New Frontiers Tours (Pty) Ltd Terms of Engagement
Download a copy of the New Frontiers Tours Terms of Engagement
1. DEFINITIONS
In these terms, the following words have the following meanings:
1.1. “Anti-Bribery and Corruption Laws” means the anti-bribery and corruption laws applicable to the Client, NFT or a Service Provider, respectively (such as, without limitation, the Prevention and Combating of Corrupt Activities Act, 2004 of South Africa, the Bribery Act, 2010 of the United Kingdom, and the Foreign Corrupt Practices Act, 1977 of the United States);
1.2. “Client” or “you” means the foreign tour operator representing the Travellers;
1.3. “Corrupt Practice” means the offering, giving, receiving or soliciting, directly or indirectly, anything of value to influence improperly the actions of another person, without limitation including:
1.3.1. any payment or provision of anything of value to any official or employee of any government department, agency or instrumentality, to influence or reward any decision, or to gain any other advantage; and/or
1.3.2. any payment or provision of anything of value to any representative of a private enterprise, to improperly, dishonestly and outside the ordinary course of ethical business practice, influence or reward any decision, or to gain any other advantage;
1.4. “Default Interest Rate” means Prime +2%;
1.5. “NFT” means New Frontiers Tours (Pty) Ltd (registration no: 2011/13114/07), a South African company with its primary place of business at 1 on Langford, 1 Langford Road, Westville, Durban, South Africa;
1.6. “Prime” means the prime rate of interest publicly quoted from time to time by The Standard Bank of South Africa Limited (or its successor in title), per cent, per annum, compounded monthly in arrear;
1.7. “Service Providers” means hotels, lodges, transfer agents, and any other service providers with which NFT makes bookings for use by Travellers;
1.8. “Services” means compiling itineraries, making bookings with Service Providers, and responding to any queries from Travellers while they are in Southern Africa. For the sake of clarity, the Services do not include the actual provision of any element of the travel arrangements, such as accommodation or transfer services;
1.9. “Travellers” means the Client’s customers, and anyone travelling with any of the Client’s customers.
2. NOTICE
Certain of these terms have been underlined in order to bring them to your attention, because they may:
2.1. limit the risk or liability of NFT or any other third party;
2.2. create a risk or liability for you;
2.3. compel you to indemnify NFT or any other third party; and/or
2.4. serve as an acknowledgement of a fact by you.
3. INTRODUCTION
3.1. The Client represents Travellers who wish to visit Southern Africa.
3.2. The Client wants to make use of the Services in order to accommodate Travellers who wish to visit Southern Africa.
3.3. These terms set out the terms and conditions upon which NFT agrees to provide the Services to the Client.
4. APPLICATION OF TERMS
4.1. These terms will apply to all enquiries made, advice, quotations or estimates given and/or all Services provided by NFT.
4.2. Your standard terms and conditions will not apply.
4.3. If you do not accept or understand these terms for any reason you must notify NFT in writing prior to requesting NFT to provide any Services.
4.4. Notwithstanding the provision for signature of these terms, by requesting NFT to provide any Services, you will be regarded as having accepted these terms without the need for you to expressly agree to them (whether orally or in writing).
5. ENQUIRIES AND QUOTATIONS
5.1. Upon receiving an enquiry from you in respect of a pre-designed or custom-designed travel programme for any Traveller/s, NFT will compile an itinerary, based on pre-contracted rates from relevant Service Providers, and provide you with a quotation in writing, comprising in aggregate the rates payable to the Service Providers and NFT’s fee for its Services.
5.2. The quotation will exclude any financial transaction charges and bank charges, for which you will be liable.
5.3. The quotation is subject to amendment should:
5.3.1. travel dates change;
5.3.2. the itinerary change;
5.3.3. any aspect of the arrangements quoted on no longer be available at the time of booking;
5.3.4. the limited period for which any short term rates (sometimes referred to as ‘best available rates’) are available, expire;
5.3.5. rates be quoted based on estimated rates, or rates for a previous season;
5.3.6. there be a change in government imposed taxes, tourism levies, hotel charges, fuel prices or air fares;
5.3.7. there be any government action which causes an increase in prices;
5.3.8. a national, regional or local tax or levy of whatever nature be introduced.
5.4. The circumstances referred to in paragraphs 5.3.6, 5.3.7 and 5.3.8 will result in an increase of the amount payable in respect of a booking, even after confirmation.
5.5. Should a Traveller have any special requests that are to be taken into account, such as celebrating a special occasion, diet, medical, room configuration or room location, these must be timeously relayed to NFT by the Client in writing. Whilst NFT will endeavour to accommodate such requests, NFT cannot guarantee that this will always be possible.
5.6. Accommodation can be held on a provisional basis for a maximum of 14 days from quotation after which it will be auto-released with no prior notification
6. BOOKINGS
6.1. If you accept a quotation in writing NFT will make the bookings with the various Service Providers in NFT’s name.
6.2. Each booking is subject to the various Service Providers’ standard terms and conditions.
6.3. Each of the Service Provider’s standard terms and conditions will be available as part of the “Confidential Tariff” on NFT’s “Agent Zone”, the password protected website to which you have access.
6.4. You confirm that you will bring the relevant Service Providers’ standard terms and conditions to the attention of each Traveller.
7. INVOICING AND PAYMENT
7.1. NFT will provide you with an invoice 45 days prior to a Traveller’s intended date of arrival.
7.2. Invoices must be paid in full at least 30 days prior to the Traveller’s intended date of arrival.
7.3. For administrative purposes, you may elect in writing to pay on statement, in which case the following terms will apply:
7.3.1. NFT will send you the statement on the last day of a month (for example, 31 January), which will include all arrivals for the next 60 days (for example, through to 31 March);
7.3.2. the statement must be paid in full by the 14th day of the following month (for example, 14 February).
7.4. NFT is unable to honour any arrivals without full payment having been received. Should full payment not be received timeously, NFT reserves the right to instruct the relevant Service Providers to collect funds directly from Travellers at rack rates.
7.5. Payment must be made in the currency in which quotations and invoices are issued. NFT invoices South African arrangements in South African Rand (ZAR), and regional arrangements (for example, Botswana, Zambia, Zimbabwe, Mozambique) in United States Dollars (USD). Separate invoices will be generated, in South African Rand for South Africa arrangements, and United States Dollars for regional arrangements.
7.6. All payments are to be made by means of telegraphic transfer, with the exception of flights which must be settled via a secure Paygate link at time of instruction to issue. You must provide NFT with proof of payment together with the SWIFT code of the transaction.
7.7. The banking details for South African Rand invoices are:
Account Name: New Frontiers Tours (Pty) Ltd
Bank Name: First National Bank (a division of FirstRand Bank Limited)
Branch number: 255005
Account number: 625 475 114 87
Swift code: FIRNZAJJ
7.8. The banking details for United States Dollars invoices are:
Account Name: New Frontiers Tours (Pty) Ltd
Bank Name: Bidvest Bank
Branch number: 462005
Account number: 31400006024
Swift code: BIDBZAJJ
7.9. South African Rand and United States Dollar payments shall each be made into the correct currency account.
8. INTEREST ON LATE PAYMENTS
Should any amount payable by you to NFT not be made on the due date thereof then, without prejudice to any of NFT’s other rights, such overdue amounts will bear interest at the Default Interest Rate, from such due date to the date of actual payment, both dates inclusive.
9. CANCELLATIONS
9.1. Cancellations are only valid if received by NFT in writing, and any cancellation fees payable will be calculated with reference to the date on which the cancellation notice was received by NFT.
9.2. In the event of a cancellation in any circumstances whatsoever (including any that are regarded as extraordinary or that may be characterised as force majeure), the relevant Services Providers’ cancellation policies will apply, and you will be liable for any cancellation fees raised by such Service Providers.
9.3. If you provide NFT with reasonable extenuating circumstances, NFT will attempt to negotiate the waiver or reduction of any cancellation fees. You acknowledge that NFT’s negotiations may not be successful, and you will then remain liable for the full cancellation fees.
9.4. Service Providers express cancellation fees as a percentage of what would have been the full charge. NFT will apply that percentage to the amount invoiced by NFT for the relevant booking, and as such, the amount for which you will remain liable will include a percentage of NFT’s fee.
9.5. If a particular Service Provider’s standard terms and conditions include a cancellation policy requiring payments of a percentage of the full payment for a booking, in excess of the following, NFT will note that in a quotation:
9.5.1. 20% for cancellation notices 46 days or more in advance of the date of the booking;
9.5.2. 40% for cancellation notices received between 31 and 45 days in advance of the date of the booking;
9.5.3. 80% for cancellation notices received between 8 and 30 days in advance of the date of the booking;
9.5.4. 100% for cancellation notices received 7 or fewer days in advance of the date of the booking.
9.6. It is noted that Service Providers’ cancellation policies with reference to bookings over the period from each 15 December to the following 15 January can be extraordinary and additional deposits may be required.
10. CHANGES TO TRAVEL ARRANGEMENTS
Every effort is made by NFT to adhere to confirmed itineraries, however, NFT reserves the right to make changes to travel arrangements should conditions in NFT’s opinion necessitate a change to be made. If this should be the case substitutes of equal or higher standard and value will be offered.
11. UNSCHEDULED EXTENSION
In the event of there being an unscheduled extension to travel arrangements caused by flight delays, bad weather, strikes or any other causes, the expenses relating to the unscheduled extension will be for the Travellers’ account.
12. PASSPORTS AND VISAS
12.1. You confirm that you will ensure that Travellers have a valid passport:
12.1.1. with a minimum of 2 blank adjacent visa pages (not endorsement pages) for entry into South Africa and any subsequent re-entries during their stay; and
12.1.2. which is valid for 6 months after the intended departure from the Traveller’s last destination.
12.2. It is your responsibility to advise Travellers of any visas, vaccination certificates and/or child entry documentation, that may be required during their travels.
12.3. As passport, visa, vaccination certificates and child entry documentation regulations may change without warning, NFT cannot accept any liability for information issued in this regard.
13. HOT LINE
You confirm that you will provide all Travellers with the NFT 24 hour assist number and email address prior to departure (+27 82 8730791 and assist@newfrontierstours.co.za), so that NFT may deal with any queries from Travellers whilst in Southern Africa.
14. SERVICE PROVIDERS
14.1. NFT will in its sole discretion select the Service Providers to be utilised for any particular travel arrangements.
14.2. Although NFT vets and selects the Service Providers with care, which includes carrying out a due diligence assessment, NFT will not be liable for any injury, death or claim of whatsoever nature (including but not limited to damages, loss, interest, costs or expenses), which you or a Traveller may have as a result of any act or omission of a Service Provider.
14.3. If you provide NFT with a reasonable basis to do so, NFT will liaise with the Service Provider in an effort to broker a settlement in respect of any claims that you or a Traveller may have against the Service Provider. NFT will not accept any settlement with a Service Provider without your prior written approval.
14.4. You can opt to deal directly with a Service Provider in respect of any claims that you or a Traveller may have against such Service Provider, if NFT, having been given a reasonable opportunity, has been unable to broker a settlement.
15. TRAVELLER INSURANCE
15.1. You confirm that you will ensure that all Travellers have adequate comprehensive travel and medical insurance to cover them as well as any dependents for the duration of their travel.
15.2. This insurance should include cover in respect of, but not limited to, the following eventualities: claims against Service Providers, cancellation or curtailment of a trip, emergency medical evacuation expenses, medical expenses, repatriation expenses, damage/theft/loss of personal baggage, money and goods.
15.3. Travellers will be charged directly by the relevant Service Providers for any emergency services they may require.
16. LIMITATION OF NFT’S LIABILITY
16.1. NFT has general public liability and professional indemnity insurance.
16.2. NFT’s liability for any claim of whatsoever nature (including but not limited to damages, loss, interest, costs or expenses), arising out of the provision of the Services by NFT, will not exceed the amount actually recoverable by NFT under its insurance policies in respect of such claim.
16.3. You confirm that you will bring this paragraph 16 to the attention of each Traveller.
17. INDEMNITY
You indemnify NFT, its directors and employees against any claim of whatsoever nature (including but not limited to damages, loss, interest, costs or expenses), whether arising in contract or in delict or otherwise, that may be made against NFT and/or any of its directors or employees, by a Traveller and/or any of their dependents, as a result of the Services provided, whether negligently or in breach of obligations to you or otherwise, by NFT or any director or employee of NFT.
18. PERSONAL INFORMATION
18.1. You confirm that you will procure the consent of the Travellers whose personal information is provided to NFT for processing for the purpose of providing the Services.
18.2. You indemnify NFT against any loss, liability, damage or expense (including interest and penalties) suffered or incurred by NFT due to your failure to obtain the necessary consent.
19. CORRUPT PRACTICES
19.1. The Client and NFT will not, and will ensure that none of its respective directors, employees and officers:
19.1.1. violate, directly or indirectly, any Anti Bribery and Corruption Laws; or
19.1.2. is party to or participates in any Corrupt Practices.
19.2. If either the Client or NFT (“Entitled Party”) reasonably suspects that the other has breached the provisions of paragraph 19.1, then the Entitled Party will be entitled, without prejudice to any other rights that the Entitled Party may have and on written notice to the other, to suspend the Services until the Entitled Party confirms in writing that it is satisfied that:
19.2.1. there has been no such breach; or
19.2.2. any such breach has been remedied and that measures have been put in place to ensure that such (or any similar) breach is unlikely to recur.
19.3. NFT will, subject to paragraph 19.4, endeavour to ensure that it does not utilise Service Providers that:
19.3.1. violate, directly or indirectly, Anti Bribery and Corruption Laws; or
19.3.2. are party to or participate in any Corrupt Practices.
19.4. NFT cannot guarantee that Service Providers will comply with Anti-Bribery and Corruption Laws, or will not be party to or participate in any Corrupt Practices.
20. COMPLIANCE WITH LAWS
NFT will (and will procure that its directors, employees and officers) in relation to the provision of the Services comply with applicable laws.
21. NO WARRANTIES
To the extent permissible by law neither you nor NFT will be bound by any express or implied or tacit term, representation, warranty, promise or the like not recorded herein, whether it induced any agreement between us and/or whether it was negligent or not.
22. AMENDMENT OF TERMS
22.1. NFT may at any time propose an amendment to these terms (which will apply not only to you but to other clients bound by similar terms), on written notice to you.
22.2. If you are unhappy with the proposed amendment, you have the right to terminate your relationship with NFT by giving NFT 30 days written notice.
22.3. If you do not provide such termination notice within the 30 day period, you will be regarded as having accepted the amendment without the need for you to expressly agree to thereto (whether orally or in writing).
23. ARBITRATION
23.1. Other than where an interdict is sought or urgent relief may be obtained from a court of competent jurisdiction, any dispute, controversy or claim which arises between us will be submitted to and decided by arbitration in accordance with this paragraph 23, provided that NFT reserves the right to institute court proceedings for the collection of any amounts invoiced to you.
23.2. The seat of the arbitration will be South Africa and the geographic location of the arbitration hearings will be Durban, South Africa.
23.3. The arbitration will be subject to the applicable arbitration legislation for the time being in force in South Africa, but applying the Arbitration Foundation of Southern Africa’s (“AFSA”) Rules for Expedited Arbitration in effect at the date of commencement of the arbitral proceedings. If any provision of this paragraph 23 is inconsistent with those rules, the provisions of this paragraph 23 will prevail. The arbitration will be administered by AFSA.
23.4. The arbitrator will be an impartial practising advocate of at least 15 years’ standing agreed upon in writing between you and NFT or, failing such agreement, nominated and appointed by AFSA. If AFSA fails or refuses to do so, you or NFT may approach the High Court of South Africa to appoint the arbitrator. To the extent necessary, the court is expressly empowered to do so.
23.5. You or NFT will be entitled to have any arbitration award made an order of any court of competent jurisdiction.
23.6. The language to be used in the arbitral proceedings will be English.
23.7. The evidence in the arbitration proceedings and any order made by the arbitrator will be kept confidential.
23.8. There will be no right of appeal against the arbitrator’s award.
23.9. This paragraph 23 will remain in effect even if your relationship with NFT is terminated for any reason, and it will also be severable from the rest of these terms and remain in effect notwithstanding that the remainder of these terms may be void or voidable.
24. GOVERNING LAW
Our relationship will be governed by South African law.
25. CONSENT TO JURISDICTION
25.1. You consent to the non-exclusive jurisdiction of the KwaZulu-Natal High Court, Durban, South Africa (or any successor to that court), and waive any objection that such proceedings have been brought in an inconvenient forum for the purposes of any:
25.1.1. interdict or urgent action or proceeding;
25.1.2. court proceedings for the collection of any amount invoiced by NFT, which NFT might institute.
25.2. Such consent to jurisdiction will not (and will not be construed so as to) prejudice the right of NFT to bring proceedings against you in any other jurisdiction which NFT considers appropriate.
26. ADDRESS FOR SERVICE
Your address for purpose of the service of notices and legal process (domicilium citandi et executandi - an address nominated and agreed as a party’s address for the purpose of the service of notices and legal process) will be the last physical address which you furnished to NFT.
27. WHOLE AGREEMENT
These terms (together with all written enquiries, advice, quotations or estimates) constitute the whole agreement between you and NFT relating to the subject matter hereof and supersede any other discussions, agreements and/or understandings.
28. CONSUMER PROTECTION ACT
If our relationship is regulated by the Consumer Protection Act, 2008, these terms will be treated as being qualified to the extent necessary to comply with the Consumer Protection Act, 2008.
29. NATIONAL CREDIT ACT
If any agreement concluded between you and NFT constitutes an incidental credit agreement in terms of the National Credit Act, 2005 (“NCA”), then despite any other provision in these terms, the following provisions will apply:
29.1. the Default Interest Rate will be the lower of the rate specified in paragraph 8 or the maximum rate permitted in terms of the NCA;
29.2. NFT will allocate the payments made by you in accordance with the provisions of section 126(3) of the NCA;
29.3. NFT will comply with all the provisions of the NCA, including but not limited to the provisions relating to debt enforcement.
ADDENDUM: GROUPS BUSINESS
(SERIES & ADHOC DEPARTURES)
Addendum to NFT Terms of Engagement
This Addendum forms part of, and must be read together with, the New Frontiers Tours (Pty) Ltd (“NFT”) Terms of Engagement (“General Terms”).
This Addendum applies only to Groups Business. All FIT bookings remain governed exclusively by the General Terms.
In the event of any inconsistency between this Addendum and the General Terms, the provisions of this Addendum shall prevail in respect of Groups Business only.
1. DEFINITION OF GROUPS
For the purposes of this Addendum, “Groups Business” refers to travel arrangements that are managed, priced and confirmed as a collective booking rather than as individual FIT bookings.
A booking may be classified as a Group where one or more of the following apply:
• A minimum passenger number is reached, as determined by the relevant supplier and/or operational requirements;
• The booking requires group specific handling, including but not limited to negotiated or non-contracted rates, extended option holds, or space secured on an on-request basis;
• The booking is managed and confirmed as a single entity for operational, commercial or coordination purposes;
• A tour leader, group coordinator, or dedicated group management approach is required; and/or
• The booking is structured or sold outside of standard FIT parameters due to its commercial terms, pricing structure or supplier conditions.
The classification of a booking as Groups Business is not determined solely by passenger numbers and may vary depending on supplier requirements, operational complexity and commercial considerations.
Accordingly, classification as FIT or Groups Business will be determined on a case-by-case basis by the Company, acting reasonably and in line with operational requirements and supplier conditions.
2. APPLICATION OF THIS ADDENDUM
This Addendum applies to:
• Adhoc Groups, and
• Series Groups / Tour Series,
(each referred to as “Groups Business”), where travel services are quoted, negotiated and confirmed for a specific group, departure or tour series.
3. NATURE OF GROUPS BUSINESS
The Client acknowledges that Groups Business:
• Is provided on a bespoke and negotiated basis, and
• Is priced, contracted and confirmed based on group-specific supplier terms, availability and conditions applicable at the time of confirmation.
Accordingly, the commercial, payment and operational terms applicable to Groups Business may differ materially from those applicable to FIT bookings made at contracted or published rates.
4. ROLE OF NFT
Unless expressly agreed otherwise in writing:
• NFT acts solely as an agent on behalf of the Client in securing services from third-party service providers (“Service Providers”) for Groups Business; and
• NFT does not act as principal or tour operator in respect of Groups Business.
NFT’s obligations are limited to arranging and coordinating the services confirmed for the relevant group or tour series.
5. GROUP-SPECIFIC TERMS
For each group or tour series, NFT will provide the Client with group-specific terms at quotation stage, which may include (without limitation):
• Payment schedules and deadlines
• Deposit requirements
• Cancellation, reduction and amendment policies
• Minimum group sizes
• Release periods
• Name deadlines
• Supplier-imposed penalties, conditions and restrictions
Group-specific terms may be communicated via quotation, booking confirmation, tour series agreement, group contract and/or written correspondence.
6. PRIORITY OF GROUP-SPECIFIC TERMS
The Client expressly agrees that:
• The group-specific terms applicable to a particular group or tour series shall override the General Terms and this Addendum to the extent of any inconsistency; and
• Once accepted, such group-specific terms are binding on the Client, irrespective of whether they differ from NFT’s standard FIT or contracted supplier terms.
7. CANCELLATIONS, REDUCTIONS AND CHANGES
The Client acknowledges that:
• Cancellation, reduction or amendment penalties for Groups Business are typically supplier-driven; and
• Such penalties may be non-refundable, cumulative and/or progressive, and may apply from an early stage.
NFT is entitled to pass on all supplier penalties incurred in relation to Groups Business to the Client, in accordance with the relevant group-specific terms.
8. RATES AND VALIDITY
All rates quoted for Groups Business:
• Are based on specific group parameters, including but not limited to travel dates, routing, group size, rooming and services; and
• Are valid only for the group or tour series quoted.
Any deviation from the confirmed parameters may result in amended pricing and/or revised terms.
9. NO PRECEDENT
The confirmation of terms for one group, departure or series:
• Shall not create any precedent or obligation for NFT to replicate the same terms for any other group, departure or series; and
• Does not limit NFT’s ability to negotiate different terms based on supplier conditions, availability and commercial considerations.
10. GENERAL
Except as expressly amended by this Addendum:
• The General Terms remain in full force and effect; and
• This Addendum does not create any obligation on NFT to offer or guarantee specific terms for future Groups Business.
New Frontiers Tours (Pty) Ltd
Company Registration No. 2011/131114/07 · VAT No. 4070260536 · T. +27 (0) 31 279 5900 · E. info@newfrontierstours.co.za