate used is shown on the Booking.

7. Bookings

7.1 How holds, confirmation, on-request bookings, amendments and cancellations work is set out in the Booking and Supplier Conditions. Those rules apply to every Booking.

7.2 You must give us accurate Traveller names and the details a Supplier needs, such as flight numbers and required questions. You must pass on to your Clients:

• the Travel Service details;
• the cancellation terms;
• any Supplier conditions we show you, including airline fare rules and conditions of carriage;
• passport, visa and health requirements.

7.3 For a hotel we contract directly, the Booking is confirmed to you once the hotel acknowledges it. Until then, the Platform shows it as waiting for the hotel.

8. Taxes and invoices

8.1 We issue tax invoices in line with UAE VAT law. Taxes are shown as the Platform describes them at booking.

8.2 You tell us your VAT registration status and, if you are registered, your Tax Registration Number and registered name. You are responsible for your own tax on the prices you charge your Clients.

9. Your obligations

9.1 You must:

• comply with all laws that apply to your business, including consumer protection, data protection, anti-money-laundering, sanctions and anti-bribery laws;
• not use the Platform for Bookings you do not intend to use, speculative holds, or to test availability at scale;
• not book for any person or destination subject to sanctions that apply to you or to us;
• deal with your Clients' complaints first. Pass to us promptly any complaint about a Supplier, with the details we need.

9.2 You must not present yourself as us or as a Supplier, or use our name or logo except as we allow in writing.

10. Our obligations

10.1 We will:

• provide the Platform with reasonable skill and care;
• pass your Bookings to Suppliers promptly and accurately;
• tell you promptly of any change or cancellation a Supplier makes that we learn about;
• provide support during the hours published on the Platform [●], and an emergency contact for Travellers in resort.

10.2 The Platform may sometimes be unavailable for maintenance or for reasons outside our control. We will try to give notice of planned maintenance.

11. Data protection

11.1 Each party complies with applicable data protection law, including UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data.

11.2 When you give us Traveller data to make a Booking, the Data Processing Addendum applies. You confirm you have told Travellers how their data will be used and, where needed, obtained their consent. This covers passing their data to us and to Suppliers.

11.3 Our Privacy Notice explains how we handle the personal data of your Users.

12. Confidentiality

12.1 Each party keeps confidential the other's non-public information received under this Agreement. For you, that includes Net Rates, our commercial terms and the Platform's non-public features. Each party uses that information only for this Agreement.

12.2 This does not apply to information that:

• is public other than through a breach of this Agreement;
• was already lawfully known to the receiving party; or
• must be disclosed by law or a regulator. In that case the disclosing party gives notice where the law allows.

12.3 These obligations survive for three years after this Agreement ends.

13. Liability

13.1 Suppliers provide Travel Services and are responsible for them. We are not liable for a Supplier's acts or omissions, but we will use reasonable efforts to help you and your Travellers resolve a problem with a Supplier.

13.2 Neither party is liable to the other for loss of profit, revenue, business or goodwill, or for indirect or consequential loss.

13.3 Our total liability arising from or in connection with a Booking is limited to the Net Rate paid for that Booking. Our total liability under this Agreement in any 12 months is limited to [AED ●]. [Cap to be confirmed with counsel.]

13.4 Nothing in this Agreement limits liability that cannot be limited by law, including for fraud or wilful misconduct.

13.5 You indemnify us against claims by your Clients or Travellers, and against losses, fines and reasonable costs we incur, arising from:

• your breach of this Agreement;
• your breach of law; or
• information you gave us that was inaccurate.

14. Suspension and termination

14.1 Either party may end this Agreement on 30 days' written notice.

14.2 We may suspend your account or end this Agreement at once by notice if:

• you breach it materially and do not put the breach right within 7 days of notice;
• you fail to pay an amount due;
• your licence expires or is withdrawn;
• you become insolvent; or
• we reasonably suspect fraud, sanctions exposure or misuse of the Platform.

14.3 When this Agreement ends:

• Bookings already confirmed stay in place under their terms, unless we agree otherwise;
• you pay every amount due;
• we return your unused wallet balance less any amounts you owe;
• each party returns or deletes the other's confidential information, except as the law requires it to be kept.

15. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control. Examples are natural disasters, epidemics, war, terrorism, government action, strikes and failures of public networks. Cancellation charges and refunds in those cases follow the Supplier's terms, as described in the Booking and Supplier Conditions.

16. Changes

We may change the Conditions, and this Agreement, by giving at least 30 days' notice through the Platform or by email, unless a change is required sooner by law or a Supplier. A change does not affect Bookings already confirmed. If you do not accept a change, you may end this Agreement before it takes effect.

17. General

17.1 You may not assign this Agreement without our written consent. We may assign it to a company in our group or to a buyer of our business, by notice.

17.2 Notices are given by email to the addresses on your account and to [legal notices email ●]. A notice is received on the next Business Day after sending.

17.3 This Agreement, with the Conditions, is the whole agreement between the parties about its subject. Neither party relies on any statement not set out in it.

17.4 If any provision is invalid, the rest remains in force.

17.5 A delay in exercising a right is not a waiver of it.

17.6 This Agreement may be accepted and signed electronically, as permitted by UAE Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services.

17.7 This Agreement is written in English. If it is translated, the English version prevails, unless the law requires otherwise.

18. Governing law and disputes

18.1 This Agreement and any dispute arising from or in connection with it are governed by the laws of the Emirate of Dubai and the federal laws of the United Arab Emirates.

18.2 The parties will first try to resolve a dispute by good-faith discussion between senior representatives for 30 days. After that, the courts of Dubai have exclusive jurisdiction.

Schedule 1 — Account details

Signed for Premium Choice Travel DMCC: [name, title, date]

Signed for the Agency: [name, title, date]