As CULLUC GROUP is undertaking to perform Services for the CLIENT, and is doing so as an independent contractor and service provider and not as an employee, agent, partner, or joint venturer of the CLIENT, CULLUC GROUP’s fees will be limited to those stated in this Agreement and privacy policy update in the HolidayLogin.com website.

The fees and payment for CULLUC GROUP’s Services shall be as specified in Schedule “B” and HolidayLogin.com’s policies, attached hereto, and update in the Holidaylogin.com website.
CLIENT shall be responsible for the payments of XML License, Affiliate License, and GSA licenses provided by CULLUC GROUP to the CLIENT.
Any license fees for licenses provided by CULLUC GROUP to the CLIENT such as XML License, Affiliate License, and GSA licenses are strictly non-refundable.
The CLIENT shall be responsible for all costs and charges, including, without limitation, prepaid ticket charges, rush ticket deliveries, invoice/ticket reprints, penalties, waivers, cancellation charges, airline service fees, void processing fees, and penalty fares incurred by it, as well as the cost of lost ticket applications, ticket copies, and ticket usage verifications.
The CLIENT will pay interest on any overdue accounts at a rate of 1.5 % per annum calculated monthly from the due date to the date of payment.
If payment is not received within one (1) day of its due date, access to CULLUC GROUP’s system shall be suspended until full payment is received, provided, however, CULLUC GROUP does not waive its remedies under Clauses 7 and 8 (“Term & Termination”). In addition, upon Client’s failure to make timely payment, CULLUC GROUP reserves the right to temporarily or permanently change and/or eliminate the Direct Bill terms, require prepayment for all current and future bookings, and/or cancel all bookings based upon late payments in addition to other remedies herein. A finance charge equal to the lesser of one and a half percent (1.5%) per annum calculated monthly or the maximum amount allowed by applicable law may be assessed against the Client on all amounts that are past due.
The prices offered to the CLIENT are confidential and may not be disclosed to any third party to this Agreement, including any subsidiary, affiliate, or holding company or any subsidiary of its holding company of the CLIENT.
Prices quoted on CULLUC GROUP are directly generated by the system on daily availability. The CLIENT shall be invoiced according to current prices at the time of online confirmation of reservation and according to the handling fees mentioned in T&C, or in a related email for a specific case.
Block booking of any reservations for future sales is forbidden under any circumstances or at any time. CULLUC GROUP reserves the right to cancel any reservations made for this purpose without liability. As well, the CLIENT hereby commits to not use P&M Travel Techonology’s prices appeared on the HolidayLogin system or XML Integration to contact P&M Travel Techonology’s suppliers disclosing such prices for the purpose of negotiating new rates and/or any other meaning, in this event, the CLIENT shall indemnify CULLUC GROUP will notify the supplier the illicit use of the rates by the CLIENT.

This Agreement shall become effective as of the Effective Date and shall continue for a minimum of one (1) year, after which it shall continue indefinitely unless and until terminated by either Party based on termination regulations stated in the below clause.

The CLIENT shall have the right to terminate or cancel all or part of the Services contemplated by this Agreement or any request for Services on any specific task at any time by giving CULLUC GROUP 6 months’ prior written notice of its intent to so terminate or cancel. If the CLIENT desires to cancel or terminate any or all of CULLUC GROUP’s activities, CULLUC GROUP will assemble and turn over forthwith in an orderly fashion to authorized representatives of the CLIENT the Material, Documentation, including drafts of all write-ups, notes, and other information, materials, and deliverables related to the Services.

If the CLIENT terminates this Agreement before the end of the Initial Term, or the Renewal Term, as the case may be, it shall pay CULLUC GROUP. for Services performed and not previously paid, and any justified irrevocably obligated reasonable expenses for non-cancellable commitments, up to 30 days before the effective date of termination.
If either Party becomes bankrupt or insolvent or if a petition or other proceeding is filed by or against a Party for re-organization, arrangement or relief under any law relating to bankruptcy or insolvency, or if a receiver is appointed in respect of a Party’s property and assets or a substantial part thereof, or if a party makes an assignment for the benefit of creditors or if proceedings are instituted for the liquidation or winding-up of the business or assets of a Party, then such acts shall be considered a default under this Agreement. In such an event, the non-defaulting Party may, at its option, terminate this Agreement upon providing notice in writing to the other Party hereto. This agreement, once such notice is given, shall be terminated forthwith with no further obligation or liability other than for payment of any Services that have, to that date (or future non-refundable or non-cancelable services), been performed by CULLUC GROUP for the CLIENT.
If the CLIENT commits any material breach of its obligations under this Agreement, CULLUC GROUP reserves the right to suspend the client’s account for further investigations and terminate this Agreement immediately at any time without prior written notice to the CLIENT if the breach of its obligations under this Agreement is evidential.
If the CLIENT specifically uses CULLUC GROUP’s prices appeared on the XML interface to contact CULLUC GROUP’s suppliers disclosing such prices for the purpose of negotiating new rates and/or any other meaning, the CLIENT shall indemnify CULLUC GROUP and we will notify the supplier the illicit use of the rates by the CLIENT.
CULLUC GROUP keeps the right to terminate this Agreement immediately if the CLIENT displays or promotes on its site or links to another XML Integration which displays or promotes.

Any pornography or sexually explicit images,
Misleading, abusive, violent, racist, discriminatory, or hate orientated material.
Any materials which infringe or assist others to infringe the intellectual property rights of others.
Libelous statements about a private or public person or organization.
Causing or enabling any transaction to be made that is not in good faith, including but not limited to, by means of any device, program, robot, frames, hidden frames, JavaScript, pop-up windows, and redirects.

CULLUC GROUP may terminate this Agreement immediately, without prejudice to any remedy it may have, upon notice in the event the CLIENT materially breaches any of its obligations under this Agreement and such breach, (if capable of remedy), is not remedied within 10 days of a written notice, or either party has a receiver or administrative receiver appointed; passes a resolution for winding up; becomes subject to an administrative order; enters into any voluntary arrangement with its creditors or ceases or threatens to cease to carry on the business.
Upon termination of this Agreement, the CLIENT shall promptly return to CULLUC GROUP or dispose of it in accordance with the other’s instructions all Confidential Information and other data and documents and copies thereof disclosed or supplied to it pursuant or in relation to this Agreement and shall certify in writing to CULLUC GROUP when the same has been completed. Both Parties shall honor any bookings made before the date of termination and, for this purpose, both Parties shall continue to comply with all obligations in this Agreement which are reasonably necessary for the purpose of honoring such booking.
CULLUC GROUP keeps the right to terminate this agreement Immediately determines, in its sole discretion, that CLIENT and/or its consumer has jeopardized CULLUC GROUP’s relationship with hotels, suppliers, and/or merchant account providers.
CULLUC GROUP keeps the right to terminate this Agreement Immediately determines, in its sole discretion, that CLIENT and/or its consumer is mixed up with any illegal or unlawful activities.
CULLUC GROUP keeps the right to terminate this Agreement Immediately determines, in its sole discretion, that CLIENT and/or its consumer is trying to hack/breach security/ misuse of any of the provided services and/or any other acts of sabotage either the system or the reputation of the CULLUC GROUP.

CULLUC GROUP shall:

use its best efforts to make available to the CLIENT the lowest fares available for all arrangements requested by the CLIENT’s employees.
use its best efforts to ensure that third-party providers of the airline, hotel or vehicle services or other third party goods or services suppliers, selected or used by the CLIENT in the provision of Services to the CLIENT hereunder, are solvent and provide high-quality services; and
monitor compliance & report supplier compliance with the CLIENT’s travel policies as communicated to CULLUC GROUP from time to time.

The CLIENT shall:

CLIENT shall comply with the CULLUC GROUP policies, terms, and conditions in effect which might change from time to time and will be updated on the website;
The CLIENT is responsible for ensuring that the General Conditions stated in this Agreement are brought to the attention of, and agreed with, their final consumers, intermediaries, and all other interested parties, prior to entering into any agreement with those parties to which these Terms and Conditions might apply.
Due to the special characteristics of electronic commerce, the CLIENT hereby acknowledges the impossibility of using a hard copy of a handwritten signature for this transaction. Therefore, the CLIENT hereby accepts that there is no need for a hard copy of the handwritten signature and the CLIENT also accepts to be bound by the acceptance of the Terms and Conditions of the CULLUC GROUP upon making the reservation.
The CLIENT is obliged to provide the Retail Agency or, if applicable, the final consumer, the following data:

What is included and not included in the price of services.
The regulations and consequences of a no show by the final consumer at the establishment, of regulations regarding cancellations, annulments, and modifications, as well as of any possible name changes of the commercial name of the reserved service plus the possible existence of stay taxes.
That all the users, without exception (children included) must have current personal and family documentation, either passport or National Identity Document, as required by the country or countries visited.
The bedding type and all extra services (special meals, extra beds, cots/cribs, etc.)

Both parties agree to the CONFIDENTIALITY AND LIMITATION OF LIABILITY terms which are available at our website on page Legal Note.
CULLUC GROUP reserves the right to Update the CONFIDENTIALITY AND LIMITATION OF LIABILITY terms at any time, by posting a notice on the HolidayLogin website at least thirty (30) days before any modification becomes effective. Continued use of the CULLUC GROUP’s services, following the posting of notice of any modification, will be considered acceptance of the modified terms.

REPRESENTATIONS AND WARRANTIES

Each party hereby represents and warrants to that:

Each party has all required capacity and corporate authorization to enter into this Agreement and be bound by the obligations provided hereunder;
The execution of this Agreement by CULLUC GROUP and the performance of its obligations hereunder will not constitute a violation or breach of any obligation of any agreement between CULLUC GROUP and any third party or a violation of CULLUC GROUP’s legal obligations; and
CULLUC GROUP holds sufficient rights to use all materials, supplies or resources used in the performance of the Services under this Agreement, free and clear of any encumbrances.

PRIVACY POLICY AND PROTECTION OF PERSONAL DATA

In order to purchase the CULLUC GROUP reservation system limited product, CULLUC GROUP will ask the CLIENT to provide CULLUC GROUP with information about the CLIENT company. By consenting to, and agreeing to the terms of, the privacy policy, the CLIENT also expressly consent and agrees to CULLUC GROUP processing the CLIENT‘s data in the manner set out in the privacy policy. This privacy policy describes the information CULLUC GROUP collects and how that information is going to be used. CULLUC GROUP takes the privacy of the CLIENT’s personal information very seriously and will use the information only in accordance with the terms of this privacy policy.
CULLUC GROUP is concerned about the CLIENT’s privacy. This policy describes what, why, and how CULLUC GROUP collects and uses the CLIENT’s personal data and the CLIENT may access the detailed policy via our website page Privacy Policy.
CULLUC GROUP reserves the right to change and modify PRIVACY POLICY AND PROTECTION OF PERSONAL DATA terms at any time, by posting a notice on the HolidayLogin website at least thirty (30) days before any modification becomes effective. Continued use of the CULLUC GROUP’s services, following the posting of notice of any modification, will be considered acceptance of the modified terms.

NOTICE

Any notice provided for or permitted in this Agreement shall be in writing, scanned, and sent by email to the provided email addresses in Schedule Q, any notice sent by the CLIENT will not be deemed to have been given unless the CLIENT receives a confirmation of receiving from CULLUC GROUP.
Parties shall communicate via email addresses mentioned in Schedule Q.

REMEDIES

CLIENT acknowledges that any violation of the terms of this Agreement would result in damages to CULLUC GROUP which could not be adequately compensated by monetary award alone. In the event of any violation by CLIENT of the terms of this Agreement, including, without limitation, of CULLUC GROUP’s proprietary rights and ownership, and confidentiality provisions, and in addition to all other remedies available at law and at equity, CULLUC GROUP shall inform the client, clarify and discuss and endeavor to resolve the issue accordingly to preserve mutual interests and rights, and in case of failure, CULLUC GROUP shall be entitled as a matter of right to apply to a court of competent equitable jurisdiction for relief, waiver, restraining order, injunction, decree or other remedies as may be appropriate to ensure compliance of CLIENT with the terms of this Agreement.

GENERAL PROVISIONS

Entire Agreement & Amendments

This Agreement, together with the Schedules, hereto constitutes the entire agreement and understanding between the parties relating to the subject matter hereof and supersedes all other agreements, oral or written, made between the parties with respect to such subject matter. Except as provided herein, this Agreement excluding schedules shall not be amended or modified in any way except by a written instrument signed by both Parties schedules may be amended or modified from time to time and the CLIENT shall be updated electronically.

Assignment

Neither Party shall assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent may be withheld at the other Party’s discretion.

Incorporated by Reference

The Preamble and all Attachments, Schedules and Exhibits attached hereto are hereby incorporated by reference and made a part of this Agreement.

Applicable law

This Agreement shall be governed by and interpreted in accordance with the laws of Malaysia, and the laws of Malaysia are applicable therein. All disputes arising under this Agreement will be referred to the courts of Kuala Lumpur of Federal Territory of Kuala Lumpur, Malaysia which will have jurisdiction, and each Party hereto irrevocably submits to the jurisdiction of such courts.
In case, the dispute is not resolvable via Malaysian courts, any and all disputes arising out of or in connection with this Agreement, including on its conclusion, binding effect, amendment, and termination, shall be resolved by arbitration by a panel of three (3) arbitrators in accordance with the Rules of Arbitration of the International Chamber Commerce (the “ICC Rules”) applicable at the commencement of the arbitration.
In the event of any dispute, the Parties hereby agree to make every effort to settle the dispute amicably before reverting to arbitration. An attempt for amicable settlement shall be deemed to have failed if one of the Parties to this Agreement so notifies the other Party or if one of the Parties serves a written notice (the “Arbitration Notice”) to the other Party that it intends to resolve the dispute by arbitration.
The first arbitrator shall be nominated for appointment by the Party initiating the arbitration proceedings in its request for arbitration. The second arbitrator shall be nominated for appointment by the other Party within twenty (20) days of the date on which that Party received the request for arbitration. The third arbitrator (who shall act as chairman of the arbitration tribunal) shall be nominated for appointment by the two appointed arbitrators.
The seat of the Arbitral Tribunal shall be Zurich (Switzerland). The procedural law of this place shall apply where the ICC Rules are silent. The proceedings shall be conducted in the English language.
The arbitration award shall be final and binding upon the Parties. The Parties agree that any such award of arbitration may be entered forthwith and enforced in any court of competent jurisdiction.

Currency

All references to monetary amounts in this Agreement shall be to [currency] currency.

Non-solicitation

Unless given prior written consent by the parties, which consent may require a payment to the party, each Party agrees that it will not, during the Initial Term, knowingly solicit or hire any employee of the other party who is directly involved in providing the Services herein.

Absence of presumption

No presumption shall operate in favor of or against any Party hereto as a result of any responsibility that any Party may have had for drafting this Agreement.

Language clause

It is hereby agreed that both parties specifically require that this Agreement and any notices, consents, authorizations, communications, and approvals be drawn up in the English language.

Interpretation

The headings and section numbers appearing in this Agreement or any Schedule attached hereto are inserted for convenience of reference only and shall not in any way affect the construction or interpretation of this Agreement. For the purposes of this Agreement a “day” means any day other than a Saturday, Sunday, or any other day on which CULLUC GROUP is not open for business during its regular business hours at its head office in Federal Territory of Kuala Lumpur.

Severability

If for any reason whatsoever, any term or condition of this Agreement or the application thereof to any party or circumstance is, to any extent, invalid or unenforceable, all other terms and conditions of this Agreement and/or the application of such terms and conditions to the parties or circumstances shall not be affected thereby and shall be separately valid and enforceable to the fullest extent permitted by law.

Force Majeure

In the event that any Party hereto is delayed or hindered in the performance of any act required herein by reason of strike, inability to procure materials, failure of power, Pandemics, restrictive governmental law or regulations, riots, insurrection, war, or other reasons of like nature not the fault of such Party, then the performance of such act shall be excused for the period of the delay and the period of performance of any such act shall be extended for a period equivalent to the period of such delay, up to a maximum of One (1) month. The provisions of this Force Majeure clause shall not operate to excuse any Party from the payment of any fee or other payment when due.

Waiver

No waiver by either party of any obligation, restriction, or remedy under this Agreement shall be valid unless by specific written instrument. No acceptance by a Party of any payment by another Party and no failure, refusal, or neglect of any Party to exercise any right under this Agreement or to insist upon full compliance by the other Party with its obligations hereunder, shall constitute a waiver of any other provision of this Agreement or any further or subsequent non-compliance with the same or any other provision.

Further Assurances

Each of the parties hereto hereby covenants and agrees to execute and deliver such further and other agreements, assurances, undertakings, acknowledgments or documents, and other acts and things as may be necessary or desirable in order to give full effect to this Agreement and every part hereof.

Binding Nature

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective (as applicable) successors and assigns.

Time of the Essence

Hereof, time shall be of the essence of this Agreement and of each and every part hereof.

Counterparts

This Agreement may be signed in counterparts, and by use of facsimile signatures, each of which when signed and delivered shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.