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Agent Terms and Conditions

Governing independent travel agents’ use of the Travel Dash platform

1. Introduction

1.1 These Agent Terms and Conditions (this “Agreement”) govern the relationship between Travel Dash (“Platform”, “we”, “us”) and the independent travel agent or agency identified on the Agent Account (“Agent”, “you”). This Agreement applies whenever Agent registers for, accesses, or uses UAB Spine Revolution (Tripdash) websites and applications (together, the “Platform”) to offer or provide Travel Services to Travellers.

1.2 This Agreement is separate from, and governs a different relationship than, the terms of use and privacy policy that apply to Travellers who use the Platform to discover and engage Agents (the “Traveller Terms”).

1.3 AGENT IS OBLIGED TO CAREFULLY READ THIS AGREEMENT BEFORE ACCEPTING IT. AGENT’S REGISTRATION FOR, OR CONTINUED USE OF, THE PLATFORM CONFIRMS THAT AGENT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THIS AGREEMENT.

1.4 Where Agent is established in the European Union, this Agreement is intended to be consistent with EU Regulations (the “Regulation”). If a provision of this Agreement conflicts with a mandatory requirement of the Regulations applicable to Agent, the Regulations prevails.

1.5 This Agreement contains an arbitration provision in Section 17 that affects how disputes with Agents established outside the European Union are resolved.

1.6 Contact: team@tripdash.net

2. Definitions

Capitalised terms have the meanings given below, unless this Agreement provides otherwise:

  • (a) Agent — the independent individual travel professional or travel agency entity that has registered an Agent Account and is a party to this Agreement.
  • (b) Agent Account — the account Agent creates on the Platform to access the Service.
  • (c) Agreement — this Agent Terms and Conditions, together with the Pricing Page, Privacy Policy, any Data Processing Addendum entered into by the parties, and any other document referenced herein.
  • (d) Booking — a specific arrangement that Agent agrees to provide to a Traveller, whether or not concluded using a tool made available on the Platform.
  • (e) Commission / Service Fee — a variable fee, if and as set out on the Pricing Page, that Platform may charge in connection with a Booking.
  • (f) Effective Date — the date Agent first accepts this Agreement.
  • (g) Payment Service Provider (PSP) — the licensed third-party payment institution(s) engaged by Platform from time to time to process payments between Travellers and Agents.
  • (h) Personal Data — has the meaning given in the Privacy Policy and applicable data protection law.
  • (i) Platform — Travel Dash and the websites and applications it operates.
  • (j) Pricing Page — the then-current description of Subscription Fees and any Commission, published on the Platform or otherwise notified to Agent.
  • (k) Privacy Policy — the Platform’s privacy policy as published from time to time.
  • (l) Sensitive Booking Data — passport numbers, national identity numbers or other government-issued identifiers, and payment card or bank account details, relating to a Traveller.
  • (m) Subscription Fee — the recurring fee payable by Agent to Platform for access to the Platform, as set out on the Pricing Page.
  • (n) Travel Services — flights, accommodation, transfers, tours, cruises, insurance, and any other travel-related service that Agent books to a Traveller.
  • (o) Traveller — an end consumer who uses the Platform to discover or engage Agent.

3. Eligibility, Registration and Verification

3.1 Agent represents and warrants that it is a legal entity, sole trader, or individual with full legal capacity to enter into binding contracts and to carry on the business of arranging Travel Services in every jurisdiction in which it operates, and that it is entering into this Agreement for purposes related to its trade, business, craft, or profession and not as a consumer.

3.2 To register an Agent Account, Agent must complete Platform’s verification process (“Verification”), which may include providing:

  • (a) proof of identity;
  • (b) proof of business registration and tax status;
  • (c) evidence of any licence, registration, bond, or trust account required of a seller of travel, travel agent, or similar in Agent’s home jurisdiction or any jurisdiction where Agent solicits or serves Travellers, including without limitation any US state seller-of-travel registration (such as those maintained by California, Florida, Hawaii, and Washington) where applicable;
  • (d) evidence of professional indemnity or errors-and-omissions insurance meeting the requirements of Section 6.9; and
  • (e) completion of any training Platform makes a condition of using the Platform.

3.3 Agent must keep all information and documents provided under this Section 3 current, complete, and accurate, and must promptly notify Platform of any change, including any suspension, lapse, or revocation of a registration, licence, bond, or insurance policy referred to in Section 3.2.

3.4 Platform may decline to complete Verification, or may suspend or terminate an Agent Account in accordance with Section 14, if information provided is false, misleading, or incomplete, or if Agent does not meet Platform’s then-current Verification requirements.

3.5 Verification is a condition of using the Platform. It is not a professional qualification, licence, or certification issued or endorsed by Platform, and Platform does not guarantee the quality, safety, or legality of Travel Services that a Verified Agent provides.

4. Formation and Term of this Agreement

4.1 This Agreement is formed, and becomes binding on Agent, when Agent ticks the box “I agree to the Agent Terms and Conditions” (or takes materially the same action) while completing registration of an Agent Account, or, if earlier, when Agent first accesses the Platform in the capacity of an Agent.

4.2 This Agreement takes effect on the Effective Date and continues until terminated in accordance with Section 14.

4.3 Platform will provide Agent with a copy of this Agreement in electronic, durable form, and will keep the then-current version available on the Platform at all times.

5. The Platform’s Role; Relationship of the Parties

5.1 Platform operates a technology platform that allows Travellers to discover, communicate with, and engage independent travel agents, including Agent, and allows Agent to manage bookings, clients, and payments in connection with the Travel Services Agent provides. Platform is an intermediary and facilitator only.

5.2 Platform is not a travel agency, tour operator, package organiser, or seller of travel, is not a party to any contract for Travel Services, and does not itself sell, arrange, or provide any Travel Service. Agent is the sole contracting party with the Traveller in respect of every Booking, and Agent, not Platform, is responsible for the performance, quality, safety, and lawfulness of the Travel Services provided.

5.3 Agent and Platform are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency (except as expressly stated in Section 8.6 in respect of payment processing), or employment relationship between the parties. Neither party has authority to bind the other or to make representations on the other’s behalf, except as expressly permitted under this Agreement.

5.4 Agent must not represent, suggest, or imply to any Traveller or third party that Platform is the seller, organiser, or provider of any Travel Service, that Platform is booking or guaranteeing the Traveller’s trip, or that Agent is an employee, partner, or legal representative of Platform. Agent’s marketing and communications must accurately describe Platform as a service that connects Travellers with independent, Verified travel agents.

5.5 Agent must not combine two or more different types of Travel Service (such as a flight and accommodation) for the same trip in any manner that would cause Agent or Platform to be treated as a “package organiser” under the EU Package Travel Directive (Directive (EU) 2015/2302, as amended or replaced from time to time or equivalent legislation - including by:

  • (a) offering, selling, or charging the combination at an inclusive or total price;
  • (b) advertising or describing the combination as a “package”, “bundle”, “all-inclusive”, or similar term; or
  • (c) selecting and agreeing the combination with a Traveller within a single booking process or point of sale,

5.6 Agent is solely responsible for determining and quoting the price of Travel Services to Travellers. Platform does not set, and is not a party to, the price of any Travel Service.

6. Agent Obligations and Regulatory Compliance

6.1 Agent shall perform all Travel Services with reasonable skill and care and in accordance with good industry practice.

6.2 Agent shall comply with all laws applicable to its business and to each Booking, including without limitation travel-trade and package-travel law, consumer-protection law, payment services and anti-money-laundering law, tax law (including VAT and sales tax), and data protection law, in every jurisdiction in which Agent is established or in which Agent solicits, serves, or bills a Traveller.

6.3 Without limiting Section 6.2, where Agent solicits or accepts Bookings from residents of a US state that maintains a seller-of-travel or similar registration regime (including, as at the date of this Agreement, California, Florida, Hawaii, and Washington), Agent shall obtain and maintain in good standing every registration, bond, and trust account required by that state’s law, and shall display any registration number that law requires on Agent’s advertising and Booking communications.

6.4 Agent shall not receive, hold, or route any Traveller payment for Travel Services other than through the payment flow designated by Platform under Section 8. Agent shall not request or accept a Traveller’s payment card, bank details, or funds by any other means in connection with a Booking made through the Platform.

6.5 Agent shall provide Travellers with accurate, current, and complete information about Travel Services, pricing, and cancellation and refund terms, and shall not engage in any false, misleading, or deceptive practice, including in respect of pricing, availability, discounts, or the existence of a subscription or recurring charge.

6.6 Agent shall collect any Sensitive Booking Data solely through the secure intake channel(s) that Platform designates for that purpose from time to time, and shall not request or accept Sensitive Booking Data through the Platform’s general chat, messaging, or itinerary-planning functionality. Agent’s collection, use, storage, and disclosure of Personal Data, including Sensitive Booking Data, is additionally subject to Section 11.

6.7 Agent shall promptly notify Platform of:

  • (a) any complaint, claim, dispute, or regulatory inquiry relating to a Booking;
  • (b) any actual or suspected fraud, data breach, or security incident relating to a Booking or Traveller; and
  • (c) any suspension, lapse, revocation, or investigation relating to any registration, licence, bond, or insurance referred to in Section 3.2.

6.8 Agent shall not sub-contract or assign the performance of a Booking to another individual or entity without the Traveller’s consent and, where Platform requires, without notifying Platform.

6.10 Agent is solely responsible for its own tax registration, withholding, and reporting obligations, and for those of any employee or subcontractor it engages.

6.11 Agent shall comply with Platform’s then-current policies on acceptable use, branding, and communication with Travellers, as notified to Agent from time to time, which form part of this Agreement.

7. Use of the Platform

7.1 Subject to this Agreement, Platform grants Agent a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely to conduct business as a Verified Agent.

7.2 Agent must not, and must not permit any third party to: reverse engineer, decompile, or disassemble the Platform; use the Platform to build a competing product; circumvent any access or rate limitation; or resell or sublicense access to the Platform.

7.3 Platform may change, expand, suspend, or discontinue any feature of the Platform at its reasonable discretion, and will give Agent reasonable notice where a change is materially adverse to Agent, except where not practicable for legal, security, or urgent operational reasons.

8. Subscription Fees, Commission and Payment

8.1 Subscription Fee. Agent shall pay Platform the Subscription Fee set out on the Pricing Page for access to the Platform. Except for changes in applicable VAT or sales tax, the Subscription Fee for Agent’s then-current subscription term will not increase during that term.

8.2 Automatic Renewal. Unless Agent cancels in accordance with Section 8.4, the Subscription Fee is billed on an automatically renewing basis for a further period equal to Agent’s current subscription term, using the payment method on file. Platform may change its Subscription Fee rates for future terms.

8.3 Trial Periods. Where Platform offers a trial subscription, Platform will begin charging the applicable Subscription Fee on the first day after the trial ends, unless Agent cancels before that date.

8.4 Cancellation of Subscription. Agent may cancel automatic renewal of the Subscription Fee at any time by logging into the Agent Account / contacting support, effective at the end of the then-current term.

8.5 Commission / Service Fee. Where stated on the Pricing Page, Platform charges a Commission on completed Bookings, calculated and deducted as described in Section 8.6.

8.6 Payment Processing; No Holding of Funds. All payments from a Traveller to Agent for Travel Services, and all Subscription Fees and any Commission payable to Platform, are processed by the PSP. Platform does not at any point hold or have possession or control of Traveller funds; the PSP settles Traveller payments directly to Agent (or to the relevant Travel Service supplier), less any Commission, which the PSP remits separately to Platform. To the extent Platform receives or directs any payment in connection with a Booking, Platform does so solely as a limited payment-collection agent of Agent for that purpose, and not as a party to, or guarantor of, the underlying Travel Service.

8.7 Agent shall keep its payment and payout details with the PSP current, accurate, and complete, and is responsible for any delay or failure in payment caused by inaccurate or outdated details.

8.8 All fees are exclusive of VAT, sales tax, and similar charges, which Agent is responsible for adding, withholding, or accounting for as required by applicable law.

8.9 Refunds of Subscription Fees. Subscription Fees are non-refundable except where required by applicable law or expressly stated on the Pricing Page. This Section 8.9 does not affect any refund a Traveller may be entitled to from Agent, or a supplier, in respect of a Travel Service, which is governed by the terms Agent agrees with that Traveller.

9. Confidentiality

9.1 Each party shall keep confidential the other’s non-public business, technical, and financial information disclosed under this Agreement - including Platform’s pricing algorithms and non-public product features, and Agent’s client lists and pricing - and shall use it only to perform this Agreement.

9.2 Section 9.1 does not apply to information that is or becomes public other than through breach of this Agreement, that the receiving party already lawfully held, or that must be disclosed by law or a competent authority, in which case the receiving party will, where legally permitted, give the other party prior notice.

9.3 This Section 9 survives termination of this Agreement for 3 years.

10. Intellectual Property

10.1 As between Agent and Platform, all intellectual property rights in the Platform, including its software, database, trademarks, and content (other than Agent Content, defined below), are owned by Platform or its licensors. Nothing in this Agreement transfers any such right to Agent.

10.2 Agent grants Platform a non-exclusive, worldwide, royalty-free licence to host, display, reproduce, and distribute any text, images, reviews, or other content Agent submits to the Platform (“Agent Content”) for the purposes of operating and promoting the Platform. Agent warrants that it holds all rights necessary to grant this licence and that Agent Content does not infringe any third party’s rights.

10.3 Agent must not reproduce, modify, or create derivative works of the Platform, or use Platform’s trademarks, except as expressly permitted by this Agreement.

11. Data Protection

11.1 Each party shall comply with applicable data protection law - including, as applicable, the GDPR, UK GDPR and Data Protection Act 2018, and US state privacy laws - in respect of Personal Data it processes in connection with this Agreement.

11.2 Platform acts as controller of the account, registration, and Verification data Agent provides about itself. As between Platform and Agent, Agent acts as a joint controller with Platform - of Personal Data relating to Travellers that Agent collects or receives (within the platform) in order to provide Travel Services, including Booking Data. This Section 11.2 does not, by itself, constitute a joint-controller arrangement under Article 26 GDPR; the parties will document any such arrangement separately where applicable.

11.3 Agent shall:

  • (a) collect and retain only the Personal Data reasonably necessary to provide the relevant Travel Service, and delete Sensitive Booking Data promptly once no longer needed for that purpose and, in any event, no later than 10 days after completion of the relevant trip, unless a longer period is required by law;
  • (b) implement appropriate technical and organisational security measures; and
  • (c) notify Platform without undue delay if it becomes aware of a personal data breach affecting Traveller Personal Data obtained through the Platform.

11.4 Agent shall enter into Platform’s data processing addendum or equivalent data-sharing arrangement if and when Platform makes one available, and this Agreement will be read together with that document and with the Privacy Policy once executed or published.

11.5 Agent authorises Platform to process Agent’s own Personal Data, where Agent is an individual, as described in the Privacy Policy.

12. Indemnification

12.1 Agent shall defend, indemnify, and hold harmless Platform, its affiliates, and their respective officers, directors, employees, and agents from and against any claim, loss, liability, damage, and expense, including reasonable legal fees, arising from or in connection with:

  • (a) Agent’s provision of, or failure to provide, Travel Services;
  • (b) Agent’s breach of this Agreement, including Section 6 (Agent Obligations and Regulatory Compliance) or Section 11 (Data Protection);
  • (c) Agent’s actual or alleged failure to hold any registration, licence, bond, insurance, or insolvency protection required by law;
  • (d) Agent Content or Agent’s use of the Platform in breach of this Agreement; or
  • (e) any claim that Agent is an employee, worker, or partner of Platform, including any related tax or social-security claim.

12.2 Platform shall defend, indemnify, and hold harmless Agent from and against any third-party claim that the Platform itself, excluding Agent Content and any Travel Service, infringes that third party’s intellectual property rights.

12.3 The indemnifying party’s obligations under this Section 12 are conditional on the indemnified party promptly notifying it of the claim, giving it control of the defence and settlement (save that no settlement admitting fault on behalf of the indemnified party may be made without its consent), and providing reasonable cooperation at the indemnifying party’s expense.

13. Liability; Disclaimers

13.1 Platform provides the Platform on an “as is” and “as available” basis. To the fullest extent permitted by law, Platform disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, and does not warrant that the Platform will be uninterrupted, secure, or error-free.

13.2 Platform is not liable for, and makes no warranty regarding, the content, accuracy, or quality of the information Agent provides, the performance of any Travel Service, or the acts or omissions of Agent, any Traveller, or any third-party supplier. Any decision a Traveller makes in reliance on Agent’s information or Travel Services is a matter between Agent and that Traveller.

13.3 To the fullest extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential, or exemplary damages, or for lost profits, lost data, or loss of goodwill, arising out of or relating to this Agreement, whether based in contract, tort, or any other legal theory, even if advised of the possibility of such damages.

13.4 Except in respect of a party’s indemnification obligations under Section 12, breach of Section 9 (Confidentiality), or liability that cannot be limited or excluded by law (including liability for death or personal injury caused by negligence, fraud, or wilful misconduct), each party’s aggregate liability to the other arising out of or relating to this Agreement in any 12-month period is limited to the greater of (a) the Subscription Fees and Commission paid or payable by Agent to Platform in that 12-month period, and (b) 100 (one hundred) USD/EUR

13.5 A party is not liable for any failure or delay in performing this Agreement to the extent caused by circumstances beyond its reasonable control, including natural events, war, riot, strike, or acts of government, provided the affected party notifies the other within 30 days of the event and uses reasonable efforts to mitigate its effect.

13.6 Nothing in this Agreement limits either party’s liability in a manner not permitted by applicable law.

14. Term, Suspension and Termination

14.1 This Agreement continues until terminated as set out in this Section 14.

14.2 Agent my terminate the agreement by canceling the subscription at any time.

14.3 Platform may suspend or restrict Agent’s access to all or part of the Platform, or terminate this Agreement with immediate effect, if:

  • (a) Agent breaches Section 5 (The Platform’s Role), Section 6 (Agent Obligations and Regulatory Compliance), or Section 8.6 (No Holding of Funds);
  • (b) Agent provides false, misleading, or materially incomplete information under Section 3;
  • (c) Agent’s registration, licence, bond, or insurance referred to in Section 3.2 lapses, is suspended, or is revoked;
  • (d) Platform receives repeated or serious complaints about Agent;
  • (e) Agent becomes insolvent or subject to insolvency proceedings; or
  • (f) Platform reasonably believes suspension or termination is necessary to comply with law, to prevent fraud, or to protect Travellers, Platform, or other Agents.

14.4 Except where not reasonably practicable for legal or urgent operational reasons, Platform will give Agent a statement of reasons for any suspension, restriction, or termination under Section 14.3, on a durable medium, before or at the time it takes effect. For Agents established in the European Union, Platform will additionally give at least thirty (30) days’ notice before terminating this Agreement in full under Section 14.3, except where Platform is subject to a legal or regulatory obligation requiring earlier termination, has a legitimate reason relating to fraud, a security concern, or protection against unlawful content, or Agent has repeatedly breached this Agreement.

14.5 On termination:

  • (a) Agent’s licence to use the Platform ends immediately;
  • (b) each party remains liable for obligations that accrued before termination; and
  • (c) Sections 6.7, 8.6 to 8.9 (in respect of amounts already due), 9, 10.1, 11, 12, 13, 17, and 18 survive termination.

15. Changes to this Agreement

15.1 Platform may amend this Agreement from time to time. Changes take effect on the date Platform states in the notice or, if none is stated, on posting to the Platform.

15.2 Agent’s continued use of the Platform after a change takes effect constitutes acceptance of the change. If Agent does not accept a change, Agent’s remedy is to terminate this Agreement before the change takes effect in accordance with Section 15.1 or Section 14.2.

16. Communications and Notices

16.1 Platform will generally communicate with Agent by email to the address on the Agent Account and through notices on the Platform. Agent should check both regularly.

16.2 Where applicable law requires information to be provided on a durable medium, Platform will provide it by email or by a downloadable notification through the Platform.

16.3 Notices under this Agreement must be in English unless the parties agree otherwise, and are sent to the contact details in Section 1.6 (for Platform) or the Agent Account (for Agent).

17. Complaints, Mediation and Dispute Resolution

17.1 Internal Complaints. Agent may submit a complaint about the Platform, another Agent, or Platform’s compliance with this Agreement to team@tripdash.net. Platform will acknowledge the complaint promptly and aim to resolve it within 30 days.

17.2 Governing Law and Venue.

  • (a) Where Agent is established in the European Union: this Agreement is governed by the laws of Lithuania, and the courts of Vilnius have exclusive jurisdiction, without prejudice to any mandatory business-user protection Agent has under the Regulation or the law of its own establishment, and without prejudice to Section 17.2.
  • (b) Where Agent is established outside the European Union: this Agreement is governed by the laws of Delaware without regard to conflict-of-laws principles. Except for disputes that qualify for small-claims court, or either party’s right to seek injunctive relief to protect its intellectual property or confidential information, any dispute arising out of or relating to this Agreement will be resolved by final, binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, on an individual basis. The arbitrator’s award may be entered in any court of competent jurisdiction.

17.4 Before commencing arbitration or court proceedings (other than as provided in Section 17.2), each party agrees to first attempt to resolve the dispute informally by contacting the other in writing and allowing 30 days to respond.

18. Miscellaneous

18.1 Assignment. Agent may not assign this Agreement or any right under it without Platform’s prior written consent. Platform may assign this Agreement, in whole or in part, including in connection with a merger, acquisition, or sale of assets.

18.2 No Third-Party Rights. Except as expressly stated, no person other than the parties has any right to enforce this Agreement.

18.3 Severability. If any part of this Agreement is held invalid or unenforceable, the remainder continues in full force and effect.

18.4 Entire Agreement. This Agreement, together with the documents it references, is the entire agreement between the parties regarding its subject matter and supersedes any prior agreement on that subject.

18.5 No Waiver. A party’s failure to enforce a right under this Agreement is not a waiver of that right.

18.6 Language. This Agreement is drawn up in English. Any translation is for convenience only, and the English version prevails to the extent permitted by law applicable to Agent.