Welcome to Duffel’s Services Agreement & thank you for using our services!
This is a legal agreement between an entity or person (“you”, “your”, “user”, “the Merchant”), and Duffel Technology Limited (“Duffel”, “us”, ”our”, “we”) that governs your use of our applications and other service offerings (collectively the “Duffel Platform”).
By creating a Duffel account and/or using any of the Services, you agree to be bound by the terms of the Agreement.
We are Duffel, a company incorporated and registered in England and Wales with company number 11188295, whose registered office is situated at Level 6, Building 3 Finsbury Avenue, London EC2M 2PA, United Kingdom. Our registered VAT number is GB 308 8210 16. You can contact us by writing to us at firstname.lastname@example.org
Duffel offers technologies and services that enable Merchants, of all sizes, to connect with airlines to search, book & manage flights and any related travel services. You may also select our Duffel Content Services whereby we, or one of our group companies, will act as the licensed travel agent to source, arrange and manage flight orders on your behalf. Where we, or one of our group companies, will act as the licensed travel agent on your behalf, additional terms will apply (see Section D: Duffel Content Services
In the Agreement, references to Duffel/us/our shall be to each relevant group company. In each case, the contract for the provision of flights and any related travel services is between the airline and you, or Duffel, as licensed travel agent on behalf of you or your end customer, being the Traveller. As such, the airline’s Conditions of Carriage will apply to all orders. Please take your time to read and understand these terms & conditions. Duffel can direct you to such Terms and Conditions, where applicable, and may be able to provide copies to you upon request.
Before using our Services, you must register with Duffel and create an account (a “Duffel Account”).
, Acceptable Use Policy and Cookies Policy
, collectively our Terms of Service, form the basis of your agreement with us. Please read these Terms and Conditions
and any Special Terms carefully before you create an account, as they set out your rights and obligations, as well as ours. You may not access or use any Services unless you agree to abide by all of the Terms and Conditions
in the Agreement.
If you are unsure as to which provisions apply in a given case or if you have any further questions, please do get in touch and we will be happy to assist.
Section B: General Terms And Conditions
1. Basis of Agreement and access to Duffel’s Platform
1.1 Only businesses, including sole proprietors and charitable organisations and other entities or persons are eligible to apply for a Duffel Account and use the Services as described in the Agreement.
1.2 Duffel has subsidiaries and affiliated legal entities around the world. Our affiliates and subsidiaries may provide Services to you or your affiliates in other countries or regions outside of the United Kingdom, on behalf of Duffel Technology Limited, and these Terms and Conditions will also govern your relationship with these companies.
1.3 By creating an account and/or otherwise using any of the Services, the User (defined below) agrees to be bound by the terms of the Agreement. At which point and on which date the Agreement shall come into existence (the “Effective Date”).
2. Registration & Activation
2.1 To register for a Duffel account, you or the persons signing up and completing the account activation (your “Representative”) must provide us with certain required information to complete our Know Your Customer (“KYC”) processes.
2.2 You, and/or your representative, warrants and undertakes that all information provided by or on your behalf to Duffel including, without limitation, information provided as part of account activation is complete, accurate and up to date. You acknowledge and accept that such information may be checked and/or verified by Duffel. Until we have reviewed and approved all information requested, your Account will be available to you on a preliminary basis only. You acknowledge that Duffel reserves the right to use third parties to validate any information, howsoever provided during the Account Activation process.
2.3 You acknowledge that Duffel’s ability to provide the Services at the agreed standard is dependent upon your full and timely cooperation, which you agree to provide through the acceptance of these Terms and Conditions, as well as the accuracy and completeness of any information and data which you provide to Duffel.
2.4 You agree to keep the information in your Duffel Account current and agree to provide us with full details of any changes to your business and/or any information previously provided. In particular you agree to notify Duffel in writing of any deterioration of your financial position.
2.5 If any information provided by you or on your behalf to Duffel is incomplete, inaccurate, out of date or has been misrepresented, Duffel reserves the right, without liability to you and prejudice to any other rights we may have, to terminate the Agreement with immediate effect and/or to suspend your access to the Services.
2.6 Duffel will verify your Account and simultaneously with which, grants to you a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit Users to access & use Duffel’s Platform and our Services during the term of the Agreement solely for your business operations with effect from the date of Activation (the “Activation Date”).
3. Limitations & Restricted Activities
3.1 Save where Duffel, will act as the licensed travel agent to source, arrange and manage flight orders on your behalf (in which case the Additional Terms shall apply as described in Section D
below), Duffel shall not operate as your agent and neither party shall be authorised to make or enter into any commitments for and on behalf of the other.
3.2 Through the provision of Travel Services to you, Duffel may impose limits and quotas on your use of the Services as communicated to you from time to time.
3.3 You agree that you, including all Authorised Users, must and will use Duffel Services in a lawful manner & acknowledge that you/they will obey all laws, rules and regulations in the use of our Services and for Orders made through our Platform.
3.4 You may not use any Services to order from, or on behalf of persons or entities in a country embargoed, blocked, or defined by any government, including those on sanction lists identified by the United Kingdom, the European Commission or by the United States Office of Foreign Asset Control (OFAC). You further acknowledge and agree that you will not use your Duffel account and/or the Services for illegal transactions or in connection with illegal activity of any kind.
3.5 You shall not access, store, distribute or transmit any unlawful, harmful, defamatory or obscene material including but not limited to Viruses during the course of your use of Duffel’s Platform or the Services and Duffel reserves the right, without liability or prejudice to its other rights, to disable your access to any material that breaches the provisions of this condition in Section B.3
3.6 You shall not:
except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Agreement:
attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Duffel’s Platform, the Services and/or Documentation (as applicable) in any form or media or by any means; or
attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Duffel’s Platform or the Services; or
access all or any part of Duffel’s Platform, the Services in order to build a product or service which competes with Duffel’s Platform, the Services; and/or
use Duffel’s Platform, the Services and/or Documentation to provide services to third parties, other than those of a travel agent as envisaged by these Terms and Conditions; or
license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make Duffel’s Platform, and/or the Services available to any third party except the Users; or
attempt to obtain, or assist third parties in obtaining, access to Duffel’s Platform and/or, the Services, other than as provided under these Terms and Conditions; or
introduce or permit the introduction of, any Virus or Vulnerability into Duffel's network and information systems.
3.7 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, Duffel’s Platform, the Services and, in the event of any such unauthorised access or use, immediately notify Duffel.
3.8 These Terms and Conditions apply to the Agreement to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
4. Fees, Invoicing & Payment
4.1 Duffel will provide Services to you at the rates and fees as described in our ‘Pricing Page
’, which is incorporated into the Agreement as it relates to the conditions below.
4.2 Duffel shall be entitled to revise our Fees at any time by giving to you thirty (30) days’ notice, or a longer period if required by Law, in writing of any such increase before any fee revision takes effect.
4.3 Duffel shall invoice you on a monthly basis for the fees due as set out in your chosen plan, such invoices shall be due for payment within seven (7) business days.
4.4 If Duffel has not received payment on the due date, and without prejudice to any other rights and remedies of Duffel including, without limitation, those in condition 19: Term & Termination
4.4.1 Duffel may, without liability to you, disable your Access Tokens, Duffel Account, password and access to all or part of the Services and Duffel shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
4.4.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Duffel's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
4.5 Our Fees are exclusive of any applicable Taxes such as value added tax, goods and services tax, sales tax and applicable indirect and transactional taxes (“Taxes”), or other charges which shall be added to your invoice, where appropriate and at the appropriate rate. You are obligated to pay all taxes, fees and other charges imposed by any governmental authority, including any on the Services provided under the Agreement.
4.6 Duffel may at any time, set off any of your liability against any liability of Duffel to you, whether either liability is present or future, liquidated or unliquidated and whether or not either liability arises under the Agreement. If the liabilities to be set off are expressed in different currencies, Duffel may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by Duffel of its rights under this condition shall not limit or affect any other rights or remedies available to us under the Agreement or otherwise.
4.7 In addition to the Fees, you are responsible for any penalties or fines imposed on you by Duffel resulting from your use of our Services in a manner not permitted by the Agreement. You are also responsible for fines imposed on you, or on Duffel when we act on your behalf (as set out in Section D
), by an Airline resulting from your use of our Services in a manner not permitted by an Airline's rules and regulations.
5. Duffel Services & Support
5.1 Subject to you complying with your obligations in the Agreement Duffel shall provide you with our Services for the term of the Agreement.
5.2 You acknowledge that our Services may enable or assist you to access the content of, correspond with, and purchase products and services from, third party Airlines and that you do so solely at your own risk. Duffel makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any Airline or any transactions completed. Your contract for the provision of the flights and any related travel services is with the relevant Airline and its Conditions of Carriage shall apply.
5.3 Your queries or concerns, and/or those of your Customer, the Traveller, regarding orders, changes refunds, and any other issues related to your products, services and business activities should be addressed directly to the Airline in the first instance. If there is any problem during the provision of the Travel Services this must be reported to the Airline immediately. You are solely responsible for providing support to your Customers.
5.4 We will provide you with standard support services during business hours to resolve issues with the use of our Services and your Duffel Account. This support includes resources and documentation that we make available to you through the Duffel Help Centre
, API documentation, and other pages on our website (collectively, “Documentation”). This is the most efficient way to get answers to your questions however if you still have questions after reviewing the articles and Documentation, please contact Duffel Support at email@example.com
5.5 Duffel may assist in addressing any complaints You, and/or the Traveller may have to the Airlines or other Travel Service Provider before, during or after performance of the Travel Services.
Section C: Duffel Technology
6.1 Duffel has built and provides access to our API to allow you & your Authorized Users access to our Services. You may use the API solely as described in the Agreement and in the Documentation made available to you on our website.
6.2 You have access to your Duffel Account via the Dashboard where you can manage your Duffel account preferences & team settings, enable additional features & view your activity on the Platform.
6.3 The Dashboard contains details of Orders, Order history, and other activity on your Duffel Account. You are solely responsible, except as required by Law, for reconciling the information in the Dashboard generated by your use of the Services with your record, and for identifying any errors.
8.1 Content made available to you through the Duffel Platform, the Services, the website and the Documentation may be protected by copyright, trademark, and/or other laws of the United Kingdom or other countries. Duffel confirms that it and/or its licensors have all the rights in relation to this Content.
8.2 You acknowledge and agree that all Intellectual Property Rights for the Content, Duffel’s Platform, the Services or the Documentation are exclusive property of Duffel and/or its licensors. Except as expressly stated herein, the Agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Content, Duffel’s Platform, the Services or the Documentation.
8.3 You may not use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, transmit, or otherwise exploit any Content, accessed through the Duffel Platform except to the extent you are the legal owner of that Content or as expressly permitted in these Terms and Conditions.
8.4 You acknowledge and agree to grant to Duffel a non-exclusive right to use your branding in any promotional material, marketing material or announcement in respect of the Services. Where you do not wish to grant such a right to Duffel you may notify us in writing. All Intellectual Property Rights for the branding licensed under this condition 8.4 shall remain your property.
8.5 Subject to your compliance with these Terms and Conditions, Duffel may grant to you, only where explicitly agreed in advance, a non-exclusive, limited & revocable right to use its branding in any promotional material, marketing material or announcement in respect of the Services.
Section D: Duffel Content Services
9. Agency Appointment & Regulation
9.1 When using Duffel Content Services, Duffel will act as the licensed travel agent on your behalf, the following additional Terms and Conditions shall apply.
9.2 You hereby appoint Duffel to act as your agent for the purposes of sourcing, placing, arranging, settling or otherwise facilitating the provision of the flights and any related Travel Services, the Orders, from the Airlines.
9.3 Duffel Technology (UK)1
operates under a under a disclosed agency arrangement which as per UK VAT legislation2
and HMRC guidance confirms that the Tour Operators Margin Scheme (“TOMS”) does not apply to any travel services arranged. Both parties to the Agreement agree and acknowledge that Duffel is neither a ‘principal’ nor an ‘undisclosed agent’ for the purposes of TOMS and that TOMS does not apply to the provision of the Duffel Content Services.
9.4 The flights and any related Travel Services sourced and/or arranged by Duffel as agent for your benefit and at your instruction are exempt from the scope of the the ATOL Regulations3
10. Contract for Flights & Related Travel Services
10.1 When creating Orders, or otherwise providing Content Services, Duffel will be acting as your agent and the relevant Airline shall be responsible for providing the Travel Services to your Customer, the Traveller.
10.2 Duffel shall not be responsible for any default, defect, delay or failure in any supply of the Travel Services by any Airline or for any losses suffered or incurred by you or any Traveller (directly or indirectly) as a result of any act or omission of the Airline.
11.1 Through the provision of Duffel Content Services and by virtue of Duffel’s obligations to the Airline when acting as the licensed agent, Duffel is liable to settle all funds for Travel Services created within your Account. The use of Duffel Content Services is dependent on you having sufficient funds within your Duffel Wallet to cover the costs of Orders (“Recharge Fees”) made on the Duffel Platform.
11.2 The balance update of your Wallet after you have initiated a top-up is subject to normal bank processing timelines.
11.3 In case the amount of the top-up or deposit is not sufficient for the payment of the Order(s) (e.g. payment for the Flights) Duffel reserves the right to reject such requests.
11.4 Duffel shall pay all Recharge Fees to the Airline by automatically deducting such sums from the Wallet’s balance, in accordance with the Airline’s Conditions of Carriage, or other payment terms.
11.5 Duffel may offer the ability to have funds deposited, tracked & settled in your Wallet in the currency selected on Sign-Up, the “Settlement Currency”. To facilitate this, offers for Travel Services will be presented to you in this currency. Duffel manages currency conversion within the API and we will identify, at the time of the Order, the conversion rate that will apply to each Order. If an Order is cancelled or refunded, the conversion rate that will apply will be the original rate as at the Order date.
11.6 Duffel reserves the right to include a transaction fee for currency conversion services to ensure that we limit to the greatest extent possible the financial risk associated with foreign exchange transactions.
11.7 If at any time while using the Services, you become aware that your Duffel Wallet, the Deposit history, or any other activity in your Duffel Account, viewable at all times through the Duffel Dashboard, is incorrect you should inform Duffel immediately. Duffel cannot accept any liability for any damage or loss caused by your failure to inform us of any suspected errors or inconsistencies in relation to your Duffel Account.
11.8 If no Deposits are paid into a Duffel Wallet and no Orders are placed using the Duffel Wallet for a period of time which, in Duffel’s reasonable opinion, suggests that you no longer wish to make use of the Services then the Duffel Wallet shall be treated as a Dormant Wallet, and any Deposits paid into the Wallet shall revert to Duffel.
11.9 On termination of the Agreement, for any reason, subject to the fact you have paid to Duffel all outstanding unpaid invoices and interest for Duffel Service Fees, Duffel shall repay any cash balance in the Wallet, less any bank or transfer charges or fees.
12.1 Duffel may charge additional Service Fees (“Content Fees”) for the provision of our Duffel Content Services. The rates and details of such fees are set out in our ‘Pricing Page’
. If you have any questions about which fees apply to which services please contact us.
12.2 All conditions, as set out in Section B Condition 4
, for Duffel Services Fees relating to price changes, invoicing & settlement, are attributable to these Content Fees.
12.3 In addition to Condition 4.6 Liability Set-Off
, Duffel may set off any Service or Content Fees against the funds which you have deposited in your Wallet if it is deemed necessary and other invoice settlement processes have been exhausted.
13. Changes or Cancellations
13.1 Changes to or Cancellation of Orders initiated by You
13.1.1 The ability to amend or cancel orders can be managed within your Duffel Account. If you encounter difficulties or have questions, please contact Duffel support who will be happy to advise you via firstname.lastname@example.org
. Cancellations can only be accepted in accordance with the Conditions of Carriage of the Airline, who may charge a cancellation or amendment charge showing in their Conditions of Carriage. All price adjustments & charges imposed by the Airline will be deducted from your Duffel balance in your Wallet.
13.2 Changes or Cancellation to Orders by the Airline
13.2.1 Duffel shall inform you of any changes or cancellations made to an Order by the Airline as soon as reasonably possible after Duffel becomes aware of such. As an agent, Duffel accepts no liability for any changes or cancellations made to any Order by the Airline however we shall do our best to support you in any way to resolve these changes or cancellations.
13.2.2 If, as part of any such amended or cancelled Order, the Airline offers alternative arrangements or a refund, you must let Duffel know whether you wish to accept the alternative arrangements within the time frame stipulated by the relevant Airline.
Section E: Data Management, Privacy & Security Processes
Duffel places a high value on data security; we respect data privacy and are committed to protecting all personal data.
14.1 Each party may be given access to Confidential Information (see definitions) from the other party in order to perform its obligations, each party shall hold the other's Confidential Information in confidence and not make it available to any third party, or use it for any purpose other than the implementation of the Agreement.
14.2 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed, or distributed by its employees or agents in violation of the Agreement.
14.3 A party may disclose Confidential Information to the extent it is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible. Where notice of disclosure is not prohibited and is given, each party takes into account the reasonable requests of the other party in relation to the content of such disclosure.
14.4 You acknowledge that Duffel’s Platform, the details of the Services, and the results of any performance tests of the Services, constitute Duffel's Confidential Information.
14.5 No party shall make, or permit any person to make, any public announcement concerning the Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
14.6 The above provisions of this condition shall survive termination of the Agreement, however arising.
16.1 You shall own all right, title and interest in and to all of your Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Data.
16.2 The parties acknowledge that:
16.2.1 save where you select our Duffel Content Services, in which case the provisions of clauses 16.8 to 16.11 (inclusive) shall apply, if Duffel processes any passenger personal data on your behalf when performing its obligations under the Agreement, you are the controller and Duffel is the processor for the purposes of the Data Protection Legislation;
16.2.3 the personal data may be transferred or stored outside the EEA or the country where you are located in order to carry out the Services and Duffel's other obligations under the Agreement.
16.3 Without prejudice to the generality of condition 16.2, you shall ensure that you have all appropriate consents and notices in place to enable lawful transfer of the personal data to Duffel for the duration and purposes of the Agreement, so that Duffel may lawfully use, process and transfer the personal data on your behalf.
16.4 Without prejudice to the generality of condition 16.2 Duffel shall, in relation to any personal data processed in connection with the performance by Duffel of its obligations under the Agreement:
16.4.1 process personal data as required to carry out our Services and as per any instructions you share with us unless Duffel is required by the laws of any member of the European Union or by the laws of the European Union applicable to Duffel and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws).
16.4.2 Where Duffel is relying on Applicable Laws as the basis for processing personal data, Duffel shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Duffel from such notification;
16.4.3 not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
i) you or Duffel has provided appropriate safeguards in relation to the transfer;
ii) the data subject has enforceable rights and effective legal remedies;
iii) Duffel complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
iv) Duffel complies with reasonable instructions notified to us in advance by you with respect to the processing of the personal data.
16.4.4 assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
16.4.5 notify you without undue delay on becoming aware of a personal data breach;
16.4.6 at your written direction, delete or return personal data and copies thereof to you on termination of the Agreement and/or completion of our respective obligations under the Agreement unless required by Applicable Law to store the personal data (and for these purposes the term "delete" shall mean to put such data beyond use); and
16.4.7 maintain complete and accurate records and information to demonstrate its compliance with this Section and immediately inform you if, in the opinion of Duffel, an instruction infringes the Data Protection Legislation.
16.5 Each party shall ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
16.6 You accept that the Airlines are independent data controllers in relation to any personal data and are not Sub-Processors of Duffel. As such, Duffel is not liable for the acts, omissions or failures of any such Airline.
16.7 You consent to Duffel appointing third-party processors (“the Sub-Processors”) of personal data under the Agreement. Those Sub-Processors approved as at the date of this Agreement are as set out in the Data Processing Addendum. Duffel confirms that:
i) it has entered or (as the case may be) shall enter with the Sub-Processors into a written agreement incorporating terms which are substantially similar to those set out in this condition;
ii) Duffel will update our DPA to reflect any changes or additions to our List of Sub-Processors. You may reasonably object to the appointment of a new Sub-Processor within two (2) working days of the date of this Agreement or, Duffel providing you with details, as applicable. You acknowledge that an objection may result in us being unable to offer our Services, where such Sub-Processors are essential to the provision of our Services;
iii) Duffel confirms such terms reflect and shall continue to reflect the requirements of the Data Protection Legislation. As between you and Duffel, Duffel shall remain fully liable for all acts or omissions of any Sub-Processors appointed by it pursuant to this Section.
16.8 Shared Personal Data. Clauses 16.8 to 16.11 (inclusive) set out the framework for the sharing of personal data between the parties as controllers, where you select our Duffel Content Services. Each party acknowledges that they will regularly disclose to Duffel Shared Personal Data collected by you for the Agreed Purposes.
16.9 Effect of Non-Compliance with UK Data Protection Legislation. Each party shall comply with all the obligations imposed on a controller under the UK Data Protection Legislation, and any material breach of the UK Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this Agreement with immediate effect.
16.10 Particular obligations relating to data sharing. Each party shall, as appropriate:
16.10.1 ensure that you have all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes; and
16.10.2 give full information to any data subject whose personal data may be processed under this Agreement of the nature such processing. This includes giving notice that, on the termination of this Agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
16.10.3 process the Shared Personal Data only for the Agreed Purposes;
16.10.4 not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
16.10.5 ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this Agreement;
16.10.6 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
16.10.7 not transfer any personal data received from you outside the UK or EEA unless the transferor:
188.8.131.52 complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and
184.108.40.206 ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 of the GDPR; or (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) Binding corporate rules are in place or (iv) one of the derogations for specific situations in 60 Article 49 GDPR applies to the transfer.
16.11 Mutual Assistance. Each party shall assist the other in complying with all applicable requirements of the UK Data Protection Legislation. In particular, each party shall:
16.11.1 consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
16.11.2 promptly inform the other party about the receipt of any data subject access request;
16.11.3 provide the other party with reasonable assistance in complying with any data subject access request;
16.11.4 not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;
16.11.5 assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the UK Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;
16.11.6 notify the other party without undue delay on becoming aware of any breach of the UK Data Protection Legislation;
16.11.7 at your written direction Duffel shall delete or return Shared Personal Data on termination of this Agreement and completion of the obligations under the Agreement unless required by law to store the personal data;
16.11.8 use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
16.11.9 maintain complete and accurate records and information to demonstrate its compliance with clauses 16.8 to 16.11 (inclusive); and
16.11.10 provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the UK Data Protection Legislation, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the UK Data Protection Legislation.
16.13 Both parties shall comply with all applicable requirements of the Data Protection Legislation. This Section is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
16.14 Duffel may, at any time but not without reasonable notice, revise this Section by replacing it with any applicable controller to processor standard conditions or similar terms forming part of an applicable certification scheme (which shall apply when replaced by an update to these Terms and Conditions).
Section F: Additional Provisions
17.1 You shall defend and indemnify Duffel (including our Affiliates, and each of their respective directors, officers, employees, agents, and representatives) from and against all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation to court costs and reasonable legal fees) arising out of or in connection with: (i) your use of Duffel’s Platform, the Services and/or Documentation; and/or (ii) any breach by you or your employees or agents of the UK Data Protection Legislation, provided that:
you are given prompt notice of any such claim;
Duffel provides you with reasonable co-operation in the defence and settlement of such claim, at your expense; and
You are given sole authority to defend or settle the claim.
18. Limitation of Liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION.
18.1 Duffel’s Platform, the Services and the Documentation are provided to you on an "as is" basis. Except as expressly and specifically provided in the Agreement:
18.1.1 You assume sole responsibility for results obtained from the use of Duffel’s Platform, the Services and the Documentation, and for conclusions drawn from such use.
18.1.2 Duffel shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Duffel in connection with the Services, or any actions taken by Duffel at your direction.
18.1.3 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement.
18.2 Nothing in the Agreement excludes the liability of Duffel for death or personal injury caused by Duffel's negligence; or for fraud or fraudulent misrepresentation.
18.3 Subject to conditions 18.1
18.3.1 Duffel shall not be liable whether in tort (including for negligence or breach of statutory duty), contract (including under any indemnity), misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Agreement; and
18.3.2 Duffel's total aggregate liability in contract (including under any indemnities), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the total Service Fees and any Booking Fees paid by you to Duffel during the twelve (12) months immediately preceding the date on which the claim arose.
18.3.3 Duffel accepts no responsibility for any information about the flights and any related travel services that it passes on to you in good faith. Duffel accepts no responsibility for the actual provision of the flights or any related travel services or for the insolvency of the Airline.
18.4 You agree that you are responsible for any loss or damage to any physical property belonging to Duffel or any Airline caused by the acts or omissions of the Users or the Traveller. You agree to reimburse Duffel, or where appropriate the Airline, for the monetary value of any such loss or damage.
19.1 The Agreement shall commence on the Effective Date and shall continue until terminated by either Party, providing at least thirty (30) calendar days’ written notice to the other Party, or is otherwise terminated in accordance with these Terms and Conditions.
19.2 Duffel may terminate and/or suspend the Services with immediate effect by giving written notice:
19.2.1 if you commit a material breach of any term of the Agreement which is irremediable or (if such breach is remediable) you fail to remedy that breach within a period of seven (7) days after being notified in writing to do so;
19.2.2 upon the occurrence of an Insolvency Event;
19.2.3 if any Authorised User uses the Services in any manner in which Duffel, acting reasonably, believes may adversely impact another person’s use of the Services.
19.3 On termination of the Agreement for any reason:
19.3.1 all licences granted shall immediately terminate and you shall immediately cease all use of Duffel’s Platform and Services;
19.3.2 Duffel may immediately suspend or terminate access to your Duffel Account;
19.3.3 all outstanding unpaid invoices and interest become immediately payable. In respect of the Services supplied but for which no invoice has been submitted, Duffel can submit an invoice, which shall be payable immediately on receipt;
19.3.4 Duffel may destroy or otherwise dispose of any your Data in its possession, unless Duffel receives, no later than ten (10) days after the effective date of the termination of the Agreement, a written request for the delivery of the then most recent back-up of your Data. Duffel shall use reasonable commercial endeavours to deliver the back-up to you within thirty (30) days of its receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by Duffel in returning or disposing of your Data;
19.3.5 Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
20.1 Duffel shall have no liability to you under the Agreement if it is prevented from or delayed in performing its obligations, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation: strikes, lock-outs or other industrial disputes (whether involving the Duffel workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, epidemics or pandemics (including the ongoing effects of Covid-19), war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
21.1 Save as otherwise set out in the Agreement (for example in Special Terms), Duffel shall have the ability to update, remove or add to the terms of the Agreement at any time and such changes shall deem to take effect from the date such update is made. We will provide you with Notice of any such changes via electronic means (via email, the Dashboard etc.). For existing users, your continued use of our Services after a change has been made will constitute your acceptance of such changes.
22.1 No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver or any other right or remedy, nor shall it prevent or restrict the further exercise of any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of any other right or remedy.
23.1 Except as expressly provided in the Agreement, the rights and remedies provided are in addition to, and not exclusive of, any rights or remedies provided by law.
24.1 If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.
24.2 If any provision or part-provision of the Agreement is deemed deleted under condition 24.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
25.1 The Agreement and all policies and procedures that are referenced constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
25.2 Each party acknowledges that in entering into the Agreement, it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that are not set out in the Agreement.
25.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or misstatement based on any statement in the Agreement.
25.4 Nothing in this condition shall limit or exclude any liability for fraud.
25.5 The most current version of the Agreement is and will continue to be available on our Website.
26.1 You shall not, without the prior written consent of Duffel, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
26.2 Duffel may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
27.1 Nothing in the Agreement is intended to or shall operate to create a partnership unless expressly agreed between the parties.
28.1 The Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assignees) pursuant to the Contracts (Rights of Third Parties) Act 1999 .
29.1 By registering for a Duffel Account, you agree that such registration constitutes your electronic signature. You also agree that your electronic consent will have the same legal effect as a physical signature.
29.2 Any notice regarding the Services, required to be given under the Agreement or those required by Law shall be provided to you through our website, via your Duffel Account or by mailing such Notices to the email or physical address provided to us in your Duffel Account. We will consider a Notice to have been received by you within 24 hours of the time a Notice is either posted to our website or emailed to you.
30. Governing Law & Jurisdiction
30.1 The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the law of England and Wales.
30.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).
Appendix 1: Obligations of those party to the Agreement
Duffel undertakes that during the term of the Agreement the Services shall be performed substantially, and to the greatest extent possible, in accordance with these Terms and Conditions. Such Services shall be performed with reasonable skill and care.
The undertaking in the condition above shall not apply to the extent of any non-conformance which is caused by use of Duffel’s Platform or the Services by a Merchant contrary to Duffel's instructions, or modification or alteration of Duffel’s Platform or the Services by any party other than Duffel or its duly authorised contractors or agents.
Duffel does not warrant that your use of our Platform or the Services shall be uninterrupted, or error-free or free from vulnerabilities; or that the information you obtain through the Services shall meet your requirements; or Duffel’s Platform or the Services shall comply with any Heightened Cybersecurity Requirements; and Duffel is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that Duffel’s Platform and the Services may be subject to limitations, delays and other problems inherent in the use of such facilities.
This Services Agreement shall not prevent Duffel from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms and Conditions.
Duffel warrants that it has and shall maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms and Conditions.
You acknowledge that Duffel’s ability to provide the Services at the agreed standard is dependent upon your full and timely cooperation, as well as the accuracy and completeness of any information and data which you provide to Duffel.
Accordingly, you shall provide Duffel with all necessary access to such information as may be required by Duffel from time to time in order to provide the Services, including but not limited to your Data, identity, ownership and financial information and security access information.
You shall carry out all your responsibilities as set out in the Agreement in a timely and efficient manner. In the event of any delays in your provision of such assistance, Duffel may adjust any agreed timetable or delivery schedule as reasonably necessary.
You shall ensure, to the best of your ability, the appropriate use of Duffel’s Platform and shall be responsible for all Users breach of the Agreement.
You shall obtain and maintain all necessary licences, consents, accreditations and permissions necessary for Duffel, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services and in order to contract with the Airlines for the provision of the flights and any related Travel Services.
You shall ensure that your network and systems comply with the relevant specifications provided by Duffel from time to time
In performing your obligations under the Agreement, you also shall comply with Duffel Policies and the Documentation.
Appendix 2 (a): General Definitions
Access Token: the secure credentials, such as their username and password of each User, which provides them with access to Duffel’s Platform via your Duffel Account.
Account Activation: refers to the steps to be completed by you from the moment you Sign-Up to Duffel’s API, until you are activated within Duffel’s live production environment.
Activation Date: refers to the date with which your Duffel Account is activated and Duffel Services are available to you in the live production environment (access tokens, live search, order creation etc.)
the additional terms set out in Section D
, which will apply only where Duffel will act as a licensed agent on your behalf to source, arrange and manage flight and any related travel services under Duffel Content Services mode.
[Services] Agreement: The agreement between you and Duffel in relation to the use of Duffel’s Platform and the supply by Duffel of the Services in accordance with these Terms and Conditions, the Data Processing Addendum and any Special Terms.
Airline(s): the airline(s) who have integrated with Duffel’s Platform to enable Users and/or Duffel to place Orders and who shall provide those flights and any related travel services to Travellers.
Authorised Users ("Users"): your employees, agents and independent contractors who form part of your organisation or part of the organisation of a Company within your Group and who are authorised by you to access your Account and use the Services.
Confidential Information: technical or proprietary information and any information disclosed, or being disclosed in the future, by Duffel to the User related to the provision or use of the Service that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
Confidential Information shall not be deemed to include information that:
is or becomes publicly known other than through any act or omission of the receiving party;
was in the other party's lawful possession before the disclosure;
is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
is independently developed by the receiving party, which independent development can be shown by written evidence.
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Data Processing Addendum: an Addendum to the Agreement, which lists all third-party sub-processors appointed by Duffel to process your Data and which sets out the scope, nature and purpose of processing by Duffel, the duration of the processing, the types of personal data and categories of data subject.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union or other national legislation relating to personal data and all other legislation and regulatory requirements in force from time to time, which apply to Duffel and/or the Travel Seller relating to the use of personal data (including, without limitation, the privacy of electronic communications).
Duffel Account: the account established by you, which gives you and your Users access to and use of Duffel’s Platform and the Services in accordance with the Agreement.
Duffel Dashboard: your online profile which gives each User, depending upon the type of User, the ability to generate Access Tokens, create User accounts, place/amend, cancel or otherwise manage Orders and/or view the activities of all Users and all Orders.
Duffel Policies: the Duffel business policies and/or any policies of the Airline (if any) made available to you by Duffel online via your Duffel Dashboard or any other web address notified to you from time to time, as amended and/or updated from time to time.
shall have the meaning described in condition 1.3
Group: any subsidiary or holding company of the Duffel Group or any subsidiary or holding companies to which your organisation belongs.
Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to the Travel Seller (but not Duffel) relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.
Intellectual Property Rights: any and all intellectual property rights of any nature anywhere in the world, whether registered, registrable or otherwise, including patents, utility models, trademarks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, know-how and any other intellectual property rights which subsist in computer software, computer programs, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures and particulars of customers, marketing methods and procedures and advertising literature, including the ‘look and feel’ of any websites.
Insolvency Event: (i) the Merchant, suspends, or threatens to suspend, its business or payment of its debts, or is unable to pay its debts as they fall due; or (ii) the Merchant commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts; or (iii) steps are taken by the Merchant or a third party, towards its winding up or the appointment of an administrator; or any event occurs, or proceeding is taken, with respect to the Merchant in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned herein.
Live Environment: the environment each User has access to following account activation and API integration where actual orders can be made/changed.
Order: each order placed with an Airline by a User using Duffel’s Platform.
Organisation: the legal entity or sole proprietorship with which you sign-up for a Duffel Account during the Activation process.
Representative: Any person, employee, agent or contractor, you authorize to submit information on your behalf to Duffel.
Sandbox Environment: the test environment each User has access to prior to account activation, where a User can create Access Tokens, test the Duffel Platform and build the integration between your platform and Duffel’s Platform.
Services: the provision by Duffel of access to Duffel’s Platform to allow you to search, book and manage flights and any related travel services in accordance with the Agreement, as more particularly described in the Documentation.
Service Fees: the “Fees” associated within all Services, payable by you to Duffel, for the access to Duffel’s Platform and the Services, as set out in the Pricing Page or in any Special Terms.
Special Terms: the special terms (if any) agreed between you and Duffel that apply in addition to the Terms and Conditions in the Agreement.
Terms and Conditions:
these terms within the Agreement, as amended from time to time in accordance with condition 29
Traveller: the customer of the Travel Seller for whom the Travel Seller and/or Duffel on behalf of the Travel Seller arranges, in their capacity as a licensed agent, flights and any related travel services.
Travel Seller: the Merchant or person who purchases the Services from Duffel.
Travel Services: the flights and other travel services (including associated services) to be provided by the Airlines and/or other Travel Service Provider to the Merchant.
Travel Service Provider: those third party travel service providers from time to time, who have integrated with Duffel’s Technology Platform to enable Merchants and/or Duffel to place Orders for travel services and who shall provide those travel services to the Merchant's customers.
Support Services Policy:
Duffel's policy for providing support in relation to the Services as made available at https://help.duffel.com
or such other website address and as may be amended and/or updated by Duffel from time to time.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426), as amended.
VAT: value added tax or any equivalent charge in the UK or elsewhere.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things, or devices.
Vulnerability: a weakness in the computational logic (for example, code or architecture of the system) found in software and hardware components that when exploited, results in a negative impact to confidentiality, integrity, or availability.
Appendix 2 (b): Additional Definitions
Agreed Purposes: Personal data provided by you to Duffel is for the purpose of creating & managing orders and their corresponding payment to the airlines. These services are agreed between parties as the purpose for which such data is collected & held by Duffel.
Duffel Content Services: In addition to the general “Services” as defined above, with the additional service of Duffel or one of our group companies, acting as the licensed agent, the provision of agency services, under Duffel’s associated accreditations, to source, arrange and manage Orders on your behalf.
Deposit: the amount at which you will be required to pay into your Duffel Wallet before you can make live Orders.
Duffel Wallet: Your online account, displayed in your Duffel Account, which your Duffel Balance and transaction history information is available.
Duffel Balance: shall mean the balance of your account with Duffel including your deposit, top-ups, orders, cancellation & adjustments as shown in your Wallet.
Permitted Recipients: the parties to this agreement, the employees, subcontractors & the representatives of each party, any third parties engaged to perform obligations in connection with this Agreement.
Recharge Fees: in relation to Duffel Content Services, all fees payable to the Airlines and other Travel Service Providers by Duffel, on behalf of the Travel Seller, for the Travel Services.
Shared Personal Data:
refers to the personal data to be shared between the parties under clauses 16.8 to 16.11
(inclusive) of this Agreement. Shared Personal Data shall be confined to certain categories of information relevant to the provision of our Services.
Tour Operator Margin Scheme (“TOMS”): a VAT simplification measure designed for businesses that buy in and resell travel, accommodation and certain other services as a principal or undisclosed agent.
You agree and acknowledge that Duffel and its group entities may be retained as sub-processors.
Duffel may at any point change the list of sub-processors, as long as it retains the same data protection guarantees as described in our Services Agreement.
Duffel will keep the list of sub-processors below up-to-date and available online.
List of current sub-processors
Google Ireland Limited
Customer data and customers' customer data + PII
Processing and Storage (Cloud Service Provider)
Sentry (Functional Software, Inc.)
Customer data and customers' customer data + PII
Error reporting and Application monitoring (including IP addresses)
Customer analytics data
Customer analytics data
Customer analytics data
Customer analytics data and customer's customer data + PII
Customer email and name
Customer Support Ticketing
MailChimp (The Rocket Science Group)
Customer organisation name and credit card details
Slack Technologies, Inc.
Customer data and customers' customer data + PII
Customer Support Communications
Mailgun Technologies, Inc.
Customer email and name, potentially sensitive data
Transactional emails e.g. Password reset
Duffel works to meet the requirements laid out in GDPR across all personal information we collect.
We will also try to meet any local requirements our customers may have.
Duffel will only transfer personal data outside of the European Economic Area or the UK as strictly necessary to provide its services. We will ensure safeguards are in place to protect personal data per any laws applicable to said data.
Processing, Personal Data & Data Subjects
The scope of the Agreement and the processing of Personal Data carried out by Duffel under it shall be to provide you with the Services.
Nature and Purpose
Duffel shall process Personal Data for the purposes of assisting you to enter into contracts with Airlines for the provision of flights;
Duffel shall further process Personal Data to provide the Services and other forms of information and reports as per the terms of the Agreement.
Duration of the Processing
Duffel shall process Personal Data on your behalf until the later of:
The termination of the Agreement; or
The expiry of all of Duffel’s obligations under the Agreement that require Duffel to process Personal Data on your behalf.
Types of Personal Data
Duffel shall process the following types of Personal Data on your behalf:
Passenger details including:
Date of Birth
Passport Issuance Number
Passport Issuing Country
Passport expiry date
Contact email address
Loyalty Programme Information
Categories of Data Subject
Duffel shall process Personal Data on your behalf in relation to the following categories of Data Subject: