Terms & Conditions
MASTER AGREEMENT
Travel Hyper Market Solutions
INTRODUCTION
By completing the registration and activation process on the Osaka Connect Self Sign-Up Module, the
registering Agent / Agency / Enterprise / Enterprise acknowledges and agrees to be bound by the Osaka Connect
Master Services Clauses, as made available herein and deemed executed electronically upon acceptance.
This online acceptance serves as a binding legal contract between: Osaka Connect Private Limited (“Osaka Connect”) and the registering entity (“Agent / Agency / Enterprise”), collectively referred to as the Parties.
DEFINITIONS AND INTERPRETATIONS
“OsakaConnect Platform” / “Platform” – Refers to the proprietary systems, software, APIs, web connections,
databases, and other technology infrastructure made available by OsakaConnect for the purpose of delivering its
services.
“OsakaConnect Content” / “Marketplace” – Refers to the aggregated content and inventory supplied by
OsakaConnect’s partners, including but not limited to flights, hotels, car rentals, insurance, sports and event
tickets, ancillaries, and related travel services, whether provided directly or on behalf of principal suppliers,
airlines, consolidators, or other vendors.
“OsakaConnect API” – Refers to OsakaConnect’s Hypermarket Application Programming Interface, which
enables integration of the Marketplace Content, and related functionalities into an external platform or the Agent
/ Agency / Enterprise Interface.
“Agent / Agency / Enterprise Interface” – Refers to the existing booking engine, reservation system, or other
technology platform operated by the Agent / Agency / Enterprise.
“Intellectual Property Rights” / “IPR” – Refers to all patents, trademarks, service marks, trade names, trade
secrets, copyrights, design rights, database rights, moral rights, know-how, and all other intellectual or industrial
property rights, whether registered or unregistered, enforceable under applicable laws or international treaties,
including the Berne Convention for the Protection of Literary and Artistic Works.
“User / Customer” – Refers to any employee, consultant, agent, or end-customer of the Agent / Agency /
Enterprise who is duly authorized by the Agent / Agency / Enterprise to access and use the Content via credentials
issued by OsakaConnect.
“Support” – Refers to software and technical support services provided by OsakaConnect to its customers in
accordance with the prevailing support terms and policies in effect as of the Effective Date of this Agreement.
“Documentation” – Refers to all printed, electronic, or digital materials relating to the Platform, including but
not limited to user manuals, integration guides, technical specifications, and functional documentation supplied
by OsakaConnect.
“Subscription Fees” – Refers to the periodic fees payable by the Agent / Agency / Enterprise to OsakaConnect
for access to, and usage of, the Platform and associated Support, as detailed in Schedule II of this Agreement.
“Transaction Fees” – Refers to the fees payable by the Agent / Agency / Enterprise to OsakaConnect on a per
booking or per-ticket issuance basis, as set out in Schedule II of this Agreement.
“Setup Fee” – Refers to the one-time onboarding and configuration fee payable by the Agent / Agency /
Enterprise for the setup and activation of services under this Agreement.
“PCC” (Pseudo City Code) – Refers to the alphanumeric identifier assigned to a corporate user within a global
distribution or reservation system.
“Booking Request(s)” – Refers to reservation or booking instructions submitted by Users or Customers through
the Platform or the Agent / Agency / Enterprise Interface.
“Customers” – Refers to end-consumers of travel products, including but not limited to agents, merchants,
passengers, and corporate travelers.
“Reports” – Refers to periodic electronic reports generated by OsakaConnect, setting out details of costs, booking
transactions, amounts transferred to suppliers, refunds, cancellations, and other relevant financial or operational
data.
1. USAGE RIGHTS & RESTRICTIONS OF OSAKACONNECT’s PLATFORM
Except as expressly authorised herein, Agent / Agency / Enterprise / Enterprise shall not:
1.1 Distribute, disclose, translate, market, rent, lease or sub-license the platform nor use the platform for any third-party training, or facilities management purposes, nor process data for anyone other than clients who have signed agreements with Agent / Agency / Enterprise and/or its Affiliated Entities.
1.2 Decompile, reverse engineer, disassemble or otherwise reduce all or any part of the platform to human-readable form nor permit any third party to do so, except as permitted by law in jurisdictions where a right to reverse engineer is provided by law unless information is available about the Software in order to achieve interoperability with an independently-created program, Agent / Agency / Enterprise agrees to submit a detailed written proposal (which shall be subject to confidentiality provisions contained below) to OsakaConnect concerning Agent / Agency / Enterprise’s information needs before engaging in reverse engineering. OsakaConnect may, in its sole discretion, make such information available to Agent / Agency / Enterprise for a fee covering OsakaConnect’ administrative costs.
1.3 Transfer the platform to a different Location and/or Operating Environment without Notice to OsakaConnect.
1.4 Export the Platform in violation of any applicable export administration regulations. OsakaConnect assumes no responsibility or liability for Agent / Agency / Enterprise’s failure to obtain any necessary export approvals. Approvals are dependent upon an item’s technical characteristics, the destination, end-use and end-user, as well as other activities of the end user. Specifically, no OsakaConnect product may be exported to embargoed or otherwise restricted countries or end users. Please familiarize yourself with the laws of destination countries before re-exporting OsakaConnect products. This provision shall survive the expiration or earlier termination of this Agreement.
1.5 Delete, fail to reproduce, or modify any copyright or other proprietary rights notices that appear on or in the Platform and Documentation, the physical media, or other materials delivered by OsakaConnect.
1.6 Develop a competitive piece of platform, database, and/or template external to OsakaConnect, using intellectual property from the Platform or part of it. Agent / Agency / Enterprise acknowledges that the documentation related to the Platform is available to Agent / Agency / Enterprise and its clients only in order to facilitate the good use of the Platform as well as the development of interfaces with external systems.
2. USAGE OF THE OSAKA CONNECT API (APPLICATION PROGRAMMING INTERFACE)
2.1 License to Use the OsakaConnect API - Subject to the terms and conditions of this Agreement and if agreed to take upon as a product from OsakaConnect, OsakaConnect hereby grants a non-exclusive, non-transferable license to use the API during the term of this Agreement for the sole purpose of enabling the Agent / Agency / Enterprise Interface to interact with the OsakaConnect platform and the API (“License to Use API”). The License to Use API shall automatically terminate upon any termination of this Agreement.
2.2 License to Use Agent / Agency / Enterprise Interface. Subject to the terms and conditions of this Agreement, Agent / Agency / Enterprise hereby grants to OsakaConnect and its affiliates a non-exclusive, non-transferable license to use the Agent / Agency / Enterprise Interface during the term of this Agreement for the sole purpose of enabling the Agent / Agency / Enterprise System to interact with the OsakaConnect System through the API (“License to Use Vendor Interface”). The License to Use Agent / Agency / Enterprise Interface shall automatically terminate upon any termination of this Agreement.
2.3 Except for the License to Use API, Agent / Agency / Enterprise acknowledges and agrees that it acquires no license to the OsakaConnect System and that OsakaConnect and its affiliates own all right, title and interest in and to said System, its data and any modifications, alterations, translations or derivative works, but not limited to, the API and any code written by OsakaConnect in connection with the Agent / Agency / Enterprise Interface (collectively, the “Company Intellectual Property”).
2.4 The OsakaConnect API is provided on an “as is” basis and OsakaConnect makes no warranty that the operation of the API will be uninterrupted or error free nor that the XML will be compatible with and/or work in conjunction with any modifications and enhancements made by the Agent / Agency / Enterprise.
3. LICENSES AND PERMITS
3.1 Agent / Agency / Enterprise shall be responsible for obtaining all necessary licenses and permits and for complying with all applicable national, federal, provincial, state and municipal laws, codes, and regulations in connection with the provision of the services under this Agreement.
3.2 When requested, Agent / Agency / Enterprise shall provide OsakaConnect with adequate evidence of Agent / Agency / Enterprise’s compliance with this section.
4. TEST CALLS AND VERIFICATION
4.1 OsakaConnect or its representatives shall, from time to time, without notice and anonymously, make telephone
calls to the Agent / Agency / Enterprise and may make and keep records of these calls (including the name of the
individual spoken to by OsakaConnect representatives) and use the records for the following purposes:
a) to confirm compliance with this Agreement and then notifying the Agent / Agency / Enterprise of compliance
or any lapse or suspected lapse in compliance;
b) assessing market trends and practices; and
c) to identify training needs.
4.2 For purposes of compliance with Data Protection Laws (as these may be amended from time to time) Agent / Agency / Enterprise shall inform all of its personnel in advance that OsakaConnect shall be conducting such telephone calls and the purposes to which information collected in the calls may be put.
5. DATA PROTECTION
5.1 "Data Protection Laws" as used herein means all applicable laws relating to the collection, storing and processing of confidential personal information as such is defined in any and all data protection and privacy statutes relating to Agent / Agency / Enterprise’s and its End-Customers’ access to and use of the OsakaConnect platform in any relevant jurisdictions.
5.2 Compliance with Data Protection Laws. Both parties shall abide by and comply with all applicable laws governing the use and processing of personal information relating to Agent / Agency / Enterprise’s End-Customers and any other applicable third-parties (the “Personal Information”), and in particular to Data Protection Laws and any other laws relating to the security and privacy of Personal Information in force in the relevant jurisdictions where Agent / Agency / Enterprise and its Users and End-Customers access and use the OsakaConnect platform. The parties shall at all times ensure security of all Personal Information for which they are responsible to the standards established under the applicable Data Protection Laws, and the respective responsibility of the parties shall be determined based on which party collects, receives and processes the Personal Information (whether directly or through any agent, subcontractor or representative).
5.3 Responsibility. The responsible party as specified above shall be solely liable for any breach of security, compromise, theft, modification and/or corruption of Personal Information for which it is responsible (together “Data Compromise Events”). In the event of such a Data Compromise Event the responsible party in breach and default shall be solely liable and shall indemnify the other party.
5.4 Information obligation. The parties will keep each other informed with regard to any issues relating to the processing of the Personal Information, including but not limited to the obligation to (i) inform the other party immediately upon becoming aware of a Data Compromise Event that has caused or may cause Personal Information to be disclosed to unauthorized recipients and (ii) to inform the other party immediately upon receiving a third-party request for disclosure of such Personal Information.
5.5 Shared Personal Data. This clause, together with clauses 7.1, 7.2 and 7.3, sets out the framework for the sharing of Personal Information (“Shared Personal Data”) between the parties as data controllers. Each party acknowledges that one party (the “Data Discloser”) will regularly disclose to the other party (the “Permitted Recipient”) Shared Personal Data collected by the Data Discloser for purposes agreed between the parties and as permitted by applicable Data Protection Laws {the “Agreed Purposes”).
5.6 Effect of Non-Compliance with Data Protection Laws. Each party shall comply with all the obligations imposed on a data controller under the Data Protection Laws and, not by any act or omission, put the other party in breach of them in connection with this Agreement. Any material breach of the Data Protection Laws by one party shall, if not remedied within thirty (30) days of written notice from the other party, give grounds to the other party to terminate this Agreement with immediate effect.
5.7 Particular obligations relating to data sharing.
Each party shall:
a. ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipient for the Agreed Purposes;
b. provide full information of the nature of such processing to any data subject whose personal data may be processed under this Agreement. This includes giving notice that, on the termination of this Agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more Permitted Recipients, their successors and assignees;
c. process the Shared Personal Data only for the Agreed Purposes and shall not retain or process the Shared Personal Data for longer than is necessary to carry out the Agreed Purposes;
d. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipient(s);
e. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this Agreement;
f. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
g. not transfer any of the Shared Personal Data from a country to a country outside thereof which does not offer an adequate level of privacy protection, unless such transfer is permitted under the applicable local Data Protection Laws. The parties will take all measures required to achieve a permitted transfer.
5.8 Mutual Assistance. Each party shall assist the other in complying with all applicable requirements of the applicable Data Protection Laws. In particular, each party shall:
a. consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
b. promptly (and at the latest within seven (7) days of receipt) inform the other party about the receipt of any data subject access request;
c. provide the other party with reasonable assistance in complying with any data subject access request;
d. not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party whenever possible;
e. assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
f. notify the other party without undue delay on becoming aware of any breach of the Data Protection Laws, and provide assistance in relation to managing and resolving the breach;
g. at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this Agreement unless required by law to store the Personal Information;
h. use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
i. maintain complete and accurate records and information to demonstrate its compliance with this clause and allow for audits by the other party or the other party's designated auditor; and
j. provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of complying with the Data Protection Laws, including the joint training of relevant staff, the procedures to be followed in the event of a Data Compromise Event or other data security breach, and the regular review of the parties' compliance with the Data Protection Laws.
5.9 Breach of Data Protection Laws Indemnity. Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of any applicable Data Protection Laws by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle the claim.
6. CONFIDENTIALITY, NON-DISCLOSURE AND NON-CIRCUMVENTION
6.1 Each Party (“Recipient”) shall protect the other Party’s (“Discloser”) Confidential Information with at least the same degree of care and confidentiality, but not less than a reasonable standard of care, that Recipient uses for its own Confidential Information. Neither Party shall disclose, or permit to be disclosed, any Confidential Information, directly or indirectly, to any third party without the other Party’s prior written consent. “Confidential Information” includes without limitations the terms of this Agreement, the Software and all Documentation and all methods or concepts utilised therein, the results of any Software performance benchmark, all information relating to the business of the Discloser plus all information identified by the Discloser as proprietary and confidential. It is expressly agreed that it is Customer’s responsibility to take all reasonable measures in order to avoid Provider’s employees having unnecessary access to Customer’s Confidential Information
6.2 Recipient has no confidentiality obligation with respect to information which: (i) was in the lawful possession of, or was rightfully known by, Recipient prior to receipt from Discloser; (ii) is or becomes generally known to the public without violation of the terms of this Agreement; (iii) is lawfully obtained by Recipient from a third party not in breach of any obligation of confidentiality: (iv) is independently developed by Recipient without the participation of individuals who have had access to the Confidential Information; or (v) is required to be disclosed by court order or applicable law, provided the Discloser is given notice and opportunity to intervene.
6.3 Access to and use of the Software and associated Documentation shall be used solely for the internal requirements of Agent / Agency / Enterprise and confined to Agent / Agency / Enterprise’s employees and End Users under conditions of confidentiality. Government regulatory authorities and Agent / Agency / Enterprise’s auditors shall be permitted access to the Software under conditions of confidentiality which are no less stringent than those imposed upon Agent / Agency / Enterprise in this Agreement. Other disclosure, use, sharing or reproduction or access to any third party, except Agent / Agency / Enterprise’s End Users processing transactions in the normal course of business, shall not be allowed except as expressly provided for in this Agreement or authorized by Provider.
6.4 Recipient shall ensure that all persons to whom any Confidential Information is disclosed are made aware prior to disclosure that the same is confidential and that they owe a direct duty of confidence to Discloser in accordance with the terms of this Agreement, this without prejudice to the Recipient’s liability for any breach of confidentiality resulting from such disclosure.
6.5 Each Party shall promptly notify the other if it becomes aware of any breach of confidence and give the other Party all reasonable assistance in connection with the same. Each Party’s obligations under this Section 8 are of a unique character and each Party agrees that any breach of this Section may result in irreparable and continuing damage to the other Party for which there will be no adequate remedy in damages. In the event of such a breach, the damaged Party will be entitled to injunctive relief and/or a decree for specific performance and such further relief as may be proper.
6.6 Non-Circumvention: As part of the consideration received herein by the Parties, the sufficiency of which is hereby acknowledged, each Party hereby agrees that in relation to the subject matter of this Agreement it will not attempt, directly or indirectly, to contact any person or persons (including business entities and natural persons) given by the other Party (“the introducing party”), regardless whether as a potential or current customer, joint venture partner, supplier, vendor, lender, banker, financing or acquisition source or any other purpose of the disclosure of such person or persons, except with the express consent of the introducing party. Furthermore, each Party as applicable shall not deal with, or otherwise become involved in any transaction with, such person or persons which have been referred to or introduce
7. INDEMNIFICATION
Each Party (the "Indemnifier") shall indemnify the other (the "Indemnified") and hold the other and its officers,
employees and agents harmless from and against all and any Losses suffered or incurred by the Indemnified,
including legal expenses, arising out of or connected with any claim by any third party against the Indemnified
arising from the breach of any warranty or undertaking in this Agreement. The Indemnified shall notify the
Indemnifier in writing promptly upon becoming aware of any matter or claim to which the indemnity relates and
not make any admission or settlement in respect of such matter or claim without the written prior consent of the
Indemnifier (such consent not to be unreasonably withheld or delayed). The Indemnified shall allow the
Indemnifier, where appropriate, to appoint legal advisers of its choice and to conduct and/or settle negotiations
and/or proceedings relating to such matter or claim at its own expense. For the avoidance of doubt, the parties
shall indemnify each other and keep each other fully and effectively indemnified against any and all liability, loss,
damage, cost, expense, claims and demands arising from breach by either of them of their confidentiality
obligations.
8. LIMITATION OF LIABILITY
8.1 Acknowledgement: The use of OsakaConnect Platform and Support has been chosen and defined under the sole responsibility of Agent / Agency / Enterprise on the basis of the available documentation, from one or several demonstrations of the platform by OsakaConnect and from information available in the market. Agent / Agency / Enterprise declares that the necessary competencies were available to study the platform before deciding to enter into this Agreement, and that all information in this respect has been requested from OsakaConnect. Agent / Agency / Enterprise acknowledges that it is its responsibility to verify that the platform is suitable for its own requirements.
8.2 Death or Injury: Nothing in this Agreement shall exclude or in any way limit either Party’s liability for death or personal injury to any person caused by the negligence or breach of statutory duty by its employees, agents or sub-contractors to the extent applicable law prohibits such limitation.
8.3 Property Damage or Loss: The liability of osakaconnect to Agent / Agency / Enterprise for the loss of, or damage to, any tangible property of Agent / Agency / Enterprise arising from the negligence of any osakaconnect employee, agent or subcontractor acting in the course of their duties shall be limited to and shall not in any circumstances exceed the aggregate amount of subscription / monthly fees paid by customer under this agreement in the three (3) months immediately preceeding any such proven incidence of negligence.
8.4 Direct loss: Except as expressly stated elsewhere in this agreement and without prejudice to sections 8.2 and 8.3 hereof, the liability of osakaconnect to agent /agency for direct loss or damage, whether arising in contract, negligence, tort or otherwise, shall be limited to and shall in no circumstances exceed the aggregate amount of subscription / monthly fees paid by Agent / Agency / Enterprise under this agreement in the three (3) months immediately preceeding any such proven incidence of direct loss or damage.
8.5 Indirect Loss: Notwithstanding anything else contained in this agreement, osakaconnect shall not be liable to Agent / Agency / Enterprise for any of the following losses or damage (whether such losses or damage were foreseen, foreseeable, known or otherwise): loss of revenue; loss of actual or anticipated profits (including loss of profits on contracts); loss of the use of money; loss of anticipated savings; loss of business; loss of opportunity; loss of goodwill, loss of reputation; loss of, damage to or corruption of data; or any indirect or consequential loss or damage howsoever caused (including, without limitation, where such losses or damage are also of a type or category specified above in this paragraph 10.5 and whether caused by breach of contract, negligence or other tort or otherwise). The provisions of this Agreement allocate the risks between Provider and Customer. Provider’s pricing reflects the allocation of risk and the limitation of liability specified herein.
8.6 Except for actions for non-payment, or breach of OsakaConnect’ proprietary rights in the platform, no action arising out of any breach or claimed breach of this Agreement may be brought by either Party more than one (1) year after the cause of action has accrued. For the purposes of this Agreement, a cause of action will be deemed to have accrued when a Party knew or reasonably should have known of the breach or claimed breach.
9. LIMITED WARRANTIES
9.1 Warranties and Disclaimers:
9.1.1 Platform Warranty: OsakaConnect warrants that the platform to which Agent / Agency / Enterprise is granted access and usage rights will perform substantially in accordance with the Documentation for the term of this Agreement, and OsakaConnect will, at its discretion, correct any errors or defects that materially affect Agent / Agency / Enterprise and/or Agent / Agency / Enterprise’s End-Users.
9.1.2 OsakaConnect warrants that it has the right to grant to Agent / Agency / Enterprise the right to access and use the platform and to provide Support in respect thereof in accordance with the terms and conditions set forth herein.
9.1.3 Anti-virus Warranty: OsakaConnect shall periodically test the platform for viruses and other malware, using commercially available virus checking software, consistent with current industry practice.
9.1.4 Services Warranty: OsakaConnect warrants that its Software Support will be performed consistent with generally accepted industry standards and with reasonable care and skill. This warranty shall be valid in each case for ninety (90) days from performance of the relevant service.
9.1.5 Disclaimers: The warranties above are exclusive and in lieu of any conditions or warranties of any kind, whether express or implied, statutory or otherwise, with respect to this agreement, or any software or services provided by osakaconnect to customer, including, without limitation, any implied warranties of satisfactory quality and fitness for a particular purpose. provider does not warrant that the software will meet Agent / Agency / Enterprise’s requirements, that the operation of the platform will be uninterrupted or error free or that all platform errors will be corrected. except as expressly set forth in this agreement, osakaconnect makes no representations and warranties of any kind whatsoever, whether express or implied.
9.1.6 Exclusive Remedies: For any breach of the warranties contained in Section 9.1 above, Agent / Agency / Enterprise’s exclusive remedy, and OsakaConnect’s sole obligation and entire liability, shall be limited to the correction of Platform errors that cause the breach of warranty.
10. TERMINATION
10.1 This Agreement may be terminated immediately by OsakaConnect by giving notice in writing to the Agent / Agency / Enterprise, without payment or compensation, in the event Agent / Agency / Enterprise does not fulfil its obligations set forth in this Agreement.
10.2 Either party may terminate this Agreement by written notice with immediate effect if:
a. the other party is or is reasonably likely to: become insolvent; or enter into any composition, scheme or
arrangement with its creditors; or have a receiver (including an administrative receiver) appointed over
all or any of its assets; or have distress or execution levied on its assets which is not paid within seven
(7) days; or (if the Agent / Agency / Enterprise is an individual) be the subject of a petition for a
bankruptcy order; or appear on reasonable grounds to be unable to pay its debts; or (if the Agent / Agency
/ Enterprise is a partnership) be dissolved; or suffer any similar procedure to any set out in this Agreement
or if the other party suspends or ceases or threatens to suspend or cease carrying on its business; or
b. the other party materially breaches this Agreement; or
c. the other party fails to remedy, where it is capable of remedy, or persists in any breach of any of its
obligations under this Agreement after having been required in writing to remedy or desist from such
breach within thirty (30) days; or
d. there is a change of control in the other party; or
e. any regulatory authority lawfully requires either or both parties to terminate this Agreement or not give
effect to the whole or a material part of this Agreement or requires either or both of the parties to cease
arrangements of this nature.
10.3 Termination of this Agreement for any reason shall be without prejudice to the rights and remedies of either party which may have accrued up to termination. In particular, where a passenger has concluded a contract with the Agent / Agency / Enterprise for the purchase of a travel product or seat on a flight at a Seat Only Fare prior to termination, then OsakaConnect shall honor such contract and treat this Agreement as not having terminated in relation to such contract for that seat or travel itinerary only where the Agent / Agency / Enterprise has completed the transaction with OsakaConnect
11. LAW & JURISDICTION
11.1 This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of India
11.2 Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of India
12. CREDIT / DEBIT CARD USAGE & RESPONSIBILITY DISCLAIMER
12.1 Ownership & Authorization
→ The credit / debit cards used on the Platform for transactions are the sole property of the User, its
directors, partners, or authorized representatives.
→ The User confirms that all cards are lawfully obtained, valid, and used with full authorization of the
cardholder.
→ OsakaConnect shall not be deemed to own, control, or authorize such credit cards in any manner.
12.2 Liability for Transactions
→ The User shall be solely and absolutely responsible for all transactions made through their credit / debit
cards on the Platform.
→ All charges, interest, and liabilities (including but not limited to booking payments, cancellations,
refunds, or ancillary service charges) shall rest exclusively with the User.
→ The User undertakes not to raise any claims against OsakaConnect for any disputes relating to card
usage.
12.3 Fraud & Misuse
→ Any fraudulent use of credit / debit cards, including but not limited to unauthorized transactions, theft,
or misuse, shall be the sole responsibility of the User.
→ The User shall indemnify and hold OsakaConnect harmless from all claims, losses, penalties,
chargebacks, or damages arising from fraudulent or unauthorized use of credit /debit cards.
12.4 Chargebacks & Reversals
→ In the event of a chargeback or reversal of funds initiated by the issuing bank, cardholder, or payment
gateway, the User shall remain fully liable for such amounts.
→ The User agrees to immediately reimburse OsakaConnect for any amounts deducted due to
chargebacks, including applicable penalties, interest, or administrative fees.
→ Non-payment of such reimbursements shall entitle OsakaConnect to suspend or terminate the User’s
access to the Platform without prejudice to other remedies available in law.
12.5 Compliance with Laws
→ The User agrees to comply with all applicable laws, RBI guidelines, card network rules, and anti
money laundering (AML) requirements in relation to credit card usage.
→ Any breach of legal obligations shall be the sole liability of the User.
12.6 Indemnity & Hold Harmless
→ The User shall indemnify, defend, and hold OsakaConnect, its affiliates, directors, employees, and
partners harmless from and against any claims, damages, costs, or liabilities arising directly or
indirectly from:
o Misuse of credit / debit cards,
o Fraudulent or unauthorized transactions,
o Chargebacks and reversals,
o Non-compliance with applicable laws or card issuer policies.
12.7 Limitation of OsakaConnect’s Role
→ OsakaConnect is solely a technology provider and aggregator platform and does not act as a card
issuer, acquiring bank, or payment processor.
→ OsakaConnect’s role is limited to facilitating transactions between Users and suppliers, and it bears no
liability for the validity, authorization, or consequences of credit card usage by the User.
13. PAYMENTS
• Applicable fares / costs must be paid by Agent/Agency to OsakaConnect prior to any travel product being
issued / booked through the use of the Payment Gateway or the Top Up based Wallet Module.
• Payment shall be in INR or the settlement currency may be decided from time to time consistent with
the supplier or airline or OsakaConnect payment settlement terms and conditions.
• All sums payable by the Agent/Agency pursuant to this Agreement are exclusive of any and all
government taxes and fees for which the Agent/Agency is solely liable.
• If payment is not received in accordance with the procedures set out above or such other procedures
agreed to in writing between OsakaConnect and Agent/Agency from time to time, then OsakaConnect
shall have the right, in its absolute discretion, to refuse to accept any further new bookings by
Agent/Agency or its Users.
• OsakaConnect shall invoice the Agent/Agency for all sums owed by the Agent/Agency to OsakaConnect.
Payment of all invoices shall be made in accordance with the terms appearing on the invoice and in this
clause.
a. For the One Time Setup Fee – This shall be paid at the start of any project.
b. For the Monthly Subscription Fees – OsakaConnect shall invoice at the end of each month for
payments to be made for the upcoming month before 15th
c. For Transaction / Service Fees payable for the bookings carried out on the OsakaConnect platform,
invoices shall be submitted on weekly basis. The Agent. / Agency is to clear all payments within 3
days of submission of invoices.
• If Agent/Agency fails to pay the invoice for issued tickets by the due date OsakaConnect has the right,
in its sole discretion, to suspend Agent/Agency’s access to the OsakaConnect platform.
14. EXPENSES AND CHARGEBACKS
• OsakaConnect will not pay any expenses incurred by Agent/Agency in running its day to day business
operations or through the use of the OsakaConnect Platform.
• If any credit card provider or airline company or principle suppllier issues a chargeback owing to the
actions of the Agent / Agency / Enterprise, it shall be the Agent/Agency’s responsibility to male good
the said costs of chargeback received. Under no circumstances will OsakaConnect be responsible for
reimbursing the credit card company or airlines / principle content providers on account of an Agent /
Agency / Enterprise related chargeback - In this regard, the Agent/Agency agrees to indemnify and save
harmless OsakaConnect in relation to any claims.
15. GENERAL TERMS:
• Post Booking Management (Transactions): OsakaConnect shall support all post booking management
activities & any offline queries through its 24X7 Global Operations Desk for its own Marketplace content
only.
• Look to Book: 300 Look to Book searches are standard part of the package for all air content post which
a fee of INR 5 Per Search shall be charged.
• Instant Payment & Credit Terms: The Agent / Agency / Enterprise shall not be offered any credit for
transactions. All transactions will be booked on Cash & Carry Medium or through a Wallet top up system.
• Add / Collect, Change Penalties shall be subject to Supplier / Airline fare rules and shall be borne by the
Agent / Agency / Enterprise on actuals.
• All agency debit memos (ADM) issued by the airlines due to any action / inaction of the agent / agency
/ enterprise shall be borne by the agent on actuals.
16. ELECTRONIC ACCEPTANCE
By selecting the checkbox stating “I Agree to Osaka Connect Terms and Conditions” and proceeding with the
self sign-up process, the Agent / Agency / Enterprise / Enterprise confirms and agrees that:
1. They have read, understood, and accepted all the terms, clauses, and annexures above.
2. They are duly authorized to enter into this agreement on behalf of the business entity they represent.
3. The act of digital acceptance constitutes a legally binding signature, enforceable under the Information
Technology Act, 2000 and all applicable laws of India.
4. All subsequent transactions, configurations, and usage under their login shall be governed by this
agreement.
