Bookings

Terms and Conditions

Australian Corporate Credit Facility Account

Before proceeding to the Australian Corporate Credit Facility Registration Form, please read the following Terms and Conditions.
 

Main Agreement

Contents

  • Part A – How this Main Agreement works, and who it applies to
  • Part B – Defined terms
  • Part C – Financial arrangements and payment terms - general
  • Part D – Specific provisions for Virgin Australia Group
  • Part E – Specific provisions for Virgin Australia International
  • Part F – API terms of use
  • Part G – Privacy acknowledgement
  • Schedule 1.

Part A – How this Main Agreement works, and who it applies to

  1. Sales. This Agreement governs the way in which you are authorised to sell flights and associated services of Virgin Australia, Virgin Australia (NZ), Virgin Australia (SE Asia), Virgin Australia International or Virgin Samoa, and any other airline notified to you by the Virgin Australia Group.
  2. Remuneration.  This Agreement also governs the way in which Remuneration may be paid to You, under the Terms of the Travel Agency Main Agreement or if the Virgin Australia Group enters into Term Sheets with you.
  3. Application.  This Agreement applies to:
    1. Virgin Australia Airlines Pty Ltd (“Virgin Australia Airlines”)
    2. Virgin Australia International Airlines Pty Ltd (“Virgin Australia International”)
    3. Virgin Australia Airlines (NZ) Ltd (“Virgin Australia (NZ))
    4. Virgin Australia Airlines (SE Asia) Pty Ltd (“Virgin Australia (SE Asia)) or
    5. Virgin Samoa Limited (“Virgin Samoa”), and:
    6. You
  4. Virgin Australia Group Product and Virgin Australia International Product.  This Agreement sets out different approaches for the sale of, and Remuneration paid in relation to, Virgin Australia Group Product (Part D) and Virgin Australia International Product (Part E).
  5. When it starts. This Agreement supersedes the previous version of the Main Agreement, and binds you immediately if you were a party to the previous version. If you were not a party to the previous version, this Agreement applies to you as soon as you do any one of the following:
    1. Apply for a Virgin Australia Code or use an existing Virgin Australia Code;
    2. Apply for a Virgin Australia International Code;
    3. Book Virgin Australia International Product, either using the Website or the GDS; or
    4. Otherwise hold yourself out as being willing or able to sell Virgin Australia Group Product or Virgin Australia International Product.
  6. When it ends.
    1. This Agreement may be terminated by either party giving not less than thirty (30) days written notice to the other party. 
    2. We may terminate this Agreement immediately by notice in writing to you in the event of a Default Event.
  7. When it changes.
    1. We may amend:
      1. this Agreement; and
      2. the Eligible Fares on which Remuneration is payable,

    by giving not less than 30 days written notice to you, either in writing or by electronic communication or by way of a trade release.

Part B – Defined terms

Agent means a registered travel agent making bookings for Guests with an Airline.
Agreement means this agreement and consists of any Term Sheet, the Travel Agency Main Agreement and each of the Schedules.
Airline means Virgin Australia, Virgin Australia (NZ), Virgin Australia (SE Asia), Virgin Australia International or Virgin Samoa (as the case may be).
Alliance Partner Any other airline which we notify you of in writing during the Term of this Agreement, with whom Virgin Australia has formed a relationship of commercial cooperation.
API means Virgin Australia’s Application Programming Interface, an interface to the Virgin Australia Group’s reservation system.
API Developer’s Guide means the document which sets out the services available within the API (Available for download)
API Licence and Terms of Use means your agreement with the Airline for access to the API, and the applicable terms and conditions.
Bank Guarantee means an irrevocable undertaking in favour of us issued by a trading bank licensed to carry on business in Australia to pay an amount of money to us on demand and in a form and containing provisions acceptable to the Airline.
Base Fare means the Airline’s base fare exclusive of Ticket Taxes, GST, SSR fees, insurance levies, and any other levies, charges or surcharges imposed on air travel, components of air travel, or any charge on the method of payment.
BSP means the IATA Billing and Settlement Plan
Base Remuneration means the base or at-source commission payable to the Agent on the sale of any Virgin Australia Group flights or Virgin Australia International flights, at the rates set by the Airline in its absolute discretion and notified to you by the Airline on the date of this Agreement or from time to time. .
Business Day means a day which is not a Saturday, Sunday or public holiday in Brisbane, Australia; and if anything required to be done pursuant to this Agreement falls due on a day which is not a Business Day, then it shall be sufficient if the thing is done on the next following Business Day.
Commercial Electronic Message has the meaning given to it in the Spam Act 2003 (Cth).
Contact Details means the following Guest contact details:
  • Full name;
  • Residential address;
  • Phone number; and
  • Fax or email address, if applicable.
Conversion Rate means the prior month average exchange rate determined by using the Historical Exchange Rate Tool on the Ozforex website, www.ozforex.com or the Oanda website, www.oanda.com, as we elect
Default Event means:
(a) in respect of you, an event of bankruptcy or insolvency or an assignment for the benefit of creditors or in the event of appointment of a receiver, receiver and manager, provisional liquidator, liquidator or official manager; (b) failure to pay any amount due to us pursuant to this Agreement including any Payment Default;
(c) failure to comply with Part C, clause 8 of this Agreement; or
(d) a material breach by you of any term of this Agreement.
Eligible Fares means the airfares designated by us as being eligible for the calculation and/or payment of Remuneration.
Fare Rules means the conditions surrounding particular fare types, including details of the relevant cancellation policy or the minimum amount of time before departure in which changes can be made. The Fare Rules applicable to a booking are located on our Website.
Government Agency means any government or any governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity.
GST means any form of goods and services, consumption or value added tax.
GST Law means the GST legislation (including subordinate legislation) and rulings in force in the jurisdiction in which GST is payable in relation to supplies connected with this Agreement.
Guest means a person for whom you the Agent makes a booking with an Airline.
IATA means the International Air Transport Association.
IATA Plates means unique agent ticketing numbers issued to you by IATA to allow you to issue tickets.
IATA Rules means the Passenger Agency Conference Resolutions Manual and all associated resolutions, rules and practice directions made by IATA in relation to the sale of airline fares by travel agents.
Include the word “include” (and all of its grammatical forms) has the meaning as if followed by the words “without limitation”.
Income Tax means any Tax of general application imposed on net income or taxable income.
International Agent means an international travel agent that carries on its business in a country other than Australia or New Zealand.
Look to Book Ratio means the ratio comparing the number of actual bookings made by the Agent with the number of inquiries made by the Agent using the API.
Month means calendar month.
Nominated IATA Plates means the IATA Plates listed in any Term Sheet.
Open Jaw Bookings means a ticket in which either the return trip is from a city other than the city in which they arrived, or in which the final destination city is different from the original departure city.
Payment Default has the meaning given in Part D, clause 5.f.vi of the Travel Agency Main Agreement.
PNR means a passenger name record generated by the reservation system of the Virgin Australia Group or the reservation system of Virgin Australia International.
Privacy Policies means the privacy policy of either Virgin Australia, Virgin Australia (NZ), Virgin Australia (SE Asia), Virgin Australia International or Virgin Samoa whichever is applicable to a booking, as found on the Website.
Provider means the technology provider who provides you with access to the API booking channel (if applicable).
RCTI has the same meaning as given to the term “Recipient Created Tax Invoice” in section 195-1 of the GST Law in Australia.
Relevant Jurisdiction means:

(a) in respect of an Agreement with Virgin Australia, Virgin Australia (SE Asia) or Virgin Australia International, the Agreement is governed by the laws in force in Queensland, Australia and the parties submit to the non-exclusive jurisdiction of the courts of Queensland, Australia;
(b). in respect of an Agreement with Virgin Australia (NZ) the Agreement is governed by the laws in force in New Zealand and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand;
(c) in respect of an Agreement with Virgin Samoa, the Agreement is governed by the laws in force in Samoa and the parties submit to the non-exclusive jurisdiction of the courts of Samoa.
Revenue means the dollar value attributable to the Base Fare component of Eligible Fares sold by an Agent for travel on an Airline.
Sales Incentive Payment means any additional remuneration we will pay you if you have entered into a Term Sheet with us. Payment of Sales Incentive Payments will be in accordance with the provisions of your Term Sheet, or otherwise, in accordance with Part D and Part E of this Agreement in consideration of your sale of Virgin Australia Group Product and Virgin Australia International Product.
Sales Rules means the policies and rules published by Virgin Australia from time to time, through general trade releases or as communicated to you by the Virgin Australia helpdesk, which relate to your sale of Virgin Australia Group Product or Virgin Australia International Product.
SSR means the code used to indicate Guests with special service requests, as set out on our Website.
Tax means any tax, withholding, levy, royalty, rate, duty, fee, impost or other charge however described imposed, levied or charged by any Government Agency or other body authorised by law whether in Australia or elsewhere, including any fee and any penalty or interest however described.
Terms and Conditions of Carriage means the conditions of carriage of the Airline applicable to a booking you make pursuant to this Agreement. The Terms and Conditions of Carriage are located on our Website.
Term of Agreement means: (a) the period referred to in the Term Sheet; or (b) if you have not entered into a Term Sheet with us a period which has been agreed between the parties as being the Term of the Agreement.
Term Sheet means the term sheet, document, letter or arrangement we have agreed with you or your head office setting out the commercial terms of the Agreement, whichever we advise you is applicable to your Agreement with us. For the avoidance of doubt, we may enter into separate Term Sheets with you for your sale of Virgin Australia Group Product and Virgin Australia International Product
Ticket Taxes means all taxes, fees, levies and charges (including fuel, insurance and bank surcharges) recoverable from the passenger on the sale of an airline ticket and separately identified on the ticket (including a free of charge ticket), including those payable by the ticketing carrier or ultimately payable by the operating carrier.
Virgin Australia Code means the unique code which we give you to identify your sales of Virgin Australia Group Product.
Virgin Australia Group means Virgin Australia, Virgin Australia (NZ), Virgin Australia (SE Asia) or Virgin Samoa
Virgin Australia Group Product means the airfares offered by Virgin Australia, Virgin Australia (NZ), Virgin Australia (SE Asia)or Virgin Samoa under the “DJ” airline designator.
Virgin Australia International Code means the unique code which we give you to identify your sales of Virgin Australia International Product.
Virgin Australia International Product means the airfares offered by Virgin Australia International under the “VA” airline designator.
we, us, Virgin Australia means
(a) Virgin Australia Airlines Pty Ltd (“Virgin Australia Airlines”);
(b) Virgin Australia International Airlines Pty Ltd (“Virgin Australia International”);
(c) Virgin Australia Airlines (NZ) Ltd (“Virgin Australia (NZ));
(d) Virgin Australia Airlines (SE Asia) Pty Ltd (“Virgin Australia (SE Asia)); or
(e) Virgin Samoa Limited (“Virgin Samoa”),

(as the case may be).
Website means www.viginaustralia.com
you means the company or person entering into this Agreement with us.

 

Part C – General provisions, financial arrangements and payment terms Virgin Australia Group Product and Virgin Australia International Product

  1. For the Term of this Agreement, we authorise you to sell Virgin Australia Group Product and Virgin Australia International Product, and provided that you comply at all times with this Agreement, we agree to:
    1. accept bookings made by you;
    2. pay Base Remuneration (if applicable) to you in the manner and using the payment methods set out in Part D for the sale of Virgin Australia Group Product; and
    3. pay Base Remuneration (if applicable) to you in the manner and using the payment methods set out in Part E for the sale of Virgin Australia International Product.
  2. We will not pay you Base Remuneration on your sale of Virgin Australia Group Product and Virgin Australia International Product where the sale occurs through the API.
  3. We may vary or change:
    1. the frequency of issuing of invoices (provided an invoice is issued by us at least once a month);
    2. the frequency of direct deposits or direct debits (provided we debit your account at least once a month);
  4. on 30 days notice to you, either in writing, by electronic communication, or by way of a trade release.
  5. We may vary or change, by giving you 30 days’ notice in writing, the amount of any Base Remuneration payable to you.
  6. Other than as expressly set out in this Agreement, you have no express, implied or apparent authority to create or assume in the Airline’s name any obligation, or to act or purport to act as the Airline’s agent,
  7. The parties acknowledge and agree that nothing in this Agreement implies a partnership or a joint venture arrangement between them.
  8. We may at our discretion vary the method of accepting bookings and the terms of any credit facility offered to you at any time upon written notice to you.
  9. If you are required by law, any regulatory authority or an industry body to hold a travel agency licence then you must maintain a current travel agency licence for the Term of this Agreement and you agree to notify us immediately if such licence is revoked, cancelled or not renewed.
  10. You:
    1. indemnify us from all obligations, liability, loss, claims, demands, and proceedings and all damage, costs, expenses of any kind (“Claims”) arising from or in connection with any negligence, act or omission or breach of Agreement, on your part or any of your customers relating to:
      1. this Agreement; or
      2. any booking made by you;
    2. agree that, where any Guest or other person:
      1. makes a Claim on an Airline; or
      2. notifies an Airline of a Claim or potential Claim,
      3. arising from or in connection with any negligence, act or omission or breach of Agreement, on your part or any of your customers, unless notified by the Airline that it will manage the Claim or potential Claim, you shall be responsible for:
      4. managing the Claim or potential Claim; and
      5. as appropriate or as directed by the Airline, settling the Claim at your cost.
        without recourse to compensation or reimbursement from the Airline;
    3. are solely responsible for any publicity or promotional costs related to this Agreement unless otherwise agreed in writing by us;
    4. must obtain each Airline’s prior written consent to the use of the Airline’s name, logo, trade marks (registered or unregistered or any other Airline intellectual property (“Airline Marks”) in any promotional or advertising material whatsoever, including any promotions, links or information which may appear or be displayed on your website; 
    5. must provide each Guest booking Airline flights with the relevant terms and conditions (“Booking Terms”) for the booking as issued by the Airline from time to time including:
      1. the Airline’s current Terms and Conditions of Carriage;
      2. any particular conditions relating to the class of fare (including details of SSR fees);
      3. any restrictions, penalties or cancellation provisions; or
      4. any Airline policies related to the Booking (including our medical clearance guidelines, baggage policy or check in policy).
    6. before making any booking or as soon as practicable after making the booking, and at any time a Guest changes or cancels their flight.
      We reserve the right to amend the Booking Terms at any time without notice.  You acknowledge and agree that it is your responsibility to ensure that the latest version of these terms and conditions is presented to Guests during the booking process;
    7. must use best endeavours to obtain accurate Contact Details from the Guest booking Airline flights.  In the event that you do not provide us with the Guest’s Contact Details:
      1. we will notify you of any changes or cancellations to the Guest’s scheduled flights, and you must pass details of those changes or cancellations on to the Guest;
      2. if the booking is cancelled and a credit shell is issued, you must pass on the benefit of the credit shell to the Guest when the Guests’ form of payment has been directly passed to Virgin Australia.
    8. must, if requested to do so by us, accurately collect any additional information for Virgin Australia International bookings as we may reasonably require (for example, Advanced Passenger Information for passengers travelling to the USA);
    9. must, for any booking made by you as a travel agent and paid for by use of the Guest’s credit card through our merchant facility, obtain a written authority from the Guest authorising the use of the credit card.  If we are required to refund any amount, or are charged any fees, as a result of your failure to obtain such authorisation or incorrect entry of credit card details, the amount becomes a debt immediately payable to us and we may (without limiting any other remedies available to us) deduct this amount from any payments due to you under this Agreement;
    10. must comply with all laws and regulations relating to or connected in any way to the provision of travel services including discrimination and work place health & safety legislation;
    11. must not disclose:
      1. details of any booking made with us;
      2. personal details of any Guest;
      3. details of your agreement with us and any related discussions or information provided to you by us; or
      4. any other information of a confidential nature or designated as confidential by us to any person,
      5. unless:
      6. required by law to do so;
      7. with our prior written consent, or
      8. the information is already in the public domain other than as a result of a breach of this agreement by you. 
    12. Details of a specific booking made with an Airline may only be disclosed to persons in possession of the Passenger Name Record (PNR) and password (if applicable) for that booking;

    13. must not assign, novate, or otherwise dispose of your rights, interests or obligations under this Agreement without our prior written consent;
    14. warrant that all corporate information, including account details, given to us is correct, and undertake to notify us in writing within 2 Business Days of any changes to the information;
    15. agree that any:
      1. amounts payable by you to us and us to you will be in Australian Dollars unless we specify otherwise (for example, by notifying you in writing or by setting the relevant currency on our website or through the API); and
      2. foreign exchange conversions for amounts paid or payable will be determined using the Conversion Rate or any other methodology or tool of which we notify you in writing; and
    16. must ensure that you provide full and accurate results of all Airline inventory disclosed by us in response to a search or request made by a Guest, and must not bias your display or recommendation away from our products and services (by, for example, putting our inventory at the bottom of a display list, omitting it altogether, or failing to recommend it to a Guest) for any reason other than Guest request or price.
    17. authorise us to provide your agency contact details to our duly appointed third parties in order to establish payment gateways and system linkages for the sale and ticketing of airlines operated by us and our related bodies corporate.
  11. In recognition of the services provided by you to us, we may, in our discretion, pay you Base Remuneration in the manner set out in Parts D and E of this Agreement.
  12. Right to recover. In addition to any other rights it has available under this Agreement, BSP or otherwise, we reserve the right to recover Base Remuneration paid on cancelled bookings by way of the applicable settlement process outlined in either Part D clause 4 and 5, or Part E clause 3.
  13. It is agreed that any Base Remuneration, Sales Incentive Payment and any other consideration provided for supplies under this Agreement (including any Term Sheet we have agreed with you) (“Consideration”) excludes GST. If GST is imposed on a supply made pursuant to this Agreement, the recipient of that supply must, in addition to the Consideration and at the same time, pay to the supplier an amount equal to the GST in respect of that Consideration.
  14. You shall indemnify and reimburse us for the amount of the liability for any Tax (excluding Income Tax) in respect of us entering into and undertaking transactions contemplated or attributable to this Agreement.
  15. We will be entitled to deduct any amount that is required to be withheld under any law from any Consideration payable to you by us. We may deduct or withhold from payments to you withholdings of Tax that are required by law without increasing or grossing up payments.
  16. We may withhold an amount of tax (at the date of this Agreement being 46.5%) from any payment we make to you for a supply, unless you provide us with an invoice or other document relating to the supply that quotes your Australian Business Number (“ABN”) or you provide us with a written statement in a form approved by the Australian Taxation Office as to the reason for not quoting an ABN.  
  17. The parties hereby agree that, in accordance with and where permitted under the provisions of the GST Law, in relation to all supplies made by you pursuant to this Agreement in relation to which Base Remuneration or Sales Incentive Payments are payable by us, we shall issue RCTIs and (where relevant) adjustment notes. Accordingly, where the RCTI is to be issued:
    1. you:
      1. warrant to us that you are registered for GST under the GST Law and will notify us if you cease to be registered or if you fail to meet any of any applicable requirements of the GST Law in relation to RCTIs; and
      2. will not issue a tax invoices in relation to that supply:  
    2. we:
      1. confirm that we are registered for GST under the GST Law at the time of entering into this Agreement and undertake to notify you if we cease to be registered or if we fail to meet any of the applicable requirements of the GST Law in relation to RCTIs; and
      2. will not issue a document that would otherwise by a RCTI,  on or after the date when we first become aware that (A) we do not comply with the requirements of the GST Law in relation to RCTIs; or
        (B) you do not comply with the requirement of the GST Law in relation to RCTIs; or
        (C) either party is not registered for GST; and
      3. must issue the original or a copy of the RCTI to you within 28 days of the making , or determining the value, of the taxable supply and must retain the original or a copy; and
      4. must issue the original or a copy of the adjustment note to you within 28 days of the adjustment and must retain the original or a copy; and
      5. must ensure that the RCTI shows your ABN as provided by you to us.
  18. Subject to clause 16 above, in respect of any other supply made pursuant to this Agreement upon which GST is imposed, you must do all things necessary (including, without limitation, issuing a valid tax invoice) to enable us to obtain any input tax credit (or similar credit) allowed for under the GST Law.
  19. You must comply with our reasonable directions in relation to issuing tax invoices to Guests and/or your clients in your capacity as our agent for GST purposes. In respect of any and all airfares booked, you will be responsible for issuing tax invoices and adjustment notes to the Guest and/or client. You indemnify us against any costs (including fines or penalties), loss or expenses incurred by us as a result of your failure, whether unintentional or not, to issue tax invoices and adjustment notes as required by this clause.
  20. To address the payment of GST and Ticket Taxes on sale of airfares, then:
    1. if you are a BSP user, we will debit the BSP system for the gross ticket price (inclusive of GST and Ticket Taxes), less any Base Remuneration or Sales Incentive Payments  owing to you that can be deducted at source; and,
    2. if you are not a BSP user, you will provide us with details of the gross ticket price (inclusive of GST and inclusive of Ticket Taxes) and  we will directly debit your AU or NZ bank account, or you will remit that amount to us if a non AU or NZ account is held, less any Base Remuneration or Sales Incentive Payments owing to you that can be deducted at source
  21. You indemnify us against any costs (including fines and penalties), loss and expenses incurred by us as a result of your failure, whether unintentional or not, to calculate and to remit to us the correct amount of GST and Ticket Taxes pursuant to this clause.

  22. For the purpose of calculating Base Remuneration and Sales Incentive Payments, the relevant sales revenues and any other specified targets are the amounts exclusive of any applicable GST and Ticket Taxes. For the avoidance of doubt, Base Remuneration and Sales Incentive Payments are not payable on GST or Ticket Taxes referable to the relevant sales.
  23. You acknowledge and agree that the party contracting with you under this Agreement will be determined each time a booking is made and will be the company identified on the Invoice and Itinerary issued after a booking is made.  The party will be either:
    1. Virgin Australia Airlines;
    2. Virgin Australia International;
    3. Virgin Australia (NZ);
    4. Virgin Australia (SE Asia); or
    5. Virgin Samoa
  24. The liability of each entity is several and limited to the relevant booking.

  25. If you are an Agent, you must provide to us or our nominees, data about passengers you book on our flights (“Booking Data”) if we ask you to do so.  In particular, if your client authorises you to provide Booking Data to third parties, you must do so.  You must ensure that you obtain the necessary consents and approvals from your clients to enable you to provide Booking Data to us and to our nominees.
  26. You must comply with all relevant privacy legislation.  You confirm you are aware of and have read the Airline’s privacy policy located on our Website.
  27. You must, within one month of receiving written notification from us, implement any required changes to your sales channels (including requiring any third parties who provide services to you in relation to those sales channels – like online booking tools – to make equivalent amendments):
    1. to ensure that each of those sales channels is able to charge Guests SSR fees (including fees in relation to checked baggage); and
    2. to allow those Guests to elect whether or not to pay SSR fees,
      as an integral part of the usual booking process for those sales channels, and in the manner required by us in the developer documentation we provide to you.  
  28. You must ensure that you amend all associated business processes (such as the itineraries you provide to Guests) to disclose this new functionality, and you must ensure that you pass through to Guests any new disclosure material provided by Virgin Australia (such as new Booking Terms). 
  29. You consent to receiving Commercial Electronic Messages from us containing marketing and promotional material and you agree we do not need to include an unsubscribe facility in any message we send you.
  30. This Agreement is governed by the Relevant Jurisdiction
  31. All capitalises terms within your Term Sheet are to interpreted in accordance with the definitions set out in the Travel Agency Main Agreement, unless otherwise expressly defined in the Term Sheet.

Part D – Specific provisions for Virgin Australia Airlines, Virgin Australia (NZ), Virgin Australia (SE Asia) and Virgin Samoa.

  1. Where these provisions apply
    1. These provisions apply to your sale of Virgin Australia Group Products which are sold under the “DJ” airline designator. 
  2. Booking rules
    1. We will give you a unique Virgin Australia Code, which will enable you to book through our booking system (“Website Agents Facility”) or the booking channels we have agreed with you. 
    2. You must maintain adequate security of the Code and keep the Code confidential.  You warrant and accept that all bookings made by using the Code are to your account, and in no circumstances will we accept any responsibility, including any payment obligations, in relation to those bookings.
    3. Prior to issuing the Code or at any time after issue, we may request whatever information we reasonably require from you to issue you with your Virgin Australia Code. You shall provide us with all information requested by us promptly upon receipt of the request.
    4. Upon receipt of the Code and until the expiry or earlier termination of this Agreement, you have authority to make bookings on behalf of your Guests through the agreed booking channels.
    5. You agree that you are responsible for all bookings made using the Code and shall indemnify us in respect of any misuse of the Code resulting in and loss or damage sustained by, or Claims against us.
    6. In addition to any other rights we may have at law, we may suspend your Virgin Australia Code access to the agreed booking channels immediately in the event of a breach of this Agreement by you (including Payment Default).
  3. Base Remuneration rules
    1. This Agreement provides the basis of calculating any Base Remuneration and the relevant currency for the payment of any Base Remuneration   Any currency conversions will be calculated using the Conversion Rate.
    2. Unless a Term Sheet has been agreed with you or your head office, we will not be required to pay any Sales Incentive Payment to you.
    3. You will not earn Base Remuneration on your sale of:
      1. Virgin Australia International Products using your Virgin Australia Code;
      2. flights which are not sold under the “DJ” designator;
      3. except for Alliance Partners, flights which are not operated by the Virgin Australia Group Companies, even if they are sold under the “DJ” designator; or
      4. Virgin Australia Group Products where these products are ticketed to another carrier (for example, as part of an interline journey).
    4. We will pay you Base Remuneration for your sale of flights bearing the “DJ” designator which are operated by Alliance Partners.
  4. Financial rules – Credit card only accounts
    1. If you are not an approved account customer or you are paying at the time of booking by way of credit card, you must pay us the total amount payable in respect of each booking by way of your credit card or your customer’s credit card immediately upon making the booking.  Cheque payments will not be accepted.
    2. Payment of Base Remuneration will be in accordance with the terms of this Agreement.
    3. If we are required to pay you any Sales Incentive Payments, the terms of payment will be set out in your Term Sheet.
    4. If we are required to pay you Base Remuneration by way of direct deposit or telegraphic transfer, if the direct deposit or telegraphic transfer fails for any reason beyond our control, we will make a further attempt to complete the deposit or transfer.  We shall not be liable for any loss or damage incurred by you in the event of any direct deposit or telegraphic transfer failure for any reason whatsoever. You will provide all information and comply with all our requirements with respect to establishing a direct deposit facility.
    5. If we are required to pay you Base Remuneration, whereby the debits outweigh your credits, by way of direct debit, if the direct debit fails for any reason beyond our control, we will make a further attempt to complete the direct debit.  We shall not be liable for any loss or damage incurred by you in the event of any direct debit failure for any reason whatsoever. You will provide all information and comply with all our requirements with respect to establishing a direct debit facility by way of direct debit authority. We will directly debit your bank account (as nominated by you in accordance with the account application) for an amount equal to the total sales less any at source Remuneration we have agreed to pay in the third week of each month (for bookings made during the first two weeks of the month) and in the first week of the following month (for sales made during the remainder of the previous month). 
    6. If you are an International Agent the following payment provisions also apply:
      1. We will not be obliged to pay any Base Remuneration until the amount due to you is more than AUD$500.
      2. Any Base Remuneration will be payable in either Australian dollars, New Zealand dollars, United States dollars, or Euros, depending on which jurisdiction you conduct your operations.
  5. Financial rules – Credit facility accounts
    Account Applications:
    1. You may apply for and we may grant you a credit facility, in our absolute discretion. Credit facilities may be granted on terms and conditions determined by us, as set out on the Website Agents Facility. Such terms and conditions include:
      1. if you are a travel agent, you holding a current travel agency licence;
      2. you holding a bank account in Australia or New Zealand;
      3. you providing security (see clause 5 below).
    2. You consent to, and will cooperate with, any request for information or enquiries made by us in regard to your application for credit, and provide all requested information promptly.
    3. Applications must be made using the application forms provided by us from time to time on the Website Agents Facility
    4. We will notify you as to whether the application is accepted and, if accepted, make the credit facility available to you subject to our terms and conditions of credit. 
    5. We, in our absolute discretion, may:
      1. require a Bank Guarantee for an amount decided by us to be deposited with us prior to or for continued operation of the credit facility;
      2. require a personal guarantee from appropriate parties; or
      3. set limits on the amount of the credit facility and vary these limits at any time.
    6. If we approve your credit application:
      1. we will provide details of bookings (sales) made by you in the beginning of the third week of each month (for bookings made during the first two weeks of the month) and in the first week of the following month (for bookings made during the remainder of the previous month) (“Sales Invoice”).
      2. issue Sales Invoices to you by sending an email notification advising you that your Sales Invoice is available online for viewing or downloading, using your Virgin Australia Code and password.  Once logged in to the Website Agents Facility, select “My Statements” on the toolbar located at the top of the screen.  We may choose an alternative method for issuing statements or invoices at any time.
      3. we will directly debit your bank account (as nominated by you in accordance with the credit application) for an amount equal to the total sales less any Base Remuneration we have agreed to pay you at source in the third week of each month (for bookings made during the first two weeks of the month) and in the first week of the following month (for sales made during the remainder of the previous month). 
      4. All other Base Remuneration will be paid in accordance with the arrangements outlined in this Agreement if a Term Sheet has not been agreed.
      5. Any bank fees or other costs associated with this transaction are at your cost.  It is your responsibility to ensure all your necessary details are kept up to date.  We are not liable for any failure to provide the Sales Invoice where these details are not kept up to date. 
      6. In the event that your account has insufficient funds to cover the direct debit amount for any month or the direct debit fails for any reason beyond our control (“Payment Default”), you must immediately remit to us the amount plus any additional fees or costs incurred by us.
      7. If you are an International Agent and we are not legally entitled to direct debit your account, we will issue you a statement setting out details of bookings (sales) made by you in the first week of the following month, for sales made during the previous month.  You will directly deposit cleared funds in Australian or New Zealand dollars into the account nominated by us, net of any Sales Incentive Payment, within 7 days of us issuing the statement for the relevant period.
      8. In the event you default in your payment obligations under this Agreement, we may suspend your credit account without prior notice.

Part E – Specific provisions for Virgin Australia International

  1. Where these provisions apply
    1. These provisions apply to your sale of Virgin Australia International Product. 
  2. Booking rules
    1. To book Virgin Australia International Product, you must have GDS access, and you must join the BSP Settlement Plan
    2. We reserve the right to amend the BSP Settlement System and substitute or add settlement systems from time to time.   
    3. Our rights under this Agreement, including those set out in Part C, are in addition to any rights we may have under IATA rules or BSP rules. .
  3. Remuneration
    1. Who these remuneration provisions apply to.  These provisions apply to all Agents. 
    2. When these provisions do not apply.  You will not earn Base Remuneration on:
      1. your sale of Virgin Australia Group Products sold using your Virgin Australia International Code; or
      2. your sale of Virgin Australia International Products where these products are ticketed to another carrier (for example, as part of an interline journey).
    3. Base Remuneration.  We:
      1. will pay Base Remuneration on your sale of Virgin Australia International Product in accordance with the terms of this Agreement.
      2. reserves the right to pay different rates of Base Remuneration on different market segments, routes or agent market segment.
    4. Sales Incentive Payments: we will not pay you any Sales Incentive Payments unless you have a Term Sheet with us.  
    5. Right to recover.  In addition to any other rights it has available under this Agreement, BSP or otherwise, we reserve the right to recover Base Remuneration paid on cancelled bookings; (i) duplicate bookings or passive segments; or (ii) bookings which we, acting reasonably, determines are an abuse of the booking or remuneration process.
  4. Base Remuneration Rules.  In all cases, any Base Remuneration payable to you will be calculated on the Base Fare component of the Revenue you generate.
  5. Sales Rules
    1. Compliance.  You must at all times comply with the Sales Rules in relation to your sale of Virgin Australia International Product.
    2. If you do not comply.  If you do not comply with the Sales Rules, we reserve the right to do any one or more of the following:
      1. Recover from you, as an amount automatically payable through the BSP Settlement System, our loss arising from your failure to comply with the Sales Rules (for example, the difference between the face value of a ticket you sold, and the actual sale price in the correct booking class);
      2. Suspend your ability to sell Virgin Australia International fares for such time as we deem appropriate;
      3. If you repeatedly fail to comply with the Sales Rules, terminate this Agreement immediately pursuant to Part A, Clause 6 (b) of this Agreement.

Part F – API terms of use

  1. Licence and Use of the API
    1. If you are using the API to access fares and make bookings, you must not:
      1. use the API other than in accordance with your API Licence and Terms of Use and the terms of this Agreement;
      2. use the API for any unlawful purpose;
      3. make any fraudulent or false enquiries, bookings, reservations or requests using the API;
      4. use the API while impersonating another person;
      5. tamper with, hinder the operation of or make unauthorised modifications to the API;
      6. delete data from the API without our permission;
      7. knowingly transmit any virus or other disabling feature to the API;
      8. breach any third party's rights (including intellectual property rights and obligations of confidentiality owed to third parties) or infringe any laws in any jurisdiction in using this API; or
      9. knowingly permit another person to do any of the above acts.
  2. Look to Book Ratios
    1. We reserve the right to monitor your Look-to-Book Ratios.  Your Look to Book Ratios must not exceed 100:1 (i.e., 1 booking per 100 inquiries). In the event your Look-to-Book ratio exceeds 100:1 then:
      1. we will give a written notice advising you that your Look-to-Book ratio has exceeded 100:1;
      2. Within 5 Business Days of receiving written notification you must provide us with detailed reasons for exceeding the Look-to Book ratio;
      3. If in our reasonable opinion you have a genuine commercial reason for exceeding the Look- to-Book ratio then both parties will, within 5 Business Days of us receiving your reasons pursuant to clause 2.1(b) meet to discuss in good faith a revised Look-to-Book ratio or the steps that you can take to reduce your Look-to Book ratio;
      4. If your explanation for exceeding the Look-to-Book ratio is, in our opinion, unsatisfactory or the parties cannot agree on a revised Look-to-Book ratio pursuant to clause 2.1(c) then we may advise you that we consider you to be in breach of this Agreement and may terminate this Agreement by providing you with 30 days written notice.
    2. You must only use the API for the purpose of booking Airline flights on behalf of third parties.
  3. Guest information and Privacy

    You agree to advise all Guests that our Privacy Policy applies to the collection and use of information by us, and are located on our Websites.

  4. Fare Rules
    1. You agree to include a notice on all Guests’ itineraries advising the Guest that the information collected by you will be sent to us in order to process the booking.
    2. You acknowledge that we have multiple fare classes available for purchase, and that each fare class has its own price point and associated Fare Rules.        
    3. You agree to ensure all Fare Rules are displayed in full as they appear in our reservations system when making a booking or changing or cancelling a flight.  You must not amend the Fare Rules in any way.
    4. As at the date of this Agreement, we offer a number of fare classes for sale, and these classes are described in fare type guides located on our Websites. 
    5. You acknowledge that not all fare classes are available for all Airline flights.  We shall have no liability in the event that you offer the Guest a particular fare class and that fare is subsequently unavailable.
    6. You acknowledge that the fare classes and Fare Rules are subject to change without notice, and that it is your responsibility to ensure that the latest version of the applicable Fare Rules is acknowledged and accepted by all Guests during the booking process.
    7. You agree to provide all Guests with information about the different fare types that are available during the booking process, unless responding to a direct request for a Guest to only provide information in relation to a particular fare type.  You may show Guests who require additional information in relation to fare types for Virgin Australia Domestic, Short-haul International and Long-haul International product. We reserve the right to change this table at any time without notice.
  5. Pricing
    1. You acknowledge that all fares displayed on our reservations system are subject to availability, and are subject to change at any time without notice. 
    2. You acknowledge that domestic fares are inclusive of all Taxes, fees and surcharges (other than credit card surcharges and baggage fees) but that international fares are exclusive of all Taxes, fees and surcharges.
    3. We agree that you may charge a reasonable service fee in addition to the fare.  You acknowledge and agree that no other fees may be added to the cost of the fare.  Any service fee which you add to the fare must be clearly identified as such to the Guest.
    4. You must, upon 7 days notice during normal business hours or as otherwise agreed, permit and provide persons (“Auditors”) nominated by us supervised access to your and your contractors premises, books, records, documents, computer systems, equipment and other property relevant to the performance of this Agreement to verify compliance with your obligations under this clause and this Agreement.
  6. Fare Price Currencies

    You agree and acknowledge that all fares must be paid for in the same currency as the country of departure, unless we specify otherwise.  For example, all bookings originating from Fiji must be paid for in Fijian dollars, and all bookings originating from New Zealand must be paid for in New Zealand dollars.  You must not accept payment for fares in anything other than the currency of the country of departure, unless we specify another currency.

  7. Open Jaw Bookings
    1. You acknowledge and agree that, as at the date of this Agreement, we do not offer Open Jaw bookings for any international flights operated by the Airlines.
    2. You agree not to make Open Jaw Bookings for such international flights through the API.
    3. We reserve the right to terminate your API connection immediately if you offer Open Jaw Bookings for any international flights.
    4. You acknowledge and agree this clause may be varied in the event that we offer Open Jaw Bookings for international flights.
  8. Itinerary
    1. Without limiting your obligations under this Agreement, you agree to issue each Guest an itinerary which contains the same information as that contained on an itinerary issued by the Airline, which you receive through the API.  We reserve the right to change this information at any time without notice.  You acknowledge and agree that it is your responsibility to ensure that the details appearing on the Guest’s itinerary are current as at the date you issue the itinerary to the Guest.
    2. You must not alter the text appearing on the Guest’s itinerary, but may add additional relevant information to the itinerary, including your name, logo and contact details. 
    3. The itinerary which you issue under clause 8.1 must contain either:
      1. Our ABN or GST number as the supplier, without your ABN or GST number; or
      2. Your ABN or GST number as the issuer, without our ABN or GST number.
  9. SSRs
    1. You agree that only bookings for the SSR Codes set out in the API  Developers Guide may be made through the API, and that all other SSR bookings must be made through the Guest Contact Centre.
    2. You agree to advise all Guests that SSR bookings  must be made through the Guest Contact Centre. 
    3. You agree to tell all Guests about the SSR codes and the conditions of travel attached to those SSR codes (which are displayed at the bottom of the flight selection page on our Website) to all Guests during the booking process.  If a Guest makes a booking with an SSR code, you must ensure that the relevant information attaching to that SSR code appears on the Guest’s itinerary.
    4. If you are not certain whether a Guest should travel under an SSR code, or are making a booking for a Guest who refuses to travel under an SSR code but who you, acting reasonably, believe should be booked under an SSR code, you must call the Guest Contact Centre to make the booking or clarify the Guest’s circumstances. 
    5. We accept no liability in situations where travel is denied because a Guest was not booked under a SSR code in circumstances where you, acting reasonably, should have booked them under that code or called the Guest Contact Centre.
    6. We reserve the right to change our SSR codes at any time without prior notice. You agree to ensure your version of the SSR codes and text is kept up to date at all times.
  10. Passenger Types
    1. You must tell all Guests, and must use all reasonable endeavours to ensure that adult fares are booked for persons 12 years of age or older (as at the date of flying), child fares are booked for persons 2 – 11 years of age (inclusive) (as at the date of flying), and infant fares are booked for persons less than 2 years of age (as at the date of flying).  You must advise Guests that infants must travel with a parent or guardian who is at least 15 years of age, and cannot purchase a seat.
    2. If a child turns 12 years of age after the forward journey but before the return journey, the flights need to be booked as two one way trips indicating the correct age as at the time of actual travel. In this case, the forward journey would be booked as a child and the return journey would be booked as an adult.
    3. If a child turns 2 years of age after the forward journey but before the return journey, the flights need to be booked as two one way trips indicating the correct age as at the time of actual travel. In this case, the forward journey would be booked as an infant and the return journey would be booked as a child.
    4. You agree to explain to Guests the age restrictions for child, adult and infant fares. 
  11. System Upgrades and Modifications
    1. You acknowledge that we and the Provider will need to perform maintenance and upgrades on the API from time to time. 
    2. You acknowledge that it is the Provider’s responsibility to notify you of scheduled outages.
    3. You acknowledge and agree that in unforeseen circumstances the API will not be functional.  We accept no liability whatsoever for any loss caused by API outages.
    4. We reserve the right to enhance, modify or change the API at any time.
  12. Intellectual Property
    1. You acknowledge that the API, our Websites and our booking reservations system (“Virgin Australia Intellectual Property”) are owned or operated by Virgin Australia.
    2. You acknowledge that you will not acquire any intellectual property rights in Virgin Australia Intellectual Property.
    3. You agree not to use, copy, modify, transmit, store, publish, distribute or reverse engineer any material on the Virgin Australia Intellectual Property.
  13. Sales Incentive Payments
    1. You acknowledge that, despite any other provision in the Main Agreement:
      1. you will not earn or be entitled to a Sales Incentive Payment on any bookings made through the API; and
      2. bookings made through the API will not count towards any targets for Sales Incentive Payments to which you may be entitled for bookings made through other booking channels, unless agreed within your Term Sheet.
  14. Book and Hold Feature
    1. Virgin Australia is offering to Providers and Agents the “Book and Hold” feature through its API.  Agents should validate with the Virgin Australia Group which fares types can be placed “on Hold”.
    2. When a booking uses multiple fare classes where one can be placed "On Hold" and the other cannot (e.g. X class outbound and Y class return), the booking cannot be placed "On Hold".
    3. When a booking uses fare classes with different hold times (e.g. X class outbound and Y class return); the hold time for the entire booking is the lesser of the hold times for each class.
    4. Virgin Australia reserves the right to suspend a Provider and/or its Agents’ access to the API and/or charge the Provider and/or its Agent a fee for access where, in the reasonable opinion of Virgin Australia, the Provider and/or the Agent is abusing the Book and Hold feature.  For example, where an Agent makes multiple bookings for one guest with no intention of cancelling surplus bookings, Virgin Australia may suspend the Agent’s access to the API or require the Agent to pay a fee for access to the API.
  15. SSR Codes for API Bookings  are contained within the API Developer’s Guide
  16. Address for Notices

    Virgin Australia Group:
    Virgin Australia Airlines Pty Limited
    Attention: Accounts
    PO Box 1034
    Spring Hill Qld 4004
    Australia
    Tel: 61 7 3295 3000
    Fax: 61 7 3295 9993

Part G – Privacy Acknowledgement

  1. You acknowledge that you have read the Privacy Policies located on our Website and you will treat Personal Information (as defined in the Privacy Policies) provided to you by either us or a Guest in accordance with this Policy as if your were the Airline.
  2. You agree that you:
    1. will take all reasonable steps to ensure that Personal Information held in connection with this Agreement  is protected against misuse and loss or from unauthorised access, unauthorised modification, or unauthorised disclosure at least to the level as prescribed in the Privacy Policies;
    2. will ensure that only authorised personnel will have access to any Personal Information and that personnel will only be authorised for such access on a “need to know basis”, that is, where access to such Personal Information is essential in order for personnel to carry out their respective duties;
    3. will use Personal Information held by you only for the purposes of fulfilling your obligations under this Agreement (and without limiting the generality of the foregoing, you will not disclose any Personal Information for sale or profit or any other benefit).
    4. shall ensure that its personnel (inclusive of staff and contractors) are aware of your obligations under this Agreement (and in particular this clause) and Privacy Policies and where necessary you will provide personnel with adequate training in respect of same;
    5. upon receiving written notice from the Airline,, you must (as soon as possible and in any event within 3 business days), provide the Airline or its agent duly appointed in writing, access to all Personal Information that you hold pertaining to the Airline or this Agreement whether that Personal Information is information provided to you by us, or directly from the customer, employee, supplier, agent or another, and includes any record or opinion generated by you.
  3. Where you use or disclose any Personal Information other than in accordance with this Agreement, without our written authority, you will be in breach of this Agreement. In such circumstances, you will notify the us of your breach as soon as the breach becomes known to you.

 

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