Commercial Terms - Group Sales

“Agent”  as set out in the Group Sales Commitment;

“Airline” or “Airlines” Virgin or Delta, collectively referred to as the Airlines;

“BSP” means the IATA Billing and Settlement Procedures;

“Confidential Information” means all confidential information (however recorded or preserved) disclosed by a party or its Representatives to the other party or parties and its or their Representatives, whether before or after the Effective Date, in connection with the business of the Airlines, including but not limited:

1. the existence and terms of these terms and conditions;
2. any data which is disclosed in a manner clearly indicating it is of a confidential nature or which by its nature or in the circumstances in which it was disclosed, is clearly confidential; and
3. without limiting the generality of the foregoing, specifically includes information and material relating to each party’s business, past or present customers, discounts, processes, business plans or financial information;

“Delta” Delta Air Lines, Inc (Company Number FC005586);

“DRS” means a computerized Direct Reference System used to store and retrieve information to conduct transactions with the Airline;

“GDS” means a computerized Global Distribution System used to store and retrieve information to conduct transactions with the Airline;

“Group” means minimum 10 passengers in Economy; minimum 8 passengers in Premium Economy and Upper Class; a Group adhering to minimum numbers can consist of Adults, Children and/or Infants occupying a seat. These passengers will collectively be accepted as a group;

“Group Sales Commercial Terms”  mean these terms and conditions, available and accessible here 

“IATA” means the International Air Transport Association;

“PNR” shall have the meaning given to it by IATA;

“Representative” means, in relation to a party, its employees, directors, officers, representatives, advisers, joint ventures partners and subcontractors; and

“Trade Mission” means a Department of International Trade or Chamber of Commerce Government funded trip

“Virgin”  Virgin Atlantic Airways Limited (Company No. 1699117).    

2.1   These terms and conditions shall apply to all bookings of Groups.  All Group bookings must be referred by the Agent to Virgin and may not be requested via any other system or medium. Nothing in these terms and conditions obliges Virgin to accept any bookings requested by the Agent.  On confirmation of a booking Virgin will raise a booking confirmation in the form of an email ‘Group Sales Commitment’. If the Agent fails to follow any procedure detailed herein, Virgin may cancel any booking without notice or liability to the Agent. 

3.1  The parties agree that any Appendices attached to these terms and conditions shall be incorporated in and be part of these terms and conditions and the Airlines may, from time to time, supply to the Agent replacement addendum and Appendices which shall, upon receipt by the Agent supersede any prior addendum or Appendices and shall be deemed to be incorporated into these terms and conditions from the date of issue.

3.2   The Airlines reserve the right to amend the Group Sales Commercial Terms at any time.

4.1 The following conditions shall apply in respect of all Group bookings:

4.1.1   Deposits – On confirmation of the booking, the Agent will be required to commit to a deposit amount of £50 per person (Economy), £100 per person (Premium Economy) or £200 per person (Upper Class).  Where a passenger in a Group is booked in different classes for the outbound and return flights, the higher deposit will be apply.  Where the Agent is holding space of more than sixty (60) percent of a whole cabin or holding space which dedicates a whole aircraft to one Group, the Agent will be required to commit to a deposit of fifty (50) percent of the agreed net fare. Virgin will send a Group Sales Commitment confirming the total commitment, passenger numbers, unique locator, flights and dates. The Agent must confirm by email the Group Sales Commitment by the due date specified or the Group will be cancelled without notice to the Agent. Virgin will accept no liability arising from any such cancellation. If the acceptance of the Group Sales Commitment is received after the due date this will be treated as a new Group request which will be subject to availability and rates at that time.

4.1.2   If the Group is a Trade Mission, on its application, Virgin may waive the requirement of a deposit on receipt of a letter of appointment on appropriate letter-headed paper confirming the appointment of the Agent.

4.1.3   Take-up – After the Group Sales Commitment has been received from the Agent, if the size of the Group is increased, a further Group Sales Commitment will be emailed for the additional deposits. The Group may be reduced by up to 20% of the total committed number without penalty until six weeks prior to departure, providing the number does not fall below the minimum definition of a Group. Deposits are not transferable. If the Group is cancelled outright prior to receipt of Final Names or Written Commitment, Virgin will raise an ADM for the total deposits committed to on the Group Sales Commitment.

4.1.4   Price – Rates quoted will exclude taxes, duties, charges and any other additional costs (which may be subject to increases or decreases). All fares will be quoted net of commission i.e. no commission may be claimed through BSP. Rates will be subject to the minimum Group size being met, if numbers fall below this minimum the booking will be cancelled and the passengers will be rebooked at the lowest available individual rate. If the passengers subsequently cancel, charges applicable to the new fare will apply. Virgin cannot guarantee fares for any part of the itinerary involving the services of another carrier. Upper Class Group fares do not include limos/transfer options.

4.1.5   Advertising – Any use of the Airlines’ names or logos must first be authorised in writing by the Airlines’ Marketing Departments. The fares covered by this terms and conditions must not be sold on to agents or passengers as an individual Seat Only fare.

5.1  To make a final commitment to the booking (“Final Commitment”), the Agent is required to submit to Virgin, no later than six weeks  prior to departure, either:

      5.1.1   Final Names – The Agent must submit the final numbers of the passengers in the Group. Subsequent cancellation will result in Virgin raising an ADM for the full agreed rate. Names, as stated on the individual’s passport, must be provided to meet immigration requirements. Charges will be incurred should any name be advised and ticketed incorrectly. All children and infants under 12 years of age must be clearly identified and their date of birth provided. Visas/immigration requirements are the responsibility of the passenger – failure to obtain the correct documentation may result in the passenger being denied boarding for which Virgin accepts no liability; or

     5.1.2   Written Commitment –The Agent must provide a written commitment to a given number of seats in lieu of names and acceptance that Virgin will raise an ADM for the full agreed rate (excluding taxes) for any further drop-out. 

5.2   If the Agent fails to send a Final Commitment six weeks prior to departure, the booking will be cancelled without notice to the Agent. Virgin will accept no liability arising from any such cancellation and will raise an ADM for 100% of the deposits committed to on the Group Sales Commitment.

5.3   f the Agent provides Written Commitment six weeks prior to departure, the passenger names and ticket numbers must be advised no later than five (5) working days prior to departure. If names and ticket numbers are not provided five (5) working days prior to departure, the unnamed seats will be cancelled by the Airline without notice to the Agent and Virgin will raise an ADM for all seats released at the full agreed rate.

6.1   Name changes will be permitted without charge up until ticket issue, subject to availability. After ticket issue, a new ticket will need to be purchased for the new passenger and the original ticket submitted for refund less the applicable cancellation charge. Tickets are not transferable or re-routable.  Date changes before and after ticket issue are permitted at a charge plus any difference in fare, subject to availability. The Agent will need to re-issue or revalidate the tickets as instructed by Virgin. The maximum number of passengers deviating (date changing) either outbound or return from the main group dates must not exceed 20% of the Group total, the remainder of which must still exceed the minimum definition of a Group. The whole Group cannot date change once contracted.

7.1   All tickets must be issued by E ticket numbers advised to Virgin, no later than five (5) working days prior to departure. See Appendix 1 for ticketing instructions.

8.1   The Agent shall remit all payments due to the Airlines for bookings made under this Terms and conditions via the BSP, in accordance with its applicable payment time limits in place with IATA.

8.2   Any refunds in respect of an Airline’s cancellation of a flight prior to the date of departure shall only be made by the Agent to the passenger in accordance with the applicable Airline’s refund policy. Reimbursement by the Airline to the Agent for refunds in accordance with its policy shall be done by BSP.

8.3   Any reimbursement, refund or compensation due to a passenger by an Airline in respect of flight cancellation, delay or denied boarding by the Airline on the day of the relevant flight shall be dealt with by the Airline directly with the passenger and the Agent shall direct any passengers to the Airline in respect of such queries.

9.1   Each Airline, without prior notice, may cancel flights, amend departure times, change equipment and transfer passengers to an alternative carrier in case of necessity.

9.2   If the Agent fails to comply with any of its obligations under this terms and conditions, then (without prejudice to any other remedy) the airline may decline to provide any or all of the air transport described in this Terms and conditions, may cancel any tickets issued for such air transport and may retain any deposits paid thereunder by the Agent.

9.3   If an Airline notifies the Agent of a flight cancellation or delay, the Agent shall promptly notify all affected passengers (for whom it holds bookings and contact information) of such cancellation or delay.

9.4   All travel on an Airline shall be subject to its Conditions of Carriage and Conditions of Contract as may be amended from time to time.

Connecting Flights

9.5   The Airlines cannot be held responsible for missed connections with other airlines due to either carrier schedule changing and cancelling their flights or if the connection has been booked by the Agent within the recognised IATA minimum connecting time. Any name/ticket deadline required by other carriers prior to one month must be adhered to and will supersede the Virgin due date.

10.1   Each party (the “Receiving Party”) acknowledges the economic value to the other party (the “Disclosing Party”) of the Disclosing Party's Confidential Information and, in accordance with these terms and conditions, shall keep in confidence all such Confidential Information.   The Receiving Party shall (and shall procure that its Representatives who have access to the Confidential Information of the Disclosing Party pursuant to clause 10.2 shall):

10.1.1   treat and maintain as confidential all Confidential Information of the Disclosing Party by taking the same security measures and using the same degree of care as the Receiving Party applies to its own confidential information and which it warrants as providing adequate protection against any unauthorised disclosure, copying or use (but shall in any event use all reasonable endeavours to keep the Confidential Information of the Disclosing Party confidential);
10.1.2   not disclose the Confidential Information of the Disclosing Party to any other person other than with the prior written consent of the Disclosing Party or in accordance with clauses 10.2 and 10.3; and
10.1.3   not use the Confidential Information of the Disclosing Party for any purpose other than the performance of its obligations under these terms and conditions.
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10.2   The Receiving Party may disclose the Confidential Information of the Disclosing Party solely to its Representatives to the extent that it is necessary for the purposes of these terms and conditions.

10.3   The Receiving Party shall procure that each Representative is made aware of and complies with all the Receiving Party's obligations of confidentiality under these terms and conditions as if the Recipient was a party to these terms and conditions. The Receiving Party shall be fully responsible and liable for any breaches of this clause 10 by any of its Representatives as if such breach were made by the Receiving Party.

10.4   The obligations of confidence under this clause 10 shall not apply to any information that:

10.4.1   is or becomes generally available to the public (other than as a result of disclosure by the Receiving Party or its Representatives in breach of this clause);
10.4.2   was available to the Receiving Party on a non-confidential basis before disclosure by the Disclosing Party;
10.4.3   was, is or becomes available to the Receiving Party on a non-confidential basis from a person who, to the Receiving Party's knowledge, is not bound by a confidentiality agreement with the Disclosing Party or otherwise prohibited from disclosing the information to the Receiving Party;
10.4.4   the parties agree in writing is not confidential or may be disclosed; or
10.4.5   is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.

10.5   All Confidential Information, including permitted copies, shall be deemed the property of the Disclosing Party. The Receiving Party shall, within twenty (20) days of receiving a written request from the Disclosing Party, destroy or return to the Disclosing Party (at the Disclosing Party’s discretion) all Confidential Information, including permitted copies thereof.
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10.6   The obligations of confidence under this clause 10 shall survive expiry or termination of these terms and conditions howsoever arising for a period of two (2) years thereafter.

10.7   The parties agree to comply with the requirements of any applicable data protection laws and regulations relevant to their conduct under these terms and conditions.  

11.1   In accordance with the Airlines’ commitment to sustainable and ethical business practices, each party warrants that when performing any service for or on behalf of the other party, and/or otherwise in relation to any activities it undertakes in connection with the performance of this Terms and conditions, it shall (and shall procure that its Representatives shall):

11.1.1   not offer, promise, give or receive any improper financial payment and/or other improper advantage to or from any person, customer or supplier;

11.1.2   not make or offer, directly or indirectly, any payment, gift or other advantage to a foreign public official with the intention of influencing them and obtaining or retaining an advantage in the conduct of business;

11.1.3   not directly or indirectly use or encourage forced, compulsory or child labour;

11.1.4   remain in compliance with the laws, statutes and regulations from time to time in force of the country applicable to the services it will perform under this Terms and conditions and specifically the UK Bribery Act 2010 and Modern Slavery Act 2015; and

11.1.5   adhere to the Airlines’ Responsible Supplier Policy as supplied to Agent from time to time.  

12.1   The parties agree that the provisions of these terms and conditions are personal to them and that a person who is not a party to these terms and conditions shall have no right under the Contract (Rights of Third Parties) Act 1999 to enforce any term of these terms and conditions. This clause does not affect any right or remedy of any person who exists or is available otherwise than pursuant to that Act.

13.1   These terms and conditions comprise the entire terms and conditions between the parties relating to the subject matter and supersedes all previous terms and conditions between the parties whether written or oral.  No party has relied on any representation or promise except as expressly set out in these terms and conditions, save that nothing in this clause shall excuse either party from fraudulent misrepresentation.

14.1   Neither the rights nor the obligations of the Agent under these terms and conditions may be assigned, transferred, sub-contracted or otherwise disposed of, in whole or in part, without prior written consent of each Airline.      

15.1   If any provision of these terms and conditions is found by any Court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these terms and conditions, which shall remain in full force and effect and the parties agree to use their best endeavours to replace such invalid or unenforceable provision with a valid and enforceable provision that will achieve the purpose of the invalid or unenforceable provision. 

16.1   There shall be no waiver of any term, provision or condition of these terms and conditions unless such waiver is evidence in writing and signed by the waiving party.  No omission or delay by either party in exercising any of its rights shall be treated as a waiver thereof, nor shall any single or partial exercise of right preclude any other or further exercise thereof or any exercise of any other right. For the avoidance of doubt of doubt it is agreed that a waiver or a right on one occasion shall not constitute a waiver of such right in the future.

17.1   In no event shall Virgin and Delta be held jointly and severally liable for any actions of each other under these terms and conditions.

18.1   These terms and conditions shall be governed and construed in accordance with English Law and the parties agree that the English Courts shall have exclusive jurisdiction over any suit, action, proceedings or dispute arising out of or in connection with these terms and conditions.

Appendix 1

AD-HOC GROUP TICKETING INSTRUCTIONS

Once final names have been received by Virgin six weeks prior to departure (or 5 days on receipt of final commitment), then the following procedure must be adhered to when issuing the tickets:

Agents using Galieo or Worldspan:

1. Create a passive booking in your for the GDS purpose of ticketing. A passive booking should only be created and a ticket issued to a passenger if an identical reservation exists in that class in Virgin's internal reservation system.

2. Agents shall only create a passive booking in their CRS at the time of ticket issue and not for accounting or administrative purposes, or for satisfying productivity requirements contained in any agreement between the Agent and a GDS provider or to circumvent any fare rules. Agents agree to utilise auxiliary/non-billable status codes when creating passive segments for any purpose other than ticketing, such as itineraries or invoices. For more information refer to the relevant DRS pages in the GDS.

Agents using Amadeus or Sabre:

Issue tickets against a claimed PNR. Once Claimed a PNR of less than 10 passengers will require tickets to be issued within 72 hours of claim. A VAA PNR can only be claimed once full names or written commitment has been provided and Group Sales have removed any inhibitors preventing the claim.

Tickets should be issued, on Virgin Atlantic paper with fare basis BT, show the applicable taxes, fees and charges for this route and the following endorsements:

    i) Valid VS Only / Non Endorsable

    ii) Changes Restricted / Non Refundable

    iii) Refer to VS UK Group Sales

In the tour code box, show the applicable `deal code` for your Group. You will find this code on the ad-hoc booking confirmation. Please ensure this is shown on all tickets. If the deal code is omitted from a ticket or is incorrectly entered on a ticket the full-published fare will be charged by Virgin Atlantic’s Revenue Accounts Department. With this scheme, credit cards cannot be used as payment.