Professional Documents
Culture Documents
PROMISSORY NOTE
Maturity date
The maturity date stated above.
Principal Balance
As of any date of determination, the Original
Principal Amount less all payments of principal
made prior to such date.
All other capitalized terms used and not otherwise defined herein shall have their respective meanings
set forth in the Agreement (including by reference)
1. Principal Payments. The Original Principal Amount of this Promissory Note shall be due and
payable on the respective Principal Payment Dates, subject to Section 2 hereof, until payment in
fall of the Original Principal Amount hereof, provided, however, that the last such payment shall
be due no later than the Maturity Date and shall be in an amount necessary to repay in full the
Principal Balance hereof The Borrower irrevocably authorizes EdFolio International Education
Counselors to endorse on Schedule 1 attached to this Promissory Note the Principal Balance
from time to time, which endorsements shall, in the absence of manifest error, be prima facie
evidence as to the outstanding Principal Balance of such Original Principal Amount; provided
however, that any delay or failure of EdFolio International Education Counselors to make any
such recordation or endorsement shall not affect the obligations of the Borrower to make a
payment when due of any amount owing hereunder in respect of the Original Principal Amount.
No failure by EdFolio International Education Counselors to make such recordation and no error
in such notation or recordation shall discharge or affect the obligation of the Borrower to make
payments and perform its obligations in accordance with the terms of the Agreement.
2. Method and Application of Payment. All payments hereunder shall be made in PKR by wire
transfer of immediately available funds, without any offset, withholding or deduction for taxes
or otherwise, in accordance with written instructions given by the holder hereof to the Borrower
Whenever any Payment Date under this Promissory Note shall fall on any day that is not a
Business Day, the payment due on such Payment Date shall be made on the nest succeeding
Business Day.
3. Additional Provisions. This Promissory Note is issued under and is subject to the provisions of (a)
the Agreement. No reference herein to the Agreement and no provision of the Agreement shall
alter or impair the obligation of the Borrower to pay the amounts due pursuant to this
Promissory Note as provided herein.
4. Prepayments. The Borrower may make voluntary prepayments of the Original Principal Amount,
subject to the terms and conditions set forth in the Agreement
5. Gross-up for Covered Taxes. All amounts payable hereunder shall be paid in full, free of any
deduction or withholding for any present or future taxes, levies, imposts, stamp duties, fees
Deductions, charges, withholdings or other liabilities with respect thereto.
7. Governing Law. THIS PROMISSORY NOTE SHALL BE GOVERNED BY ANDY CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF PAKISTAN
In WITNESS WHEREOF, the Borrower acting by its duly authorized representative has caused this
Promissory Note to be executed and delivered as of the date hereof.
On behalf of
By: _________________
Designation: _________________
CNIC: _________________
Witness 1 Witness 2
_______________________ _______________________
Address:
Signature:
City: Karachi
Owner: Phone
GM/Manager: Mobile:
Contact Fax:
Person:
Users: Official Email:
IATA Code:
GDS Required Applicant/
TIDS
Visit Date: Non-IATA
Ag Executive DTS License#
BETWEEN
AND
THE JOSH TPURS (PRIVATE) LIMITED, a travel management company, having its Registered Office # 706,
7th Floor Noor Trade Centre، Karachi، Block 13 A Gulshan-e-Iqbal, Karachi, through its Executive Director thereinafter
referred to as "The Josh Tours") which expression shall include where the context so requires or admits
its successors-in-interest and assigns being party of the Second Part;
(The Josh Tours and EDFOLIO INTERNATIONAL EDUCATION COUNSELORS (PRIVATE) LIMITED, shall
hereinafter collectively be referred to as Parties and individually as "Party")
WHEREAS:
A. EdFolio International Education Counselors is an IATA certified travel agency engaged in the
business of providing local and international travel services.
1.1 Definitions
“Agreement" means this Services Agreement along with Annexure "A" attached hereto
"Business Day(s)" mean a day on which commercial banks are open to transact business with general
public.
"Laws of Pakistan" means the federal, provincial and local laws of Pakistan, and all onders, res
regulations, statutory rules and enders, executive onders, decrees, judicial decisions, notifications, or
other similar directives issued by any Public Sector Entity pursuit, thereto, as any of them may be
amended from time to time.
"Services" shall mean the travel services of the Vender as more particularly described in Amexure "A"
"Sector" means any destination within Pakistan and across the country.
1.2 INTERPRETATION
2.1 Subject to all the terms and conditions contained herein, EDFOLIO INTERNATIONAL EDUCATION
COUNSELORS (PRIVATE) LIMITED Hereby engages the services (hereinafter referred to as
"Services" and as more particularly described in Schedule A attached hereto) to be provided by
The Josh Tours and The Josh Tours hereby accedes to render the Services to EDFOLIO
INTERNATIONAL EDUCATION COUNSELORS (PRIVATE) LIMITED.
2.2 This Agreement shall come into force on the date hereof and shall continue in force for a period
of Five [5] year i.e. till 15 October 2027 (the "Term"), unless terminated earlier in accordance
with Clause 8 of this Agreement or extended further by mutual written consent of the Parties.
3.1 The ID's and passwords that The Josh Tours shall make available shall be specifically of. SABRE,
GAL, Arial, MRBLUE and SERENE AIR and shall be limited to the same;
3.2 The Josh Tours shall provide IDs and passwords to the authorized representative appointed by
EDFOLIO INTERNATIONAL EDUCATION COUNSELORS (PRIVATE LIMITED only;
3.3 The use of the IDs and passwords allotted to the authorized representative of EDFOLIO
INTERNATIONAL EDUCATION COUNSELORS (PRIVATE) LIMITED shall be valid only till the
continuance of this Agreement. For clarity purposes, upon the expiry termination of this
Agreement. EDFOLIO INTERNATIONAL EDUCATION COUNSELORS (PRIVATE) LIMITED shall be
under an obligation to return the IDs and passwords to The Josh Tours;
3.4 EDFOLIO INTERNATIONAL EDUCATION COUNSELORS (PRIVATE LIMITED, shall ensure that its
authorized representatives employees shall not in any manner whatsoever misuse the IDs
provided by EdFolio International Education Counselors or engage in any fraudulent activity
with respect to the same;
3.5 The responsibility for use of the IDs and passwords provided by EdFolio International Education
Counselors during the term of this Agreement shall be the exclusive and sole responsibility of
EDFOLIO INTERNATIONAL EDUCATION COUNSELORS (PRIVATE LIMITED including Agency Debit
Memo Advice (ADMs), under collection taxes, no show charges, flight booking misuse etc;
4. PAYMENT TERMS
4.1 EDFOLIO INTERNATIONAL EDUCATION COUNSELORS (PRIVATE LIMITED, shall render fortnightly
payment to The Josh Tours in the following manner:
4.2 EDFOLIO INTERNATIONAL EDUCATION COUNSELORS (PRIVATE LIMITED must ensure that the
payment is cleared on the said dates failure of which trigger an event of default under this
Agreement:
4.3 In order to secure its payment obligations. EDFOLIO INTERNATIONAL EDUCATION COUNSELORS
(PRIVATE0 LIMITED shall provide security deposit through an open dated cheque amounting to
sale of two fortnights to The Josh Tours and in this regard it shall fulfill the following conditions
to the satisfaction of The Josh Tours.
4.3.1 EDFOLIO INTERNATIONAL EDUCATION COUNSELORS (PRIVATE LIMITED shall ensure that the
bank account from which the cheque shall be issued is a running active account of EDFOLIO
INTERNATIONAL EDUCATION COUNSELORS (PRIVATE LIMITED).
4.3.2 In furtherance of clause 4.3.1, it shall procure a latest bank statement for the preceding six
months before the issuance of an open dated cheque 433 EDFOLIO INTERNATIONAL
EDUCATION COUNSELORS (PRIVATE LIMITED shall also procure an account maintenance
certificate (addressed to EdFolio International Education Counselors) from the concerned
bank in which the bank accounts of EDFOLIO INTERNATIONAL EDUCATION COUNSELORS
(PRIVATE LIMITED, is being maintained and the cheque(s) are being issued from
4.3.3 As further security for its payment obligations towards EdFolio International Education
Counselors. EDFOLIO INTERNATIONAL EDUCATION COUNSELORS (PRIVATE LIMITED shall
obtain personal guarantees undertakings from its directors and or sponsor shareholders in
favor of The Josh Tours to pay any outstanding payments due by THE JOSH S (PRIVATE
LIMITED under this Agreement
4.4 As further security for its payment obligations towards EdFolio International Education
Counselors. EDFOLIO INTERNATIONAL EDUCATION COUNSELORS (PRIVATE LIMITED shall obtain
personal guarantees undertakings from its directors and or sponsor shareholders in favor of The
Josh Tours to pay any outstanding payments due by THE JOSH S (PRIVATE LIMITED under this
Agreement
5. PRICING
The Josh Tours (Pvt) Ltd will provide ticket issuing service to EDFOLIO INTERNATIONAL
EDUCATION COUNSELORS (PRIVATE) LIMITED for below mention Airline at below mention
commission deducted at source.
This Agreement shall be governed by and construed in accordance with the Laws of Pakistan. The courts
at Karachi shall b I have non-exclusive jurisdiction to adjudicate upon any disputes arising hereunder
7.1 EDFOLIO INTERNATIONAL EDUCATION COUNSELORS (PRIVATE LIMITED shall exercise due care in
ensuring the safe custody and verification of all travel documents which EDFOLIO
INTERNATIONAL EDUCATION COUNSELORS (PRIVATE LIMITED has received from the clients. In
exercising this care, EDFOLIO INTERNATIONAL EDUCATION COUNSELORS (PRIVATE LIMITED shall
comply with the security standards prescribed for international airlines travel agents. EDFOLIO
INTERNATIONAL EDUCATION COUNSELORS (PRIVATE LIMITED shall be solely and exclusively
responsible for any loss, use or misuse of these documents and The Josh Tours shall have no
liability whatsoever in any such event.
7.2 EDFOLIO INTERNATIONAL EDUCATION COUNSELORS (PRIVATE LIMITED shall submit sales
reports and follow the accounting instructions provided to it by The Josh Tours. Within five days
after each fortnight end. EDFOLIO INTERNATIONAL EDUCATION COUNSELORS PRIVATE LIMITED
shall submit to EdFolio International Education Counselors a sales report covering such
fortnight. Such report shall show the total sale with quantities at the fortnight end. EDFOLIO
INTERNATIONAL EDUCATION COUNSELORS (PRIVATE LIMITED shall provide data pertaining to
sales volumes and number of tickets sold fortnightly on Domestic Airlines and International
Airlines as and when demanded by The Josh Tours.
7.3 EDFOLIO INTERNATIONAL EDUCATION COUNSELORS (PRIVATE LIMITED shall diligently ensure
payment of commission to EdFolio International Education Counselors on the rates prescribed in
Clause 5 above.
7.4 EDFOLIO INTERNATIONAL EDUCATION COUNSELORS (PRIVATE LIMITED shall maintain adequate
records and accounts, together with supporting documents, recording the details of all
transactions effected pursuant to this Agreement including accounts and supporting documents
evidencing the sale of tickets. Such records, accounts and documents shall be preserved by
EDFOLIO INTERNATIONAL EDUCATION COUNSELORS (PRIVATE LIMITED and he furnished to
EdFolio International Education Counselors whenever it requires the same.
7.5 EDFOLIO INTERNATIONAL EDUCATION COUNSELORS (PRIVATE LIMITED shall at all times during
the subsistence of this Agreement its best efforts to perform the Services in a manner that is in
line with best business practices and shall at all times demonstrate such degree of care as is
expected of a skilled and qualified travel agency
7.6 From time to time during the subsistence of this Agreement, EdFolio International Education
Counselors may provide to EDFOLIO INTERNATIONAL EDUCATION COUNSELORS (PRIVATE
LIMITED-service thresholds, covering, by way of illustration and without limitation, the specific
services, performance expectations, performance assessment, areas of improvement and any
other pertinent information and EDFOLIO INTERNATIONAL EDUCATION COUNSELORS (PRIVATE)
LIMITED shall be bound to meet such service thresholds
EDFOLIO INTERNATIONAL EDUCATION COUNSELORS (PRIVATE) LIMITED hereby represents warrants and
undertakes as follows:
8.1 That it has all rights, powers and authorities to enter into and perform all duties and
responsibilities under this Agreement;
8.3 It has carefully read and understood the contests of this Agreement and has voluntarily
accepted them
8.4 That it will not misuse the IDs provided by EdFolio International Education Counselors for the
purpose of this Agreement and it will be fully responsible for any contravention, penalties,
financial losses caused on the given reservation/ticketing Id due to their or any their employees,
staff, agents negligence and fraud.
8.5 That it understands that EdFolio International Education Counselors has reserved the right to
cancel this Agreement and all reservations made in case of any violation found.
8.6 That in case of any financial discrepancy, The Josh Tours has the right to cancel all reservation
and refunds tickets whether fully or partially utilized and refund charges will be debited to its
account.
8.7 It will be fully responsibility of the authenticity of all travel documents such as passport, visa,
and tickets. CNICS and other travel documents.
8.8 It has agreed to this Agreement, being fully aware of the regulations/policies related to traveling
under the Laws of Pakistan. More particularly, it is fully aware of the policy and procedure
regarding issuance of airlines tickets.
8.9 It will be fully responsible for any business-related transaction pertaining to this Agreement.
9.1 “EdFolio International Education Counselors may exercise its option to immediately terminate
the Agreement and the rights granted herein to EDFOLIO INTERNATIONAL EDUCATION
COUNSELORS (PRIVATE LIMITED.
9.1.1 IF EDFOLIO INTERNATIONAL EDUCATION COUNSELORS (PRIVATE)LIMITED, shall (whether by
reason of its own acts or any other reason) default at any time in meeting the service
thresholds (if any) and or in making any payment required by this Agreement and/or
committing any breach of any covenant or agreement herein contained, and shall fail to
remedy such fault or breach within 2 Business Days after receipt of written notice thereof by
EdFolio International Education Counselors; or
9.1.2 IF EDFOLIO INTERNATIONAL EDUCATION COUNSELORS (PRIVATE) LIMITED, is declared
insolvent or becomes bankrupt.
9.2 Upon the expiration of this Agreement, or in case of the termination of this Agreement for any
reason, EDFOLIO INTERNATIONAL EDUCATION COUNSELORS (PRIVATE)LIMITED shall:
9.1.3 Immediately cease and thereafter return the IDs provided to it by The Josh Tours and from the
sale, promotion and offering of the any travel service it was offering through the Services of
EdFolio International Education Counselors.
9.1.4 Immediately cease and thereafter refrain from the use of any confidential information or know-
how, relating to The Josh Tours and its business and shall not disclose to other ch confidential
information and know-how.
9.1.5 Immediately settle any outstanding accounts with EdFolio International Education Counselors
with respect transaction under this agreement.
9.3 Notwithstanding the above, EdFolio International Education Counselors may at any time,
terminate this Agreement, at its convenience. by giving 30 day's written notice to EDFOLIO
INTERNATIONAL EDUCATION COUNSELORS (PRIVATE) LIMITED.
10. INDEMNIFICATION
10.1 EDFOLIO INTERNATIONAL EDUCATION COUNSELORS (PRIVATE LIMITED shall indemnify and hold
EdFolio International Education Counselors harmless with respect to any claims, losses, suit, liability or
judgment suffered by EdFolio International Education Counselors, including reasonable attorney's fees
and costs, based upon or related to any negligent act or omission or fraud or criminal activity of
EDFOLIO INTERNATIONAL EDUCATION COUNSELORS (PRIVATE)LIMITED, its officers or employees, or any
other person duly acting on EDFOLIO INTERNATIONAL EDUCATION COUNSELORS (PRIVATE LIMITED's
behalf, or from any action or failure to take action by EDFOLIO INTERNATIONAL EDUCATION
COUNSELORS (PRIVATE) LIMITED.
11.1 All the representations, warranties and indemnifications that have been offered or given or that
have been exchanged between the parties under this Agreement shall survive termination or expiration
of this Agreement
12. NOTICES:
12.1 Any notice or other communication to be given hereunder by one Party to the other Party shall be
written in the English language and delivered by messenger, or sent by postpaid mail, or by facsimile
confirmed by mail to the address of the recipient Party as set forth above (or as changed by such party
by notice given hereunder) and shall be effective two (2) Business Days after posting in case it is sent by
post and on the day of transmission if sent by telefax; and notice sent by messenger shall be effective
when delivered.
Address: Office # 706, 7th Floor Noor Trade Centre، Karachi، Block 13 A Gulshan-e-Iqbal, Karachi
Mobile: +92-333-3594811
E-mail: hammad@thejoshtours.pk
E-mail: talk@iamedfolio.com
Any change in any of the addresses stated above shall be duly notified in writing by the other Party
within 24 hours of such change.
The Parties agree that this Agreement form the entire agreement and understanding between the
Parties with respect to the subject matter thereof. This Agreement shall supersede all previous
arrangements and understandings between the Parties, which shall cease to have any further force or
effect except those that have been expressly mentioned in this Agreement and have been made integral
part of this Agreement.
14. AMENDMENTS
The Parties agree that no amendment, modification or waiver in respect of this Agreement shall be
effective unless in writing and executed by each of the Parties.
IN WITNESS WHEREOF the Parties have executed this Agreement on the day, mouth and year first be
Name: _____________
Signature: _____________
CNIC: _____________
Name: _____________
Designation: _____________
CNIC: _____________
This Agreement has been executed by the
Designation: _____________
Parties in the presence of the following
witnesses: This Agreement has been executed by the
Parties in the presence of the following
witnesses:
1. Signature: _____________
Designation: _____________
2. Signature: _____________
Designation: _____________