1. Description

1. HMP Travel consolidates and showcases various business travel services offered by third-party providers. Through its Platform, HMP Travel enables customers to book and manage these services
2. This Agreement governs all bookings for business travel services made by the Customer (via its Travellers) on the Platform or through HMP Travel support channels for the duration of the Agreement.
3. Capitalized terms in these Terms have the meanings defined in the Appendix.

2. Platform Services

1. HMP Travel provides the Services selected by the Customer on the Platform or as indicated in the Order Form. Terms and conditions specified in this Agreement for each Service are applicable only to the extent the Customer has availed that specific Service.
2. HMP Travel ensures provision of Services: a) with reasonable skill and care, b) in compliance with all laws and regulations.
3. HMP Travel maintains all necessary licenses and permissions for fulfilling obligations under this Agreement.
4. Customer's use of Services is independent of any future functionality or feature delivery by HMP Travel.

3. Travel Supplier Services

1. Parties adhere to the Travel Supplier's process and terms for modifying and canceling bookings. Refunds for cancellations or modifications are subject to deductions applied by the Travel Supplier, as notified to Travellers via the Platform.

4. Customer Responsibilities

1. To access Services, Customer (via its Travellers) must create accounts.
2. Customer is responsible for:
1. compliance with this Agreement,
2. ensuring unique accounts for each Traveller,
3. ensuring bookings for Travellers above 16 years and accompanied children,
4. safeguarding Traveller account credentials,
5. ensuring Travellers book services only for business purposes,
6. accuracy and legality of data uploaded to the Platform,
7. promptly reporting compromised access credentials,
8. integration and operation of third-party services used with Services, and i) compliance with applicable laws and regulations.
3. Customer shall not use Services in a manner threatening the Platform's viability, security, or availability.
4. Customer acknowledges terms of HMP Travel API usage for data exchange with third-party providers.
5. Customer must promptly remove any content flagged for legal non-compliance or violation of third-party rights.
6. HMP Travel may suspend Services if Customer breaches this Agreement.

5. Fees

1. Customer shall pay for all Services in accordance with fees and payment terms on the Platform or in the Order Form.
2. HMP Travel invoices Customer for Services used, and timely payment by an Affiliate discharges Customer's payment obligation.
3. Disputed invoices require written notification, evidence, and timely payment of undisputed amounts.
4. Late payment incurs interest at 5%, pro-rated from the due date.
5. Overdue payments may result in Service suspension after 7 days' notice.
6. HMP Travel notifies Customer of any fee changes at least 30 days prior.
7. Fees exclude applicable taxes, payable by Customer unless exempt with valid certification.
8. Customer pays fees without withholding, unless required by law, paying additional amounts if withholding is necessary.

6. Intellectual Property

1. HMP Travel owns all Platform and Service intellectual property rights, granting Customer access for Service benefits only.
2. Customer grants limited use licenses for third-party products or services and Customer user data for Service provision.
3. HMP Travel may freely use any feedback provided for Service improvement, with resulting intellectual property rights belonging to HMP Travel.

7. Warranties

1. Each party warrants its capacity and authority to enter and perform under this Agreement.
2. HMP Travel does not guarantee uninterrupted Services or specific content availability.
3. Customer is responsible for access to Services through its accounts and must report unauthorized use promptly.

8. Liability

1. Parties are liable for willful intent, fraud, negligence causing injury, fraudulent misrepresentation, or other non-excludable liabilities.
2. HMP Travel is not liable for Travel Supplier actions, terms, or delays.
3. Neither party is liable for indirect, special, or consequential damages.
4. Aggregate liability is capped at the greater of Customer's past 12 months' fees or $10,000, except for certain breaches.
5. For specific breaches, liability is capped at three times the General Cap, up to $30,000.
6. Exclusions and limitations represent the parties' risk allocation under this Agreement.

9. Data Protection

Parties implement the Data Processing Agreement for data processing activities under this Agreement.

10. Confidential Information

Parties agree to keep Confidential Information private and use it solely for Service purposes.

11. Term and Termination

The Agreement is effective until terminated, with termination possible upon notice or due to breach.

12. Effects of Suspension or Termination

All due payments become payable upon suspension or termination, with bookings remaining subject to existing terms.

13. Anti-bribery, Anti-corruption, Sanctions Compliance

Parties warrant no involvement in bribery or corruption activities.

14. Miscellaneous Provisions

The Agreement is comprehensive, with null clauses not affecting its validity. The parties are independent contractors.

15. Dispute Resolution

Parties aim to resolve disputes amicably and may seek legal resolution if necessary.

16. Governing Lawand Jurisdiction

The Agreement is governed by Kenyan law, with Kenyan courts having exclusive jurisdiction.