Contract.

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AGREEMENT BETWEEN ETRAVEL AND TRANS TRAVELS CORPORATION

This Contract is made between:

1. Etravel Online Pvt Ltd (Etravel)
301, ANJALI BUILDING,
FRENCH BRIDGE, OPERA HOUSE,
MUMBAI 400 007, INDIA.
TEL: +91 22 23808333
FAX: +91 22 23808338
Represented By: MR. RAJIV GOKANI (M.D)

2. Trans Travels Corporation

202,Churchgate Chambers,
5,New Marinelines road,
Mumbai- 400020
TEL: +912222703990
MOB : +919821064854
Represented By: Jagat Mehta

SCOPE OF SERVICES
ETRAVEL, in exchange for the compensation paid by AGENT under this contract,
agrees to provide the following services:
TERM OF CONTRACT
The term of this contract is for a period of 1 year, commencing on the ___ day of
______, 20__, and terminating on the ___ day of ______, 20__.
This Contract, including the following attachments, constitutes the entire agreement
between the parties. There are no understandings, agreements, or representations,
oral or written, not specified within this Contract. The attachments are:
a) NDA
b) XIBE Implementation Form
c) Scope of services;
d) ETRAVEL proposal dated ______________. 20__.
This contract may not be modified, supplemented or amended, in any manner,
except by written agreement signed by both parties.

TERMINATION OF CONTRACT

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a. Termination without cause. This contract may be terminated by mutual

consent of both parties, or by either party upon 30 days' written notice.
b. Termination for non-payment. This contract will be terminated with
immediate effect in case of non-payment for the scope of services provided by
ETRAVEL to the AGENT.
b. Termination for cause. AGENT by written notice of 30days to ETRAVEL may
terminate the whole or any part of this contract:
1) If ETRAVEL fails to provide services required by this contract within the
time specified or any extension agreed to by AGENT; or
2) If ETRAVEL fails to perform any of the other provisions of this contract, or
so fails to pursue the work as to endanger performance of this contract in
accordance with its terms.
In any circumstances, the termination of contract set-up fee of XIBE will be nonrefundable.
The floating deposit maintained with ETRAVEL will be refunded within a week after
the termination of contract.
FORCE MAJEURE
ETRAVEL will not be held responsible for delay or default caused by fire, riot, acts of
God or war if the event is beyond ETRAVELs reasonable control and ETRAVEL gives
notice to AGENT immediately upon occurrence of the event causing the delay or
default or which is reasonably expected to cause a delay or default.
RENEWAL
This contract will automatically be renewed. AGENT will receive invoice from
ETRAVEL for the next year. Agent has to pay the annual subscription within 15 days
of the contract renewal as per the terms agreed in the proposal.(Terms of Contract
point. d)
SEVERABILITY
If any term of this contract is declared to be illegal or unenforceable by a court
having jurisdiction, the validity of the remaining terms will not be affected and, if
possible, the rights and obligations of the parties are to be construed and enforced
as if the contract did not contain that term.

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ASSIGNMENT AND SUBCONTRACTS

ETRAVEL may not assign or otherwise transfer or delegate any right or duty without
AGENTs written consent. However, ETRAVEL may enter into subcontracts provided
that any such subcontract acknowledges the binding nature of this contract and
incorporates this contract, including any attachments.ETRAVEL will not have the
authority to contract for or incur obligations on behalf of AGENT.
NOTICE
All notices or other communications required under this contract must be given by
registered or certified mail and are complete on the date mailed when addressed to
the parties at the following addresses:
Etravel Online Pvt Ltd
301, Anjali building,
French Bridge,
Mumbai - 400007.

Trans-Travel
202,Churchgate Chambers,

5,New Marinelines road,

Mumbai - 400020

APPLICABLE LAW AND VENUE

This contract is governed by and constructed in accordance with Indian Law.
Disputes arising in connection with this contract shall be subject to the exclusive
Jurisdiction of courts in Mumbai, India.
ATTORNEY FEES
In the event a lawsuit is instituted by either partys to obtain performance due of
any kind under this contract, on behalf of ETRAVEL, the AGENT will bear reasonable
attorney fees and costs in connection with the lawsuit.
CONFIDENTIALITY
Absent a court order, ETRAVEL agrees not to use or disclose any information it
receives from AGENT under this contract that AGENT has previously identified as
confidential or exempt from mandatory public disclosure except as necessary to
carry out the purposes of this contract or as authorized in advance by AGENT.
Absent a court order, AGENT agrees not to disclose any information it receives from
ETRAVEL that ETRAVEL has previously identified as confidential and which AGENT
determines in its sole discretion is protected from mandatory public disclosure. The
duty of AGENT and ETRAVEL to maintain confidentiality of information under this
section continues beyond the term of this contract, or any extensions or renewals of
it.

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COMPLIANCE WITH PUBLIC RECORDS LAW

ETRAVEL understands that, except for disclosures prohibited in Section 16, AGENT
must disclose to the public upon request any records it receives from ETRAVEL.
ETRAVEL further understands that any records that are obtained or generated by
ETRAVEL under this contract, except for records that are confidential under Section
16, may, under certain circumstances, be open to the public upon request. ETRAVEL
agrees to contact AGENT immediately upon receiving a request for information and
to comply with AGENTs instructions on how to respond to the request
INDEPENDENT ENTITY
ETRAVEL is an independent entity under this contract and is not a AGENT employee
for any purpose. ETRAVEL retains sole and absolute discretion in the manner and
means of carrying out ETRAVELs activities and responsibilities under this contract,
except to the extent specified in this contract.
NONDISCRIMINATION AND COMPLIANCE WITH LAWS
ETRAVEL agrees to comply with all applicable laws, rules, regulations and policies,
including those relating to nondiscrimination, accessibility and civil rights. ETRAVEL
shall have and keep current at all times during the term of this contract all licenses
and permits required by law.
EFFECTIVENESS OF CONTRACT
This contract is not effective until fully executed by both parties.
EQUIPMENT, MATERIALS AND WORKSPACE
a. ETRAVELs assigned staff will be on site for the training of the portal.
b. On site will be <list agency physical location address>.
c. AGENT agrees to provide an adequate working space, when required.
d. Equipment and software for on-site ETRAVEL personnel is to be provided by
AGENT
e. When AGENT and ETRAVEL agree that remote access to systems is required,
AGENT will provide the necessary remote access security to enable ETRAVEL
access to the appropriate AGENT systems.

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REVIEW, APPROVAL, AND ACCEPTANCE PROCESS

a. Unless otherwise noted in this contract or agreed upon in writing by both
parties, acceptance testing will be performed on-site, on AGENTs platform.
b. Prior to acceptance testing, ETRAVEL will furnish AGENT with documentation
(starters kit) of the deliverable item.
c. The review, approval, and acceptance process for all project deliverables as
specified in scope of services will be the responsibility of AGENT.
CHANGE REQUEST PROCESS
a. ETRAVEL and AGENT will implement a change request process to manage
issues and changes during the life of the project. A change request must be in
writing to document the potential change.
b. The change will be reviewed and, if acceptable to AGENT, ETRAVEL will submit
to AGENT an estimate of the charges and the anticipated changes in the
delivery schedule that will result from the proposed change in the scope of
work.
c. ETRAVEL will continue performing the services in accordance with the original
agreement, until the parties agree in writing on the change in the scope of
work.
d. Change orders that involve changes to the scope of services or that result in a
requirement for additional project funding will require approval by AGENT.
e. Once both parties approve a change, a change order shall be issued in writing
prior to implementation.
f. All change orders will be logged and tracked.
g. Steps for the change control process:
1) Complete a write-up for the proposed change and submit copies to
ETRAVEL and AGENTs Project Managers who will in turn provide to
relevant parties for assessment.
3) Investigate the impact of the proposed change and evaluate the impact of
not performing the change.
4) Prepare a response to the proposed change.
6) ETRAVEL and AGENT agree whether the change should be performed and
obtain authorization sign-off of the change request. The appropriate
document is created.
h. If the change is not accepted:
1) ETRAVELs Project Manager will discuss and document the issue with
AGENTs Project Manager.
2) The proposed change can be modified and re-submitted or withdrawn if it
is agreed to be non-essential. In this case the reasons will be documented.
i. If the change is accepted:
1) Once the change request has been approved and signed, work may begin,
unless the change results in a change to the price, schedule or both. If
such is the case, work will not proceed until such time as the document is
modified and signed off on by the authorized parties.
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2) ETRAVELs Project Manager and AGENTs Project Manager will adapt project
plans to incorporate approved changes.
3) Each change request duly authorized in writing by AGENT and agreed to by
ETRAVEL will be deemed incorporated into and part of this contract.
4) Progress on the change requests will be reported at progress meetings or,
for those cases where those meetings do not occur, status reports to all
pertinent parties will be furnished.
j. Both ETRAVEL and AGENT must sign off that a change has been completed.
k. The log will be updated.
l. The log will be supplied at the progress meetings or, in those cases where
those meetings do not occur, the log update information will be included in
the status reports to AGENTs Project Manager.
PAYMENTS
a. The contractual amount to be paid for this project shall constitute the entire
compensation due ETRAVEL for the service and all of ETRAVEL's obligations
regardless of the difficulty, materials or equipment required. The contractual
amount includes fees, licenses, overhead, profit and all other direct and
indirect costs incurred or to be incurred, by ETRAVEL, except as noted in this
section of the contract. A valid change request processed in accordance with
this contract may modify the contractual amount.
c. The cost of the project is firm for the duration of the contract and is not
subject to escalation for any reason, unless this contract is amended, or a
valid change request is processed in accordance with this contract.
d. The project cost will be billed by ETRAVEL to AGENT, and is due directly to
AGENTs acceptance of agreed upon deliverables as specified in the scope of
services.
e. Payment will be made upon receipt of invoices from ETRAVEL.
f. The final cost of each billing will be as specified in the scope of services.
h. AGENT will be allowed ________ to process each payment as per the floating
deposit with ETRAVEL.
i. No claim for additional services, not specifically provided herein, will be
allowed by AGENT except to the extent provided by a valid change order or
amendment to this contract.

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ATTACHMENT A - SCOPE OF SERVICES

ETRAVEL, in exchange for the compensation paid by AGENT under this contract,
agrees to provide the following services:
Deliverable 1: XIBE portal.
Description: ________B2C_________________ (eg:b2c,b2b2c&b2b)
Please note by signing this contract you here by agree that the below
rates mentioned cannot be discussed with any third party without the
consent of Etravel Online Pvt Ltd. If so we would consider it as breach of
contract and all the services, data and rights will be removed without any
prior notification and no refunds will be made for the given services.
XIBE (B2B2C)
SETUP FEES OF BOOKING ENGINES:
Hotel
Excursion
Transfer
Extranet
(Hotel/Excursion/Transfer)
API INTEGRATION
HOTEL
EXCURSION
TRANSFER

PRICE IN INR
Partnered Discount
Partnered Discount
Partnered Discount

MAINTENANCE (Incl. Data Mapping)

*Only Applicable to XIBE pro. Merchants.
Verticals
Hotels
Excursion
Transfer

Commissio
n
N/A
N/A
N/A

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BOOKING PROCEDURE AND CONFIRMATIONS

a) All requests by the client shall be made using the Online Booking System
or by email.
b) Confirmation from XIBE PORTAL should be checked by the AGENT upon
receipt and Failure to cancel the confirmation of a requested hotel,
excursion& transfer/service within the applicable deadline will result in
charges applicable, which has to be paid by the AGENT.
PRICES
a) Prices of accommodation, excursion and transfer are quoted in USD,
EURO, GBP & INR as per the destination or resort taxes, tourism fees of
cities would be paid directly by the customer at the hotel.
b) XIBE products and services will be supplied at net rates and inclusive of
service tax.
CANCELLATION & AMENDMENTS
a) ETRAVELmust receive all amendments/cancellations by 16:00 Indian
Standard Time.
b) Cancellations during trade fair & special event periods may be different
from the standard cancellation policies & will be advised at the time of
booking.
c) Cancellations will be as per the Hotel Policies.
DEPOSIT & PAYMENT TERMS
a) The client will be given credit equivalent to the deposit given to
Etravel and will be authorized to use the Etravel system to make
bookings.
b) This Deposit shall be subject to change from time to time when Etravel
has carried out a periodic review of the outstanding debt and monthly
turnover of the Client.
c) If the Client would like to withdraw the Deposit, a One Month prior
notice should be given to XIBE as well as the client should also clear the
pending Invoices.
d) IMPORTANT: When the outstanding balance is approaching the credit
limit, an immediate payment will be required. Exceeding the credit
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limit will result in automated account suspension & limit your ability to use
the Online Booking System.
e) It is the responsibility of the Agent/Client to observe all payment
cost such that the amount ultimately received by Etravel is not
less than the amount Invoiced.

BANK DETAILS
NAME OF ACCOUNT: Etravel Online Pvt Ltd.
NAME OF BANK: HDFC BANK LTD, FORT BRANCH, MUMBAI 400 001
INR A/C NO: 00602320020056
USD A/C NO:

00602800000044

GBP A/C NO:

00608590000034

EURO A/C NO: 00608360000048

SWIFT CODE NO: HDFCINBBXXX

INVOICE
a) Eonline will issue a separate invoice for each booking to the agent.
b) Should a booking be modified after the invoice has been issued, a credit
note and a new invoice for the changed services will be issued.
c) Invoices have to be retrieved online in the system & are to be paid in
fullbefore the payment deadlines date CHECK-IN date unless a
deposit is in place.
d) Non-payment may result in legal action against the Client plus the
cancellation of future services.
LIABILITY
a) Etravel/XIBE shall not be liable for any loss, and the client will fully
indemnify Etravel/XIBE in respect of any loss or third party claim, including
cancellation charges.

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b) XIBE may incur as a result of any incomplete/inaccurate details in the

booking the client added to the XIBE booking system.
c) Etravel will not be liable to the client if unable to fulfill a booking by
reason of fire, earthquake, flood, snowstorm, epidemic, explosion, strike,
civil disturbance, war, act of god, any failure/delay of any transportation,
power /communication system or any similar events beyond control.
d) Etravel will always, in any of these circumstances do their best to
provide alternative arrangements or refund any sum already paid unless
Etravel is bound by contract with their suppliers which prelude obtaining a
refund from them to pass onto the client.

LEGAL JURISDICTION
This contract is governed by and constructed in accordance with
Indian Law. Disputes arising in connection with this contract shall be
subject to the exclusive Jurisdiction of courts in Mumbai, India.
BREACH OF CONTRACT
This contract will be considered ended if the Client does not pay any amount
owed by the agreed payment date, ceases to trade, threatens to trade, goes into
any form of liquidation, starts to be run by appointed receiver or admin trader
breaches any of the obligations contained within this an/or any other terms or those
not remedy that breach within 7days of XIBE advising of the breach.
TERMS AND CONDITIONS
The terms and conditions that are shown on Etravel.Co.Ins website and/or
supplied directly to the Client by XIBE are deemed to be a part of this contract. This
contract will be for a period of one year from the date of signings.

Signature of Parties:
I CONFIRM THAT I ACCEPT THESE TERMS & CONDITIONS.

___________________________
Sign

__________________________

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___________________________
Katgara
(Mr. Jagat Mehta)
Development Manager)

Mr.Pershid
(Business

(Proprietor)
Date : / /2015

Date : / /2015

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