Contracts

Sample master services agreement

The terms we propose for a corporate travel program, written to be read. Your order form sets the plan, fees and start date.

1. Parties and structure

This agreement is between silentVIP LLC ("silentVIP", "we") and the company named in the order form ("the client", "you").
It is made up of this agreement, the order form, the service levels at /legal/sla and the data processing addendum at /legal/dpa. If they conflict, the order form wins, then the data processing addendum, then this agreement, then the service levels.

We provide a managed corporate travel program: access to the client portal, booking and servicing of travel by our travel team, policy and approval controls, billing and reporting, and traveler support, as described in the order form.
Travel itself (flights, hotels, rail, car rental) is provided by the airlines, hotels and other suppliers on their own terms. We act as your agent in booking it and are not the supplier.
We don't issue a ticket or make a non-refundable booking until it is in policy or approved under your approval rules, or a person authorized by you has confirmed it.

Keep the people with portal access, their roles and your travel policy up to date, and disable access for people who leave.
Make sure travelers' details are accurate and that travelers hold the documents (passports, visas, health requirements) their trips need.
Use the portal only for your company's travel and in line with the acceptable use rules in our terms.

You pay the fees in the order form. Travel costs (fares, room rates, taxes) are charged at cost, separately from our fees, and we take no commissions from suppliers.
Fees are invoiced monthly in arrears, per legal entity if you have several. Invoices are due within 30 days of the invoice date.
Fees may change at renewal, with at least 60 days' written notice.
Supplier refunds are passed to you when we receive them, and unused ticket credits remain yours, subject to the supplier's rules.

We meet the response commitments set out in the service levels: urgent help 24 hours a day, 7 days a week, with acknowledgement within 5 minutes and ownership within 15 minutes; options for new trip requests within 4 business hours; and portal availability of 99.5% portal availability in each calendar month, excluding scheduled maintenance announced at least 48 hours ahead.
If we miss them, you receive the service credits in the service levels, capped at 20% of the month's platform fee. Credits are your sole financial remedy for missing a service level, but don't limit your right to end the agreement for repeated failure.

For your company's travel data we act as your processor, under the data processing addendum, which forms part of this agreement.
We keep the security measures described in the addendum and at /trust, and won't materially reduce them during the term.
We'll tell you of a confirmed security incident affecting your data within 72 hours.

Each party keeps the other's confidential information confidential, uses it only for this agreement, and shares it only with people who need it and are bound by similar duties.
These duties last for 3 years after the agreement ends, and for as long as the information remains a trade secret.

We own the portal and our materials. You own your data and your travel policy. You give us a license to use your data only to provide the services.
Reports and exports produced for you are yours to use freely.

We provide the services with reasonable skill and care, by trained staff, and in line with applicable law.
We don't guarantee supplier performance: schedule changes, cancellations and overbookings are the supplier's responsibility, though we'll work to rebook and recover costs for you.

Each party's total liability under this agreement is limited to the fees paid or payable under the agreement in the 12 months before the event giving rise to the claim.
Neither party is liable for indirect or consequential loss, or for lost profits.
These limits don't apply to liability that can't be limited by law, to fraud, or to a party's indemnity obligations, breach of confidentiality, or breach of the data processing addendum, which are subject to a separate cap of twice the amount above.

We'll defend you against third-party claims that the portal infringes their intellectual property, and pay the resulting damages and costs.
You'll defend us against third-party claims arising from information you or your travelers gave us that was inaccurate or that you had no right to share.

We keep the following insurance during the term: Cyber liability: details are provided during procurement; Professional liability (errors and omissions): details are provided during procurement; General liability: details are provided during procurement. Certificates are available on request.

The agreement runs for 12 months from the start date, renewing for further 12-month terms unless either party gives 60 days' notice before the end of a term.
Optional pilot (only if selected on the order form): If the client starts on the pilot, either party may end the agreement on 30 days' written notice given before the pilot ends (day 90), with no early-termination fee. Otherwise the term below applies. During the pilot: A 90-day pilot: the monthly minimum is waived for the first three months, and you can leave at the end of the pilot with no penalty, as set out in the pilot clause of the agreement.
After the first 6 months, either party may end the agreement for convenience on 90 days' written notice.
Either party may end the agreement on written notice if the other materially breaches it and doesn't fix the breach within 30 days, or becomes insolvent.
When the agreement ends, we finish servicing trips already booked unless you ask us to hand them to another provider, and you pay fees up to the end date.

When the agreement ends, we give you an export of your traveler profiles, trips, bookings, invoices, refunds and unused ticket credits, and then delete your data within 30 days after the services end, except records the law requires us to keep (trip and billing records, for 7 years).
Exports are provided within 30 days after the agreement ends. We'll cooperate with your new provider on open bookings, refunds and credits at our project rate if the work goes beyond the export.

This agreement is governed by the laws of the State of New York, and the parties submit to the state and federal courts located in New York County, New York.
Neither party is liable for delays caused by events beyond its reasonable control, but we'll keep supporting travelers affected by such events.
Changes must be in writing and signed by both parties. Neither party may assign the agreement without consent, except to a successor of its business.
Notices go to the addresses in the order form.

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