REFRACTING AFRICA, LLC
250 South Reynolds Street, Unit 302
Alexandria, Virginia 22304
716-908-5965
admin@refractingafrica.com
www.refractingafrica.com
CLIENT SERVICES AGREEMENT
Before booking travel arrangements with REFRACTING AFRICA, LLC (hereinafter “the Company”), the Company requires each client (hereinafter “Client”) to agree to the following Client Services Agreement (hereinafter “Agreement”). Please read this Agreement carefully. THIS AGREEMENT CREATES A CONTRACTUAL RELATIONSHIP THE COMPANY AND YOU, THE CLIENT, IN THE TRAVEL PACKAGE PROVIDED BY THE COMPANY. AFTER READING THIS ENTIRE AGREEMENT, IN ORDER FOR YOUR TRAVEL OR VACATION PACKAGE RESERVATION TO BE COMPLETED, YOU MUST INDICATE YOUR UNDERSTANDING AND ACCEPTANCE OF THIS AGREEMENT.
By signing or accepting this Agreement or by undertaking any other affirmative action manifesting an intent to engage the Company, including providing the Company with credit card or billing information to be charged for any services made available by the Company, Client accepts and agrees to be bound and abide by the Agreement. If Client does not want to agree to the Agreement, Client must not take any of the aforementioned affirmative steps and may not utilize any paid services offered by the Company. For the avoidance of doubt, any digital signature to the Agreement or otherwise accepting or agreeing to the Agreement shall constitute acceptance of the provisions herein.
1. Limitations on the Company’s Responsibilities
The Company and its affiliates, owners, officers, agents, employees, contractors, and subcontractors purchase transportation, hotel accommodations, restaurant services, and other services from various independent suppliers that are not subject to the Company’s control. The Company nor any associate organization, agent, employee, contractor, or subcontractor shall be held liable for any act, default, injury (including death), loss, expense, damage, deviation, delay, curtailment, or inconvenience caused to or suffered by any person or their property, howsoever arising, which may occur or be incurred by any organization or person, even though such act, default, injury, loss, expense, damage, deviation, delay, curtailment or inconvenience may have been caused or contributed to (a) by the act, neglect or default of the Company’s owners, officers, agents, employees, contractors and subcontractors, or of any persons for whose acts it would otherwise be responsible, or (b) defects or failures of any aircraft, vessel, automotive vehicle or other equipment or instrumentality under the control of independent suppliers.
In addition, the Company cannot be liable for delays in departure or interruption of your vacation arrangements caused by weather conditions, technical problems of any aircraft, vessel, automotive vehicle, or other equipment or instrumentality, strikes, war, terrorist activity, civil commotion or any causes beyond the control of the Company. In no event will the Company be responsible for incidental, consequential, or special damage or loss suffered by any person. The Company’s maximum liability, for any reason whatsoever, will be limited to the amount paid to the Company for its services. In issuing tickets and coupons for transportation of the Client by any means and making arrangements for hotel or other accommodation, the Company is not acting as principal but only as agent for the companies, LLCs, or entities providing or offering the means of transportation and accommodation. To the extent the Company shall not be acting as an agent, as stated above, it shall be deemed to be acting as an agent of the purchasers in arranging or booking transportation and accommodation.
2. Reservations and Payments
Deposits and all payments may be made by cash, cashier’s check, credit or debit card (Visa, MasterCard, American Express, and Discover), or electronic check (ACH payment) on any trip from the Company.
Deposit schedules are for journey costs only and are as follows:
At time of reservation: $500
Ninety (90) days prior to departure*: 50% of the total cost
Sixty (60) days prior to departure*: Remaining balance due
Client will be responsible for payment processing fees as applicable.
*Due to financial commitments, some tours may require final payment even earlier. Tours with special events may require additional deposits and may be subject to alternate cancellation terms as indicated in the detailed itinerary. If you make your reservation less than 60 days prior to your scheduled departure, full payment will be collected at the time of booking.
3. Cost of Tours
Each tour is different, and the Client should refer to their itinerary as a guide for what costs are included in your tour.
Hotels: Based on availability, the Company offers luxurious or the best room available, which is included in the cost of the tour. Single rooms must be reserved in advance at a supplementary fee. The Company reserves the right to substitute hotels for named hotels provided in a personal itinerary or on the Company’s website when necessary. Special accommodations should be requested at the time of booking but cannot be guaranteed.
Meals: Meals are included only as noted in the itinerary. Every effort will be made to provide bottled water, soft drinks, coffee, tea, and, on certain and appropriate occasions, alcoholic beverages (for purchase) with meals, but this cannot be guaranteed.
Tour Guide: Some tours will include the services of a third-party tour guide, who will manage all matters pertaining to the tour that are not managed by the Company.
Sightseeing: English-speaking tour guides are included in the cost of the tour as shown in the itinerary, including entrance fees for certain events or excursions. Air-conditioned vehicles are utilized when available. Four-wheel drive vehicles may be used in many locations, as is necessary. Water is included on all sightseeing excursions unless unavailable in a particular destination or location, in which case the Client is responsible for planning ahead to bring water or other hydration-promoting beverages (i.e., Gatorade).
Luggage: All transportation and transfer of two full-size suitcases, except when mandated by charter air carriers or airlines, are included in the cost of tours requiring local travel. On some tours, baggage may be limited to 20 pounds. The Client will be responsible for any overweight charges an airline or air charter company imposes.
Port Taxes: All port taxes on any applicable cruise portions of itineraries are included in the cost of the tour.
Transfers: Group or individual airport transfers on arrival and departure flights are included in the cost of the tour.
Excluded Costs: Air transportation; airport taxes; passport and visa expenses; laundry, alcohol, and all items of a personal nature; expenses of guides, buses, or cars for sightseeing not included in the itinerary; excess baggage charges; health, accident, baggage, and trip cancellation insurance; expenses incurred in recovering luggage lost by airlines, belongings left behind on a tour, and/or in shipping purchases or other goods home from abroad; gratuity to the hotel, cruise, bus, train, and restaurant staff, as well as local guides and drivers for normal on-tour services, or any personal services when not explicitly listed under tour inclusions; gratuity to travel guides; expenses due to the delay or interruptions of a trip for any reason, including, but not limited to Force Majeure events, as defined below; expenses and costs due to quarantine, refusal or interruption of service by third parties, border closures/restrictions, or other items not mentioned as being included.
4. Passports and Visas
Clients will be required to submit a color copy of their passport and/or other requested legal identification to the Company. Clients are responsible for obtaining any travel documents and/or verifying entry requirements necessary for each country of travel and/or transit on their selected itinerary. Entry laws differ with respect to each Client’s citizenship. The Company cannot obtain personal travel documents for Clients or assume responsibility for notice of a country’s current requirements. Clients are responsible for any expenses incurred as a result of delays or itinerary changes due to the Client’s lack of appropriate travel documents. Additionally, the Company is not liable or responsible for any Client being denied entry or exit to or from the travel destination based on lack of adequate documentation or required immunizations.
5. Pricing and Changes
Prices include all items noted above and are based on current rates of exchange at the time of the tour proposal and/or confirmation. The Company reserves the right to increase tour prices and, without notice, to withdraw any part or the entire trip and to make such changes as may be necessary, and the resulting extra cost, if any, shall be paid by the Client.
There may be occasions where the Company may need to alter or modify the Client’s tour components based on vendor operating days or changes in availability. Such changes are generally considered minor changes in the itinerary and shall not be considered nonconformance under this Agreement.
In the event that Client desires to alter, modify, postpone, or reschedule a tour or its components, the Client shall not be entitled to a refund and all refunds will be at the sole discretion of the Company.
6. Unused Services
If the Client makes any changes to any portion of the tour after it has departed, such changes will be completely at the Client’s own risk and expense. Refunds are not available for services provided in the tour prices not utilized by the Client.
7. Cancellation Policy
The following cancellation policy is applicable to all tours. Cancellation requests must be received in writing by certified mail, fax, or email.
Cancellation fees are as follows*:
Received 91 days or more prior to departure: $500 of the tour price per person
Received 90-60 days prior to departure: 50% of the tour price per person
Received 0-59 days prior: 100% of the tour price per person
Clients may transfer reservations, depending upon availability, from one tour to another (in the same calendar year) by notifying the Company at least 91 days prior to the tour for a transfer fee of $100 per person, after which time the Company’s cancellation policy applies. The Company is not responsible for additional expenses such as airline cancellation fees, visa fees, vaccinations, purchases of clothing or equipment, or other expenses that may occur as a result of the cancellation.
Once the Company has accepted deposits for a tour, it is guaranteed, except in case of “Force Majeure” events, including but not limited to fire, earthquake, labor dispute, act of a public enemy, public health crisis, death, illness, or incapacity of a Company employee or independent contractor or any local, state, federal, national or international law, governmental order or regulation, any major events that adversely affect international travel patterns or events that endanger travelers, or any other event beyond the Company’s control.
The Company does its best to operate all tours planned or listed, but many operational circumstances and program aspects are outside the Company’s control; accordingly, the Company reserves the right to cancel a tour for any reason. Should a tour be canceled or inoperative, the Company will inform the Client as soon as possible about the cancellation. If the Company cancels for any reason, the Client may be given a partial refund at the sole discretion of the Company based on the circumstances. The Company is not responsible for additional expenses that may occur as a result of the cancellation, such as airline cancellation fees, visa fees, vaccinations, purchases of clothing or equipment for the canceled tour, or other expenses. Note that if the Company alters, modifies, postpones, or reschedules the Client’s tour or offers the Client a tour credit or partial refund, such action does not constitute a “cancellation” of the Client’s tour by the Company.
Upon cancellation of services, the Company reserves all rights under this Agreement. The Client shall assume responsibility for all legal fees necessitated by any default in payment. If any legal action is necessary to enforce this Agreement, the prevailing party shall be entitled to reasonable attorney fees, costs, and expenses.
8. Chargeback Policy
All Clients are required to keep a valid electronic payment method, such as an electronic check, credit, or debit card on file. For the Client and Company’s convenience, this payment method will be used as a form of payment for fees incurred beyond the non-refundable deposit. The Company will notify the Client before any charges are made. In the event that a Client has questions, concerns, or wants to dispute a charge to the Client’s payment account, the Client should contact the Company prior to initiating a refund or “chargeback” with the Client’s financial institution. If the Company cancels or postpones a tour due to any Force Majeure event, the Company will not offer refunds, but credits to use the Company’s services at a later time.
By entering into this Agreement, the Client acknowledges their understanding that all payment disputes should first be brought to the attention of the Company prior to formally disputing a charge with the Client’s financial institution. Any charges disputed with the Client’s financial institution, including in the event of cancelation or postponement of the Client’s tour as a result of Force Majeure events, will result in the Company producing a copy of this signed Agreement to the financial institution notifying the Company of the chargeback of the payment(s) in order to recover the Company’s fees. Any additional fees associated with negotiating the chargeback, including, but not limited to, an hourly fee for time spent by the Company’s staff communicating with your financial institution will also be assessed to the Client. Failure to pay for the Company’s services or fees incurred by fraudulent financial institution disputes will result in immediate termination of the Company’s services and of this Agreement. If a charge (or a check) is rejected by a financial institution, the Client will have forty-eight (48) hours from that time to reconcile payment or the Client will be charged a $25.00 processing fee.
9. Travel Protection
The Company does not purchase travel insurance on behalf of its Clients. It is required that the Client purchases a travel protection plan to protect the travel investment and provide proof of such coverage; if the Client does not provide proof of travel insurance to the Company 60 days before departure, the Client’s reservation will be canceled, and the Client will not be refunded. For more information on available plans or to enroll, the Client may contact Travelex Insurance Services at 800-228-9792 or another travel insurance agency.
10. Force Majeure Changes Due to COVID-19 or Other Infectious Diseases
Should the Client experience an unforeseen, unavoidable change in travel due to the COVID-19 virus or another infectious disease (for example, if a Client contracts COVID-19 while on their tour and is required to quarantine or hospitalized, resulting in changes to the itinerary), the Client should notify the Company as soon as possible. However, the Company does not guarantee its availability or ability to address any such emergency for the Client. In the event that the Company is unavailable, unable to assist, or time is of the essence, the Client should contact their nearest embassy or consulate. For U.S. citizens, the nearest United States Embassy can be found at: https://www.usembassy.gov/. If the Client is not a United States Citizen, the Client should contact the nearest embassy for the country in which they hold citizenship. Additionally, some tour operators or excursion/experience providers may charge additional fees for any extra care/time needed to make last-minute arrangements due to such emergencies. These operators and providers are third parties, and as such, the Company has no control over the fees assessed.
11. Eligibility
All Clients must be at least eighteen (18) years old and are expected to be in good health; no minors are allowed. The Company considers its tours to be active. Moderate to strenuous exertion, including long walks and climbing stairs, is sometimes an integral part of a tour. Riding in four-wheel drive vehicles on rough terrain or unpaved paths can aggravate back or joint conditions. Flying aboard small aircraft is sometimes required in many areas. Clients should check with their healthcare providers about their fitness to undergo such tours.
12. Health and Inoculations
Immunization requirements vary from country to country. Please consult your healthcare provider and/or local public health board, the Centers for Disease Control and Prevention (CDC), and the United States Department of State for specific requirements. Additionally, we strongly suggest that Clients have a complete physical since some itineraries include areas of high altitude and extreme temperature fluctuation. Please bring these facts to your healthcare provider’s attention. Required inoculations, if any, must be recorded by the traveler’s healthcare provider on a valid vaccination certificate, which the Client must carry for proof of inoculation, where required. Clients with heart disease, chronic illnesses, physical handicaps, advanced pregnancy, or uncontrolled/easily-triggered mental illness should not participate in these rigorous tour programs.
It is the Client’s responsibility to consult a healthcare provider before participating in this tour to ensure eligibility for strenuous physical activity. By signing or otherwise accepting this Agreement, the Client affirms that they have no medical conditions that would restrict the Client from participating in the tour. The Client agrees to seek medical treatment immediately if they experience any medical issues while on the tour.
13. Researching Your Destination
The Company has no special knowledge regarding any possible unsafe conditions, health hazards, weather hazards, or climate extremes at destinations to which the Client may travel. As such, the Company encourages all Clients to plan accordingly and conduct thorough research in preparing for their travel. For information concerning potential dangers at destinations, Clients should consult reputable government travel advisory websites, such as the United States Department of State’s Travel Warnings at https://travel.state.gov/ or similar resources in their home country. For medical information, clients can visit the Centers for Disease Control at https://wwwnc.cdc.gov/travel or equivalent health authorities. The Company also recommends that U.S. citizens register for the U.S. government’s Smart Traveler Enrollment Program (STEP), a free service that allows U.S. citizens traveling abroad to enroll their trip with the nearest U.S. Embassy or Consulate at https://step.state.gov/step/.
14. Acknowledgement of Risk
The Client understands and acknowledges that travel in connection with and participation in the tour package arranged at their request by the Company may involve risk and potential exposure to injury and possibly death. The Client also realizes and acknowledges that risk and dangers may be inadvertently caused by the owners, directors, employees, contractors, subcontractors, officers, or agents of the Company or the negligence or participation of other participants, contractors, and/or subcontractors to the Company. The Client also recognizes and acknowledges that risk and dangers may arise from foreseeable and unforeseeable causes, including weather and other acts of nature, and that the international location of any given tour may be a location where the political, health, cultural, and geographical attributes present additional inherent risks greater than those present in the Client’s daily life. These inherent risks include but are not limited to, negative treatment by foreign third parties unaffiliated with the Company, as well as the dangers of serious personal injury, death, and property damage resulting from, but not limited to, travel; physical exercise and exertion; physical contact with other travelers or third parties; communicable illnesses, including but not limited to COVID-19 and other infectious diseases; severe allergies; animal or insect-borne illnesses; falling or tripping due to environmental hazards, uneven surfaces, or debris; other health hazards associated with travel; injury or death resulting from exposure to unfavorable weather conditions; and hazards related to dining, including, but not limited to, food sickness, allergic reactions, and/or choking (hereinafter collectively the “Injuries and Damages”). The Client fully understands and acknowledges that the aforementioned Injuries and Damages are potential in connection with recreational activities that may take place during the Client’s tour.
The Client further acknowledges and understands that these Injuries and Damages cannot be entirely eliminated. The Client fully understands and agrees that the Company has not tried to contradict or minimize its understanding of these risks. The Client understands that Injuries and Damages can occur by natural causes or activities of other persons, environmental circumstances, staff of the Company or third-party service providers, either as a result of negligence or because of other reasons. The Client understands that third parties, including third-party service providers, cannot necessarily be controlled and that the Client’s safety, physical health, or emotional well-being cannot be guaranteed while traveling and participating in related activities.
15. Express Assumption of Risk and Responsibility
In acknowledging the foregoing section, the Client confirms understanding of the following: (1) they are physically and mentally capable of participating in the activity; (2) they are willingly and knowingly electing to participate in this tour package in spite of the potential risk of Injuries and Damages; and (3) they willingly and voluntarily assume full responsibility for any Injuries or Damages suffered or caused by the Client, whether caused in whole or in part by the negligence of the owners, directors, agents, officers, employees, contractors or subcontractors of the Company.
16. Photo and Video Release
By participating in the group tour, you acknowledge and agree that photographs, videos, or other recordings may be taken by the Company or its representatives during the tour. These may include images or recordings of you and/or your traveling companions.
You hereby grant the Company and its affiliates, agents, and assigns the irrevocable, perpetual, worldwide, royalty-free right to use, reproduce, modify, adapt, publish, distribute, publicly display, and create derivative works of such images and recordings, in any format or medium, for promotional, advertising, educational, and other marketing purposes.
You waive any right to inspect or approve the finished product or materials in which your likeness appears, and you agree that no compensation shall be provided for the use of your likeness.
If you do not wish to appear in such images or recordings, you are responsible for notifying the Company Name in writing prior to the start of the tour. Efforts will be made to honor such requests, but you acknowledge that group settings may limit [Tour Company Name]'s ability to fully exclude individuals from all photos or recordings.
17. Release of Liability
In consideration of the services and arrangements provided by the Company, you, the Client, for yourself and for your heirs, personal representatives or assigns, do hereby release, waive, discharge, hold harmless, and agree to indemnify the Company and its owners, officers, directors, agents, contractors, subcontractors, and employees from any and all claims, actions, or losses for bodily injury, property damage, wrongful death, loss of services, lost profits, consequential, exemplary, indirect or punitive damages, or otherwise which may arise out of or occur during your travel in connection with the scheduled tour package and any activities conducted in conjunction therewith. YOU SPECIFICALLY UNDERSTAND THAT YOU ARE RELEASING, DISCHARGING AND WAIVING ANY CLAIMS OR ACTIONS THAT YOU MAY HAVE PRESENTLY OR IN THE FUTURE FOR THE NEGLIGENT ACTS OR CONDUCT OF THE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS OR SUBCONTRACTORS OF THE COMPANY.
18. Important Notice Regarding the Physical Nature of Each Tour
The Company’s tours vary in pace, but in general, they require Clients to be in good physical and mental health. The Company will make reasonable efforts to accommodate the special needs of its Clients; however, such Clients should be aware that the Americans with Disabilities Act is inapplicable outside of the United States, and facilities outside the United States for disabled individuals are sharply limited. Accordingly, when reserving a tour, please inform the Company of any physical disabilities or limitations so that the Company can help determine the appropriateness of the itinerary selected. Notwithstanding the foregoing, the Company reserves the right to decline, accept, or restrain any person as a Client should such Client’s health or mental condition, physical infirmity, or general deportment impede the operation of the tour or the rights or welfare or enjoyment of other Clients. It is the Client’s responsibility to judge the appropriateness of these travel activities to their physical capabilities alongside their healthcare provider. At times, the vendors with whom the Company contracts may require a medical release for Clients of a certain age with special disabilities.
19. Arbitration
The Client hereby agrees that any dispute concerning, relating, or referring to this Agreement, the brochure, flyer, website, invoice, or any other literature concerning the tour, the tour itself, or any claim for damages due to injury or death which occurs during or in connection with the tour shall be resolved exclusively by binding arbitration according to the then-existing rules of the American Arbitration Association in an arbitration conducted in Alexandria, Virginia, United States of America. Such proceedings will be governed by substantive Virginia law. The dispute will be resolved by a single arbitrator who must be a retired judge or a lawyer admitted to practice in the courts of at least one state in the United States and have a minimum of fifteen (15) years of experience in civil litigation. The arbitrator so described will be selected by the American Arbitration Association. Each party to the dispute shall have the right on a single occasion to veto the designation of an arbitrator so selected. There will be judicial review of the arbitrator’s decision if either side can show plain error in the application of law or be able to show an abuse of discretion with respect to factual findings. The parties waive the right to rely on any state law or statute that creates an exception to enforcement of the requirement that disputes be resolved pursuant to arbitration in the manner set forth herein.
20. Waiver of Jury Trial
IN CONNECTION WITH ANY ACTION OR LEGAL PROCEEDING ARISING OUT OF THIS AGREEMENT, THE PARTIES HEREBY SPECIFICALLY AND KNOWINGLY WAIVE ANY RIGHTS THAT EITHER PARTY MIGHT HAVE TO DEMAND A JURY TRIAL.
21. Express Waiver of Any Right to Seek Consequential, Punitive or Exemplary Damages
Regardless of the situation or circumstances giving rise to a claim, the Client waives any right to seek consequential, punitive, or exemplary damages from the Company, its owners, officers, directors, agents, contractors, subcontractors, and employees for any reason whatsoever.
IN CONSIDERATION OF PARTICIPATING IN MY TOUR PACKAGE, I, THE CLIENT, ACKNOWLEDGE THAT MY SIGNATURE ON MY BOOKING FORM INDICATES THAT I HAVE, ON THE DATE SHOWN, READ AND UNDERSTOOD THIS DOCUMENT AND I ACKNOWLEDGE THAT IT AFFECTS MY LEGAL RIGHTS AND AGREE TO BE BOUND BY ITS TERMS. MY SIGNATURE ALSO SIGNIFIES MY INTENTION TO RELIEVE AND INDEMNIFY THE COMPANY, ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ASSIGNS, CONTRACTORS, AND SUBCONTRACTORS FROM ANY LIABILITY FOR PERSONAL INJURY, PROPERTY DAMAGE, OR WRONGFUL DEATH WHICH I MIGHT SUFFER DURING MY PARTICIPATION IN THE SCHEDULED TOUR PACKAGE.
22. Exclusive Governing Law and Exclusive Jurisdiction
THIS AGREEMENT AND ANY ACTIONS AND PROCEEDINGS BROUGHT HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF VIRGINIA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. IF THE RIGHT TO SEEK ARBITRATION IS FOR ANY REASON WAIVED BY BOTH PARTIES, OR IF JUDICIAL REVIEW OF ANY ARBITRATION DECISION IS SOUGHT, ANY ACTION OR LEGAL PROCEEDING TO ENFORCE ANY PROVISION HEREOF, OR BASED ON ANY RIGHT ARISING OUT OF, THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE COMMONWEALTH OF VIRGINIA, OR, IF IT HAS OR CAN ACQUIRE JURISDICTION, IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA, AND ALL OF THE PARTIES HERETO HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND OF THE APPROPRIATE APPELLATE COURTS IN ANY SUCH ACTION OR LEGAL PROCEEDING AND WAIVE ANY OBJECTION TO VENUE OR JURISDICTION IN CONNECTION THEREWITH.
23. Third Party Performance
The Company shall make best efforts to produce successful services for the Client, but the Company makes no representations, guarantees, or warranties as to the effectiveness or performance of the services delivered. The Client shall indemnify and hold the Company harmless from any and all claims, liabilities, costs, losses, damages, or expenses (including attorney fees) arising from any third-party service provider’s wrongful or negligent acts or omissions. In the event of any changes by the third-party service provider that materially affect the delivery or performance of the Company’s services contemplated by this Agreement, the Company shall provide notice to the Client and make every effort to work with the Client to find an acceptable alternative to the third-party service provider or find a replacement service at the same or similar cost. If such a situation should occur and a suitable alternative or replacement is not found, the responsibility and liability of the Company is limited to the return of payments received for the specific portion of the services affected. The Client agrees to not unreasonably withhold approval of an alternative.
24. Satisfaction
The obligation of Client to make payment to the Company according to the terms of this Agreement is not conditioned on Client’s satisfaction with the proceeds of any services under this Agreement. The Client understands and expressly agrees that delivery of the services under this Agreement shall obligate the Client to make payment and payment shall not be withheld due to subjective dissatisfaction.
25. Non-Assignment
The Client may not sell, assign, or transfer any of its rights or obligations hereunder, and any attempt to sell, assign, or transfer such rights or obligations without the Company’s prior written approval will be null and void. All terms and conditions in this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors, and assigns.
26. Severability
The invalidity or unenforceability of any part of this Agreement, or the invalidity of its application to a specific situation or circumstance, shall not affect the validity of the remainder of this Agreement, or its application to other situations or circumstances. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
27. Waiver
Any failure by either party at any time, or from time to time, to enforce or to require the strict keeping and performance of any of the terms or conditions of this Agreement shall not constitute a waiver of any such terms or conditions and shall not affect or impair such terms and conditions in any way or the right of such party at any time to avail itself of such remedies as it has for the breach or breaches of such terms and conditions.
28. Notice to Client: Disclosure of Right to Prompt Refund in the Event of a Cancellation
Upon cancellation of the services, where the Client is not at fault and has not canceled in violation of any terms and conditions clearly and conspicuously communicated to the Client previously in any signed document, including but not limited to this Agreement, all sums paid to the Company for services not provided will be promptly paid to the Client after cancellation. This provision does not apply where the Company has remitted the payment to another registered wholesale seller of travel or a carrier without obtaining a refund and where the wholesaler or provider defaults in providing the agreed-upon transportation or service. In this situation, the Company will provide the Client with a written statement accompanied by bank records establishing the disbursement of the payment, and if disbursed to a wholesale seller of travel, proof of current registration of that wholesaler.
29. Entire Agreement
Except as otherwise expressly provided to the contrary, the rights herein granted, and this Agreement are for the benefit of the parties hereto. The terms and conditions of this Agreement shall be exclusive of any advertising, marketing, or other sales literature or activities of the Company, and nothing contained in any of such materials shall be construed to create any rights as a result of or in connection with this Agreement.
I, THE CLIENT, HAVE READ THE ABOVE-MENTIONED PROVISIONS, WARNINGS, ACKNOWLEDGEMENT OF RISKS & RESPONSIBILITY, AND RELEASE OF LIABILITY AND AGREE WITH ALL TERMS OF THIS AGREEMENT.