|TERMS AND CONDITIONS FOR VIA PHILIPPINES TRAVEL CORPORATION'S BUSINESS PORTAL|
2. Usage of VIA Business Portal
2.1 The Website is named the VIA Business Portal.
2.2 VIA Business Portal is a web platform onto which the Agents may login and access the Services which comprises various corporate web applications defined herein.
2.3 Agents who wish to be given access to VIA Business Portal must apply with Via Phils. which shall have sole and absolute discretion to decide on the Application.
2.5 During the application, the Agent must indicate which Services or Products they would like to subscribe to. VIA shall have the final decision on the application and the Services or Products that may be accessed by the Agent.
2.6 Upon successful application, a VIA Administrator will create the access for the appointed administrator/SPOC for the Agent on the VIA Business Portal. The administrator/SPOC will then have access to create individual user access for the employees/representatives of the Agent. The Agent hereby undertakes to create access for its authorized employees/representatives.
2.7 If the Agent wishes to terminate access to VIA Business Portal or any of the Services or Products, the appointed administrator/SPOC will need to inform Via Phils. through written communication or email.
3. Service and Commencement
3.1 The Agent shall be solely responsible for the Access Medium through which the Service may be obtained.
3.2 The Service shall commence as from such date as VIA may notify the Agent in writing (the "Service Commencement Date"), regardless of:
(a) whether the Agent shall have completed the procurement and installation of the Access Medium by that date; or
(b) whether the Access Medium is or remains installed or operational as from or at any time after that date.
4.1 The Agent shall:
(a) ensure that the Website User uses only the Login ID and Password assigned to that Website User to access the Services;
(b) not, and shall ensure that Website Users do not, disclose to any person the Website User's Password, nor permit or authorise any other person to use the Website User's Login ID or Password for any purpose whatsoever; and
(c) immediately inform VIA if the Website User ceases to be an employee/representative of the Agent.
4.2 VIA does not warrant that the operation of the Website will be uninterrupted or error free. VIA will have no responsibility, warranty or other obligations whatsoever with respect tothe use of the Website in a manner inconsistent with the practices of VIA or this Agreement or for any loss / other damages caused to the Agent due to the use of the Website, modification or extension of the Website undertaken by the Agent, or caused by a malfunction of a hardware, software or combination of any of them. VIA does not warrant that the Website will operate uninterrupted or that it will be free from minor defect or errors which do not materially affect such performance or that the applications contained in the Website are designed to meet all of the Agent's requirements in terms hereof.
4.3 The Agent shall ensure that, upon learning that any person has acquired knowledge of the Website User's Password or has used the Website User's Password to access or utilise any service or effect any transaction (whether with or without the knowledge and consent of the Website User or Agent), the Website User:
(a) immediately notifies VIA.;
(b) at VIA's request, makes a written incident report;
(c) provides VIA with any other information relating to the access or use as it may require; and
(d) immediately changes the Password.
5. Availability and Use of Website and Materials
5.1 The Services are provided on an "as is" and "as available" basis. VIA does not warrant the accuracy, adequacy or completeness of the Website and/or the Materials and expressly disclaims all liability for any errors or omissions in the Materials. Any use of or reliance on the Materials is at the user's own risk. Any hyperlinks to any other websites are not an endorsement or verification of such websites and such websites are accessed and relied on at the user's own risk.
5.2 VIA does not warrant the Services will be provided uninterrupted or free from errors or that any identified defect will be corrected. Further, no such warranty is given that the Website and the Materials are free from any virus or other malicious, destructive or corrupting code, program or macro.
5.3 Materials from the Website owned, operated, licensed, or controlled by VIA or any of its related, affiliated, or subsidiary companies may not be copied, distributed, republished, uploaded, posted, or transmitted in any ay, without the prior written consent of via Phils.
5.4 Any Material downloaded or otherwise obtained through the use of the Services is at the Agent's own risk and the Agent shall be solely responsible for any damages to its own computer system or deletion, mis-transmission, corruption or loss of data that results in or arises from the download of such Material.
5.5 VIA reserves the right to manage and control access to any computer linked to the VIA Business Portal and any data stored on the same, in a manner deemed appropriate by VIA., and to delete any data (whether belonging to, or provided or stored by, the Agent or any Website User or otherwise), notwithstanding that such access and the storage of such data is a requirement or constitutes to be part of the Services.
5.5 VIA shall have no obligation or duty to review or edit (periodically or otherwise):
(a) the Website or the Materials; or
(b) the data stored in any computer linked to the VIA. Business Portal.
5.6 The Agent shall be solely responsible for ensuring that the data retained or stored by or for the Agent or the Website User on the VIA Business Portal does not exceed the storage capacity allotted to the Agent by Via Phils. from time to time.
5.7 If the Website or any Service offered on the Website does not operate substantially in accordance with the mode of operation agreed between the Parties, or does not meet the other warranties set forth herein, the Agent shall promptly inform VIA in writing and provide to it, such information and materials as VIA or its software developers may reasonably request to document and reproduce such problem and to verify whether any proposed solution corrects such problem. Such information may include a written explanation of such problem, a written description of the operating environment, and (if permitted) a copy of any software program used with the Website.
5.8 The Agent may not: (a) modify, adapt, decompile, disassemble, extract, reverse engineer or otherwise derive the source code and any other ideas, algorithms or procedures from the Website or any program concept unless and to the extent expressly permitted by applicable statutory law; (b) create derivative works based on the Website or the applications, software or any program provided on the Website. The Website and all intellectual property associated with it, is and shall at all times remain the property of VIA.
5.9 The Website may provide information regarding third party website(s), affiliates or business partners and/or contain links to their websites. Such information and links are provided solely for the purpose of reference. VIA is not endorsing the material on the Website, VIA is not responsible for any errors and representation nor is it associated with it and you shall access these websites at your own risk. Further, it is up to the Agent to take precautions to ensure that whatever links it or the Website User selects or software downloaded, whether from the Website, applications, or other Services, is free of such items such as, but not limited to, viruses, worms, trojan horses, defects and other items of a destructive nature.
6. Product Orders
6.1 The Agent acknowledges that, other than for VIA Products, VIA acts merely as agent for the relevant Merchant for receiving Product orders, and all Product orders are subject to:
6.1.1 the relevant Merchant's own terms and conditions for that Product (and, for the avoidance of doubt, the relevant clauses herein shall apply to any such terms and conditions as may be available on or accessed via the Website); and
6.1.2 acceptance by the relevant Merchant of the Product order.
6.2 The prices, specifications and availability of Products shall be subject to change, withdrawal or discontinuance at any time at the full and absolute discretion of the relevant Merchant, without explanation or prior notice either via the Website or otherwise. Agent further agrees that any description, depiction or specification of any Product on the Website may not be current or accurate, and may differ from the Product available from the Merchant at the time the order is placed, or from the Product actually supplied to the Agent. Agent shall not hold VIA liable in any way for any inaccuracy, error or discrepancy on the Website in relation to any Product nor for any Merchant's failure to supply any Product as ordered.
6.3 Confirmation (if any) by VIA or any Merchant of receipt of a Product order does not constitute acceptance of the order, and VIA shall not be liable or responsible in any way for any delay in acceptance or rejection of any Product order. If payment is made by Agent at the time of placing it's order, the relevant Merchant shall be responsible for refunding the Agent's payment in such manner as the Merchant deems fit, and VIA shall not be liable or responsible in any way for such refunds.
6.4 On acceptance of a Product order by the relevant Merchant, a contract for the purchase and supply of that Product shall be formed between the Agent and the relevant Merchant. Subject to Clause 6.6, the Agent acknowledges and agrees that all Product warranties, if any, for the Product are supplied direct by the relevant Merchant and VIA makes no undertaking, representation or warranty whatsoever relating to the Product or to its supply to the Agent.
6.5 Without limiting any other Clause, VIA shall in no event be liable for any loss, expense or damage including without limitation, any damages whether direct, indirect, special or consequential, or any economic loss arising from or in connection with the ordering, supply or non-supply of any Product, even if VIA, or its agents or employees, have been advised of the likelihood of any such expenses, losses and / or damages.
6.6 In circumstances where VIA is the relevant Merchant, nothing in Clauses 6.4 or 6.5 shall exclude any rights or remedies that are expressly conferred on the Agent under the applicable Product terms and conditions.
6.7 The Agent agrees to abide by the terms and conditions of purchase imposed by the Merchant with whom it elects to transact by using the Services, including, but not limited to, payment of all amounts when due and the Merchant's rules and restrictions regarding availability, booking, cancelling, rescheduling and use of fares, products, or services. The Agent understands that any violation of any such Merchant's rules and restrictions may result in cancellation of its reservation(s), in it being denied access to the applicable Product or Services, in forfeiting any monies paid for such reservation(s), and/or in VIA debiting its account for any costs that it incurs as a result of such violation.
7. Obligations of Agent
7.1 The Agent shall not at any time (i) distribute, resell, cross-sell, or permit access to the Services to any third party, (ii) permit multiple end users to access the Services using shared log-in credentials (i.e., a shared email address and password), (iii) use the Services other than in accordance with (a) the instructions or documentation which Via may provide from time to time, (b) applicable laws and (c) the provisions contained in these Terms and Conditions.
7.2 Throughout the period of subscription for the Services, the Agent shall, and shall ensure each Website User shall:
7.2.1 not commit nor attempt to commit any act or omission that directly or indirectly: infringes any copyright or other proprietary right; in any way damages all or any part of the technical infrastructure of VIA or its suppliers; impairs or precludes VIA or its suppliers from being able to provide the Services in a reasonable and business like manner; constitutes an abuse or malicious misuse of the Services; or is calculated to have the any of above mentioned effects;
7.2.2 provide VIA with all necessary co-operation, information, equipment, data and support that VIA may reasonably require for the provision of the Services at such times as VIA requests;
7.2.3 not use the Services for any unlawful purposes such as, but not limited to, vice, gambling or other criminal purposes whatsoever nor for sending to or receiving from any person any message which is offensive on moral, religious, communal or political grounds, or is abusive or of an indecent, obscene or menacing character;
7.2.4 not use the Services for persistently sending messages without reasonable cause or for causing any threat, harassment, annoyance, inconvenience or needless anxiety to any person whomsoever;
7.2.5 be solely responsible for the data transmitted, retrieved or stored through the Services;
7.2.6 not copy, upload, post, publish, transmit, reproduce, distribute, adapt, modify, hyperlink, frame, retain, re-use or otherwise use or deal with in any way and by any means in its use of the Services any materials protected by a copyright or other proprietary right, or derivative works from the same, except with the permission of the copyright owner or rights holder of that material, provided that permission is granted to download and print (but not modify) the Materials in which VIA holds the proprietary rights for the personal, non-commercial use of the Agent if all copyright or other proprietary notices contained in the Materials are retained;
7.2.7 not insert a hyperlink to the Website on any other website, or "mirror" any material contained on the Website on any other server, except with VIA's written consent.
7.3 Throughout the period of subscription, the Agent shall:
7.3.2 provide VIA with the e-mail address of each Website User;
7.3.3 pay VIA the necessary expenses incurred to remedy the situation and VIA reserves the right to charge the Agent an amount deemed appropriate by VIA to cover the additional expenditure;
7.3.4 at its own expense procure any equipment, or software necessary to implement or provide the Services.
8. Cancellation of Request Prior to Service Commencement Date
8.1 The Agent may, prior to the actual Service Commencement Date, request for the cancellation of its request for the Services, in which event, the Agent shall be liable to pay such cancellation charges as may be imposed by VIA.
9. Exclusion of Liability and Indemnity
9.1.1 No warranty of any kind, implied, express or statutory, including but not limited to warranties of non-infringement of third party rights, title, merchantability, satisfactory quality and/or fitness for a particular purpose, is given in conjunction with the Materials, the Website or, subject only to Clause 6.6, any Product, and all such warranties are expressly excluded; and
9.1.2 In no event shall VIA be liable for any direct or indirect damages, losses or expenses arising from or in connection with:
9.1.3 VIA disclaims all other warranties express or implied, including, without limitation, any implied warranties of
merchantability or fitness for a particular purpose except to the extent that any warranties implied by law cannot be validly waived.
9.2 The Agent shall fully indemnify and hold harmless VIA against all actions, claims, proceedings, costs (including legal costs incurred by VIA in defending any such actions, claims or proceedings), liability, losses and damages whatsoever which may be brought or commenced against VIA by any person and/or which VIA may sustain, incur or suffer, as the case may be, arising out of or in connection with or by reason of any claim concerning the matters limited or excluded by VIA.
10. Intellectual Property
10.1 The contents of the Website or VIA Business Portal, information, text, graphics, images, logos, button icons, software code, interface, design and the collection, arrangement and assembly of content on the Website, Mobile Applications or any of the other Services, are the properties of VIA and are protected under copyright, trademark and other applicable laws. The Agent and the Website User shall not modify the content or reproduce, display, publicly perform, distribute, or otherwise use the Website or VIA Business Portal in any way for any public or commercial purpose or for personal gain.
10.2 Any and all intellectual property rights used or subsisting in or in connection with the Products and Services including in the trade name 'VIA', the marketing and support materials and all documentation and manuals relating thereto are and shall at all times remain the property of VIA.
10.3 Except as required by VIA, the Agent shall not during or after the expiry or termination of this Agreement, without the prior written consent of VIA, use or adopt any name, trade name, trading style or commercial designation that includes or is similar to or may be mistaken for the whole or any part of any trade mark, trade name, trading style or commercial designation used by VIA.
10.4 The Agent acknowledges that it shall not have the right, except with the prior written consent of VIA, to use VIA's trademarks, trade names, service marks, logos, emblems, symbols or other brand identifiers in advertising or marketing materials, which are and shall at all times remain the exclusive property of VIA.
11.1 The Agent agrees that it shall hold in confidence and shall not, without the prior written consent of VIA, reproduce, distribute, transmit, transfer or disclose, directly or indirectly, in any form, by any means or for any purpose, any Confidential Information of VIA. The Agent may disclose such Confidential Information only to its employees on a need to know basis.
11.2 The term "Confidential Information" shall mean the Agreement, its subject matter, these Terms and Conditions, any and all proprietary information provided by VIA to the Agent including any information of economic value including the pricing arrangement between the Parties. Confidential Information shall not include information that:
(a) was known to the Agent prior to its disclosure by VIA without any obligation of confidentiality;
(b) has become generally available to the public (other than due to the disclosure by the Agent).
11.3 In the event that the Agent is required to disclose any of the Confidential Information of VIA:
(i) in response to any summons or the like or in connection with any litigation or any judicial or administrative proceeding; or
(ii) in order to comply with any law, order, regulation or ruling applicable to the Agent, or
(iii) in order to submit in any report, statement or testimony before any government or regulatory authority;
The Agent will provide VIA with prompt notice of such requirement, so that VIA may seek a protective order or other appropriate remedy. In the event that such a protective order or other protective remedy is not obtained, the Agent will furnish only that portion of the Confidential Information which is legally required to be disclosed. Provided that in the absence of a protective order or other remedy, if the Agent is nonetheless compelled to disclose any Confidential Information, such disclosure may be made without liability hereunder.
11.4 The obligations of the Agent under this Section shall remain in effect during the term of its Agreement with VIA (including any renewals or extensions hereof) and for a period of five (5) years thereafter.
12. Notices and Correspondence
12.1 All notices and communications by VIA to the Website User may be sent or dispatched to the Website User in accordance with the Agreement with the Agent.
13.2 Any provision in these Terms and Conditions, or any other terms and conditions as may be agreed or accepted by the Agent, that is invalid, unenforceable or illegal shall be enforced as nearly as possible in accordance with it terms, but shall otherwise be deemed severed and shall not affect the enforceability of any other provisions, which shall nevertheless continue to be valid and enforceable to the fullest extent permitted by law.
13.3 The Services provided by VIA under these Terms and Conditions and the Agreement may not be re-sold or otherwise re-provided by the Agent to any other person(s) whomsoever. In the event that the Agent desires to re-sell or re-provide the Services, the Agent and VIA shall enter into a separately negotiated agreement prescribed for the same by VIA containing the terms and conditions for such a re-sale.
13.4 Failure or neglect by either Party to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of such Party's rights hereunder nor shall it in any way affect the validity of the whole or any part of these Terms and Conditions nor prejudice such Party's rights to take subsequent action.
13.5 These Terms and Conditions supersede (except the Agreement) any other arrangements, understandings, promises or agreements made or existing between the Parties hereto prior to or simultaneously with these Terms and Conditions and constitutes the entire understanding between the Parties hereto.
13.6 These Terms and Conditions shall be governed by the laws of the Republic of the Philippines and the Parties agree to subject themselves to the exclusive jurisdiction of the courts in Pasay City, Philippines.