1. Introduction

1.1 This Agreement outlines the terms and conditions under which the Agent is granted membership within Janine Loves Ltd t/a JLT Group, a company incorporated in England and Wales (No. 12178075). By entering into this Agreement, the Agent agrees to comply with all policies, guidelines, and operational standards outlined by The JLT Group. All client bookings made under the Agent’s membership benefit from 100% financial protection through The JLT Group’s ATOL licence and the PTS Trust, ensuring that client funds are fully safeguarded at all times.

1.2 This Agreement incorporates by reference The JLT Group Code of Conduct (Appendix L), which forms an integral part of this Agreement. The Agent acknowledges that they have read, understood, and agree to be bound by the Code of Conduct.

2. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

“Active Booking” means any booking made by the Agent through The JLT Group’s systems for which: (a) the travel date has not yet occurred; or (b) final payment has not been received from the client in full; or (c) commission settlement has not been processed and paid to the Agent.

“Agent Error” means any error, omission, negligence, or breach of duty by the Agent in the performance of their obligations under this Agreement, including but not limited to booking errors, administrative oversights, provision of incorrect advice to clients, or failure to comply with supplier terms.

“Background IP” means all intellectual property rights owned by a Party prior to entering into this Agreement.

“Booking Processed” means the point at which a booking has been confirmed by the supplier, entered into The JLT Group’s booking system, and initial payment (deposit or full payment) has been received from the client.

“Client” means any individual or entity to whom the Agent provides travel services in the course of their membership with The JLT Group.

“Client Travel” means any booking made by the Agent for a client where the Agent is not a traveller on the booking.

“Confidential Information” means all proprietary, commercial, technical, or financial information disclosed by one Party to the other, including but not limited to supplier details, commission rates, business processes, client data, pricing structures, trade secrets, and The JLT Group’s Code of Conduct.

“Detrimental Pricing” means pricing that falls below the Minimum Margin Standards as defined in Appendix J, or pricing that otherwise causes financial loss or reputational damage to The JLT Group.

“Membership Fee” means the recurring fee payable by the Agent as specified in Appendix A.

“Misconduct” means any breach of this Agreement, violation of applicable laws or regulations, fraudulent activity (including fraudulent chargebacks), or conduct that damages the reputation of The JLT Group.

“Net Rate” means the base supplier cost for travel services with zero markup or margin added by the Agent, excluding only mandatory fees, taxes, and charges that must be passed on to the client by law or supplier requirement.

“Personal Booking” means a booking made by the Agent for their own personal travel where: (a) the Agent is a named traveller on the booking; (b) the booking is for the Agent’s own leisure or business travel purposes; and (c) the booking is not made on behalf of or for the benefit of any client or third party (excluding immediate family members travelling with the Agent).

“PTS Trust” means Protected Trust Services, a financial protection scheme for safeguarding client funds in accordance with the Package Travel and Linked Travel Arrangements Regulations 2018.

“Total Booking Value” means the total gross amount payable by the client for a booking, including all travel services, fees, charges, insurance, and any other components, before any deductions or commission calculations.

3. Membership Terms

3.1 Membership is granted on a non-exclusive, non-transferable basis.

3.2 Membership does not constitute an employment relationship, joint venture, or partnership.

3.3 Membership is subject to periodic review by The JLT Group and may be revoked if the Agent fails to meet required standards or breaches this Agreement or the Code of Conduct.

3.4 The Agent may not assign, transfer, or subcontract their rights or obligations under this Agreement without the prior written consent of The JLT Group.

3.5 By maintaining Membership with The JLT Group, the Agent acknowledges and agrees to comply with the terms outlined in this Agreement and The JLT Group Code of Conduct (Appendix L).

4. Services Provided by JLT

4.1 The Agent is authorised to book holidays and travel services for their clients through The JLT Group’s preferred suppliers.

4.2 All bookings must comply with the terms and conditions set out by the suppliers and The JLT Group.

4.3 The Agent acknowledges that they act as an intermediary and that clients must be informed of the applicable booking terms.

4.4 The Agent is required to adhere to JLT’s service delivery and communication standards to ensure a consistent client experience.

4.5 The JLT Group shall provide the Agent with access to booking systems, training materials, and support services as outlined in this Agreement.

4.6 The JLT Group acts as the “organiser” under the Package Travel and Linked Travel Arrangements Regulations 2018 and provides financial protection through ATOL and PTS Trust for applicable bookings.

5. Agent Responsibilities

5.1 Act professionally, ethically, and in compliance with all applicable laws and regulations.

5.2 Protect and promote the reputation of The JLT Group.

5.3 Provide clients with accurate, transparent, and truthful information.

5.4 Ensure adherence to the Company’s branding and marketing guidelines as outlined in Section 34.

5.5 Keep all Confidential Information confidential in accordance with Section 8.

5.6 Notify the Company promptly of any circumstances affecting Membership obligations.

5.7 Comply with all regulatory requirements, including but not limited to the Package Travel and Linked Travel Arrangements Regulations 2018, ATOL regulations, GDPR, and applicable financial crime legislation.

5.8 Maintain accurate and complete records of all client transactions and bookings as specified in Section 38.

5.9 Comply with all provisions of The JLT Group Code of Conduct (Appendix L).

5.10 Ensure that all client funds are handled in strict accordance with PTS Trust requirements as detailed in Section 48 and Appendix I.

5.11 Maintain up-to-date and accurate client contact information in The JLT Group’s booking system as specified in Section 46 and Appendix K.

5.12 Adhere to all pricing and margin controls as specified in Section 43 and Appendix J.

5.13 Comply with all invoice and documentation standards as specified in Section 45.

6. Fees, Payments, and Adding Team Members

6.1 Joining Fee: The Agent must pay a one-time, non-refundable joining fee as specified in Appendix A.

6.2 Membership Fees: Membership fees are payable every 30 days as follows:
– Business Class Membership: £87 every 30 days.
– First Class Membership: £127 every 30 days.

6.3 Adding Team Members: At the sole discretion of The JLT Group, the Agent may add team members to their membership.
– Duo and Trio Accounts:
– A non-refundable fee of £150 per additional agent applies.
– The Agent’s membership fee will increase by 47% for each added member.
– The Agent retains full responsibility for the conduct, compliance, and actions of any additional agents added to their membership and accepts full liability for them.

6.4 Late Payments: Failure to make payments on time may result in an administrative fee of £25. This fee shall apply for each attempt made by The JLT Group to recover missed membership fees. Additionally, the administrative fee will be applied to any costs or fees incurred by The JLT Group due to actions or omissions by the Agent, including but not limited to processing delays, penalties, or other liabilities.

6.5 Refund Policy: All fees are non-refundable except under exceptional circumstances, at the sole discretion of The JLT Group. The non-refundable nature of fees shall not apply in circumstances where the cancellation or termination is the result of the Company failing to deliver on agreed services, as mandated by the Consumer Rights Act 2015.

6.6 Membership Fee Adjustments: Membership fees are subject to annual review and may be adjusted based on inflation or operational requirements, in accordance with Section 25.

6.7 Cancellation Policy: The business reserves the right to charge the final month of the membership fee upon receipt of cancellation.

6.8 Booking Fees and Insurance Requirements: In accordance with UK law, travel agents must add specified booking fees and applicable insurances to each booking transaction. Agents may incorporate these fees into the final client quotation so that they are absorbed within the total balance.

6.9 Credit and Debit Card Fees: Agents are responsible for covering all credit and debit card processing fees associated with incoming payments via the designated merchant processor. Agents may pass these costs onto the Client.

6.10 Bank and PTS Charges: All bookings, including Personal Bookings, must have all applicable bank-related charges and PTS Trust charges covered in full. These charges must not be absorbed by The JLT Group and must be included in the client’s total payment or paid by the Agent for Personal Bookings.

6.11 Training and Compliance:
– Agents must complete and fully understand all training provided by the JLT Academy.
– Certification by JLT Academy management is required before an agent is authorised to make bookings.
– Agents must adhere to the guidelines outlined in Appendix C to ensure compliance with financial and consumer protection regulations, including the PTS Trust principles.

6.12 Implementation of Training:
– Agents are solely responsible for applying the training received in their day-to-day operations.
– Any questions or clarifications regarding training content must be promptly addressed with the franchise support team.

6.13 Client Fund Handling:
– Agents must ensure that all client funds are managed in strict accordance with the PTS Trust guidelines as detailed in Section 48 and Appendix I.
– Compliance with established procedures and protocols is mandatory to safeguard client funds and maintain regulatory adherence.

6.14 Audit and Compliance Checks: We may conduct periodic audits and compliance checks in accordance with Section 41 to verify that agents adhere to prescribed procedures and guidelines. Failure to comply may result in disciplinary action, including suspension or termination of membership.

6.15 Cooling-Off Period: Due to the digital nature of the platform and immediate access to training, software, and member-only resources upon registration, the Agent acknowledges and expressly agrees that:
– Performance of digital content delivery begins immediately upon purchase
– The Agent requests immediate access to digital content and training materials
– The Agent acknowledges that by requesting immediate performance, they lose their right to cancel under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013
– This waiver of cancellation rights applies only to the extent permitted by law for digital content where performance has begun with the consumer’s express consent

7. WhatsApp Community Access

7.1 As part of their Membership, the Agent is granted access to The JLT Group’s WhatsApp community.

7.2 Access to this community does not form part of this Agreement.

7.3 The WhatsApp community is intended as a platform for Agents to connect, share best practices, and collaborate informally.

7.4 The Company reserves the right to remove any Agent from the WhatsApp community at its sole discretion.

7.5 The WhatsApp community is not a dedicated support function offered by The JLT Group, and any formal support must be accessed through the appropriate channels outlined in this Agreement.

7.6 Agents must maintain professionalism in all online interactions and comply with the Digital Conduct provisions of the Code of Conduct (Appendix L, Section 11).

8. Confidentiality

8.1 The Agent acknowledges that they will have access to Confidential Information and agrees not to disclose or share such information without prior written consent from the Company.

8.2 Confidential Information includes, but is not limited to:
– Supplier details, contracts, and commission arrangements
– Pricing structures and commission rates
– Business processes, systems, and methodologies
– Client data and databases
– Training materials and proprietary content
– Marketing strategies and business plans
– Trade secrets and commercially sensitive information
– The JLT Group Code of Conduct

8.3 You must take all reasonable steps to protect Confidential Information from unauthorised disclosure or use.

8.4 This confidentiality obligation survives the termination of this Agreement indefinitely.

8.5 You must not use Confidential Information for any purpose other than performing their obligations under this Agreement.

8.6 The Agent must ensure the secure handling and storage of all Confidential Information, employing appropriate measures to prevent unauthorised access, disclosure, or loss, including:
– Using strong, unique passwords for electronic devices and systems
– Encrypting sensitive files and communications where possible
– Securing physical documents containing confidential information in locked storage when not in use

8.7 The Agent must report any suspected or actual breaches of confidentiality to The JLT Group immediately.

9. Data Protection and GDPR Compliance

9.1 The Agent must comply with the UK GDPR, Data Protection Act 2018, and any applicable data protection laws.

9.2 The Agent will ensure the secure storage and processing of all personal data.

9.2.1 ICO Registration: As a self-employed agent who handles personal data, the Agent is required to register with the Information Commissioner’s Office (ICO) as a data controller. The Agent must maintain a valid ICO registration for the entire duration of their membership. Failure to register or to maintain a valid registration is a breach of this Agreement and may result in suspension or termination.

9.3 Data Controller Relationship: Each Party shall act as an independent data controller in respect of personal data that it processes in connection with this Agreement. Each Party shall be responsible for its own compliance with data protection laws.

9.4 Data Processing Agreement: Where one Party processes personal data on behalf of the other Party, the Parties shall enter into a separate Data Processing Agreement (DPA) in accordance with Article 28 of the UK GDPR.

9.5 Consent and Privacy Notices: The Agent must obtain explicit consent from clients before collecting, storing, or processing their personal data, in compliance with UK GDPR regulations. Such consent must be documented and retained for audit purposes.

9.6 You must provide clients with a clear Privacy Notice detailing how their personal data is handled, including purposes of processing, retention periods, and rights under data protection laws.

9.7 Data Breaches: Data breaches must be reported to the Company immediately and in any event within 24 hours of the Agent becoming aware of the breach. You must cooperate fully with the Company in investigating and remediating any data breach.

9.8 Data Subject Rights: You must have procedures in place to respond to data subject access requests and other rights requests within the timeframes required by law.

9.9 Data Retention: You must not retain personal data for longer than necessary for the purposes for which it was collected, in accordance with the Company’s data retention policy and Appendix I.

9.10 The Company will process the Agent’s data in accordance with its Privacy Policy, which is available on the JLT Group portal under the Privacy Policy tab on the Terms & Policies page.

9.11 Personal data must only be collected, processed, and retained for specific, legitimate purposes directly related to fulfilling The JLT Group’s services. Under no circumstances should data be used for unauthorised purposes.

9.12 The Agent must only share personal data with third-party processors (e.g., suppliers, partners) who demonstrate compliance with data protection laws.

10. Compliance with ATOL Regulations

Definitions

The definitions used in this agreement have the same meaning as those used in the ATOL Regulations 2012 (as amended). Additionally, ‘Licensable Transaction’ means an offer made by a consumer (or their agent) to purchase flight accommodation for one or more persons on a flight which is accepted by an air travel organiser and constitutes an activity in respect of which that air travel organiser is required to hold an ATOL.

Extent of obligations

The obligations of all parties to this agreement extend only to the parties’ conduct in respect of licensable transactions.

Priority of Agency terms published by CAA

Pursuant to AST 2.2 and Agency Term 1 no agency term negotiated between the principal ATOL holder and the agent may contradict or purport to contradict the CAA’s mandated terms and any that do so will be void.

Agency Term 1

The Agent acknowledges that The JLT Group holds an ATOL licence and that all flight-inclusive packages sold by the Agent must be sold under this ATOL protection.

Agency Term 2

The Agent must comply with all ATOL regulations and to issue ATOL Certificates to clients immediately upon booking confirmation, as required by law.

Agency Term 3

You must attend mandatory annual ATOL compliance training as specified in Appendix D.

Agency Term 4

The Agent acknowledges that failure to comply with ATOL regulations may result in suspension or termination of membership and may expose both the Agent and The JLT Group to regulatory penalties.

11. Non-Compete and Non-Solicitation

11.1 Your Clients Remain Yours: Your clients are your own. This Agreement does not restrict you from continuing to work with your own clients after your membership ends. The restrictions in this Section 11 are targeted at protecting The JLT Group’s business interests and do not prevent you from operating as an independent travel agent after leaving.

11.2 Non-Solicitation of Agents: For a period of 12 months after your membership ends, you agree not to directly or indirectly solicit, recruit, or encourage any other agent of The JLT Group to leave the Company or join another host agency.

11.3 Non-Compete (Host Agency Operations): For a period of 6 months after your membership ends, you agree not to establish, own, or operate a host agency business model that directly competes with The JLT Group by recruiting and hosting independent travel agents in the UK. This clause does not restrict you from working as an independent travel agent, nor does it prevent you from joining another host agency.

11.4 Joining Another Agency While In Contract: If you are In Contract (managing your own bookings post-termination under Option A of Section 16.3), you must obtain our prior written consent before joining another host agency. Consent requests must be sent to support@thejltgroup.co.uk. We will respond within 5 business days; if we do not respond, consent is deemed granted. We will not unreasonably withhold consent.

11.5 Reasonableness: The Agent acknowledges that the restrictions contained in this Section 11 are reasonable and necessary to protect the legitimate business interests of The JLT Group, including its goodwill and Confidential Information.

11.6 Severability: If any provision of this Section 11 is found to be unenforceable or unreasonable, the Parties agree that the court may modify the provision to make it enforceable while preserving the intent of the Parties to the maximum extent possible.

12. Independent Contractor and Self-Employment Status

12.1 The Agent is an independent contractor and is solely responsible for their own tax, National Insurance contributions, and any other statutory obligations.

12.2 The Agent is not an employee, worker, partner, or agent of The JLT Group for any purpose.

12.3 The Agent has the freedom to determine when, where, and how they conduct their business, subject to compliance with the terms of this Agreement.

12.4 The Agent is not entitled to employee benefits such as holiday pay, sick pay, pension contributions, or any other employment-related benefits.

12.5 The Company does not exercise control over the Agent’s day-to-day activities, and the Agent is free to work for other businesses, provided such work does not breach the terms of this Agreement, including the non-compete provisions in Section 11.

13. Insurance Requirements

13.1 Company-Provided Insurance: The JLT Group provides insurance coverage for the Agent under the Group’s insurance policy. This coverage includes public liability and professional indemnity, but it explicitly excludes coverage for any Agent Error.

13.2 Optional Professional Indemnity Insurance: The Agent may, at their discretion, source their own professional indemnity insurance throughout their Membership term to cover all potential liabilities arising from Agent Error. This includes, but is not limited to, errors in booking, administrative oversights, or other professional mistakes impacting clients or third parties.

13.3 Availability of Insurance: Professional indemnity insurance covering Agent Error can be quoted and purchased directly through The JLT Group’s approved insurers. Details of approved insurers and coverage options are available upon request.

13.4 Agent Liability: The Agent acknowledges that all liabilities resulting from their errors or omissions remain solely their responsibility and are not covered by The JLT Group’s insurance policy unless the Agent has obtained separate professional indemnity insurance.

13.5 Proof of Insurance: If the Agent chooses to obtain professional indemnity insurance, they may be required to provide proof of such insurance to The JLT Group upon request.

14. Training Requirements

14.1 The Agent must complete mandatory training upon joining and comply with all ongoing and annual training updates required by The JLT Group.

14.2 Probationary Period: Following the initial Training Academy, the Agent will enter an 8-week probationary period, during which time they will receive additional support and coaching to assist with their first bookings. This extended training phase is designed to ensure the Agent reaches an appropriate level of understanding and capability before being fully signed off and moved into the main agent group.

14.3 Probationary Assessment: During the probationary period, the Agent’s performance will be assessed against the following criteria:
– Successful completion of training modules
– Demonstration of competency in booking procedures
– Understanding of compliance requirements
– Adherence to Company standards and policies

14.4 Failure to Meet Standards: Non-completion of training or failure to demonstrate the required level of competency during the probationary period may result in:
– Extension of the probationary period for up to an additional 4 weeks, or
– Suspension of Membership privileges, or
– Termination of Membership in accordance with Section 16.

14.5 Termination During Probation: If the Agent’s Membership is terminated during the probationary period due to failure to meet competency standards, the Agent will not be entitled to a refund of the Joining Fee or any Membership Fees paid, except where the Company has failed to provide the agreed training services.

14.6 Pre-Sign-Off Cancellation: If an Agent cancels their Membership during the training period or probationary period and has made bookings, these clients will be contacted and managed solely by The JLT Group. The Agent will forfeit any right to commissions for such bookings.

15. Chargebacks and Payment Disputes

15.1 Agent Responsibility for Chargebacks

You are responsible for all financial chargebacks, including bank chargebacks and payment disputes, related to:
– Bookings made for their clients
– Membership Fees paid by the Agent
– The Joining Fee paid by the Agent
– Any other payments made under this Agreement

15.1A Client Chargebacks

15.1A.1 Where a client of the Agent initiates a chargeback, payment dispute, or reversal with their bank or card provider in respect of a booking made by the Agent, the Agent bears full financial responsibility for the outcome of that dispute.

15.1A.2 This includes:
– The full value of any chargeback amount reversed to the client
– Any chargeback processing fees or penalties imposed on The JLT Group by its payment processor or bank as a result of the dispute
– Any reasonable administrative costs incurred by The JLT Group in responding to the chargeback

15.1A.3 We may recover these amounts by withholding commission payments due to the Agent, or by raising a direct invoice to the Agent, which must be settled within 14 days of issue.

15.1A.4 The Agent is responsible for maintaining accurate booking records and client communications that may be required to defend against a chargeback. Failure to maintain adequate records that results in an unsuccessful chargeback defence shall not diminish the Agent’s financial liability under this clause.

15.2 Services Provided and Non-Refundable Nature

15.2.1 The Agent acknowledges and agrees that:
– The Joining Fee provides immediate access to training materials, booking systems, support services, and membership benefits upon payment
– Membership Fees are charged in exchange for ongoing access to booking systems, support services, training updates, ATOL protection, WhatsApp community access, and other membership benefits during each membership period
– These services are provided continuously throughout the membership period and are consumed as they are made available
– All fees compensate The JLT Group for services already provided, made available, or for access granted during the relevant period
– All fees are non-refundable as specified in Section 6.5

15.2.2 The Agent acknowledges that termination of membership does not entitle them to a refund of any fees paid for periods during which services were provided or made available, regardless of the extent to which the Agent utilized such services.

15.3 Prohibition on Fraudulent Chargebacks

15.3.1 The Agent expressly agrees not to initiate any chargeback, payment dispute, reversal request, or similar claim with their bank, credit card company, or payment provider in respect of:
– The Joining Fee, after having accessed any membership services, training materials, booking systems, or other membership benefits
– Any Membership Fee, for any period during which membership services were provided or made available to the Agent
– Any other fee or charge under this Agreement, after having received the corresponding services or benefits

15.3.2 initiating such a chargeback after receiving or having access to services constitutes:
– A material breach of this Agreement
– Fraudulent conduct as defined in the Code of Conduct (Appendix L, Section 3.2.1)
– Unjust enrichment at the expense of The JLT Group
– A violation of the Agent’s duty of good faith

15.3.3 The Agent acknowledges that the proper method for disputing any charge is through the dispute resolution process outlined in Section 19 of this Agreement, not through initiating a chargeback with their payment provider.

15.4 Acknowledgment of Services Received and Payment Authorization

15.4.1 By making each payment under this Agreement, the Agent expressly acknowledges that:
– They have received or will receive the services and benefits corresponding to that payment
– The payment is made voluntarily and with full knowledge of the terms of this Agreement, including the non-refundable nature of all fees
– They authorise the charge and agree that it is a legitimate transaction for services rendered or to be rendered
– They authorise The JLT Group to use this Agreement and any related communications as evidence of authorised transactions in the event of any payment dispute

15.4.2 You must provide written acknowledgment of services received at the following milestones:
– Upon completion of initial training (within the probationary period)
– At the end of the 8-week probationary period
– Upon written request by The JLT Group (not more than once per calendar quarter)

15.4.3 Such acknowledgments shall be provided via email to accounts@thejltgroup.co.uk within 5 business days of the milestone or request.

15.5 Chargeback Processing Fees and Costs

15.5.1 If the Agent initiates a chargeback, payment dispute, or reversal request in respect of any payment under this Agreement, The JLT Group may charge the Agent:
– An administrative fee of £50 for each chargeback or dispute initiated
– All direct costs incurred by The JLT Group in responding to and defending the chargeback, including but not limited to:
– Payment processor fees and penalties
– Chargeback handling fees imposed by banks or payment providers
– Costs of compiling and submitting evidence
– Reasonable legal fees and costs
– Management time calculated at £75 per hour

15.5.2 The Agent must reimburse The JLT Group for any losses, penalties, or increased costs incurred as a result of chargebacks or disputes, including:
– Amounts reversed by payment providers
– Increased payment processing rates or fees resulting from chargeback ratios
– Penalties imposed by payment processors
– Loss of merchant account privileges

15.6 Liquidated Damages for Fraudulent Chargebacks

15.6.1 If the Agent initiates a chargeback for the Joining Fee or any Membership Fee after having received or had access to the corresponding services, and such chargeback is determined by The JLT Group (acting reasonably) to be fraudulent, without legitimate basis, or in breach of Section 15.3, the Agent shall pay liquidated damages to The JLT Group in the amount of £500 (five hundred pounds) for each such fraudulent chargeback.

15.6.2 The Parties agree that this amount represents a genuine pre-estimate of the loss and damage that The JLT Group will suffer as a result of such breach, including but not limited to:
– Administrative costs of investigating and responding to the chargeback
– Payment processor penalties, fees, and increased processing rates
– Legal costs and management time
– Damage to The JLT Group’s merchant account standing and payment processing relationships
– Reputational damage
– Loss of business opportunities
– The difficulty of precisely quantifying such losses at the time of entering into this Agreement

15.6.3 The Agent acknowledges that the liquidated damages amount is reasonable and proportionate to the anticipated loss.

15.6.4 Payment of liquidated damages under this Section 15.6 does not preclude The JLT Group from:
– Pursuing additional remedies available under this Agreement or at law
– Recovering actual damages if they exceed the liquidated amount
– Terminating the Agreement in accordance with Section 16
– Pursuing any other rights or remedies under Section 15.8

15.7 Right to Withhold Payments and Set-Off

15.7.1 We may withhold, deduct, or set off any amounts owed to the Agent (including but not limited to future commission payments, refunds, or other sums) to offset:
– Chargeback amounts that have been reversed
– Administrative fees under Section 15.5
– Liquidated damages under Section 15.6
– Any other amounts owed by the Agent under this Agreement

15.7.2 The JLT Group shall provide the Agent with written notice of any amounts withheld or set off, including a breakdown of the calculation.

15.7.3 If amounts withheld are insufficient to cover the Agent’s liabilities, the Agent shall pay the outstanding balance to The JLT Group within 14 days of written demand.

15.8 Right to Pursue Legal Action and Reporting

15.8.1 The JLT Group expressly reserves the right to pursue legal action against the Agent for fraudulent chargebacks or breach of this Section 15, including but not limited to claims for:
– Breach of contract
– Fraud or fraudulent misrepresentation
– Unjust enrichment
– Recovery of all costs, damages, and losses (including legal costs on an indemnity basis)

15.8.2 The JLT Group may report fraudulent chargebacks and related conduct to:
– Payment processors, banks, and merchant account providers
– Credit reference agencies (where permitted by law)
– Law enforcement authorities (in cases of suspected criminal fraud)
– Industry bodies, trade associations, and professional organizations
– Other host agencies or travel industry organizations (for the purpose of preventing fraud)

15.8.3 The Agent consents to such reporting and acknowledges that it may affect their ability to obtain merchant services, credit, or membership with other organizations in the future.

15.9 Legitimate Disputes and Dispute Resolution Process

15.9.1 Nothing in this Section 15 prevents the Agent from raising legitimate disputes regarding:
– Unauthorized charges that the Agent did not make or authorise
– Duplicate charges for the same service or period
– Charges for services that were not provided due to The JLT Group’s material breach of this Agreement
– Billing errors or incorrect amounts charged

15.9.2 Before initiating any chargeback or payment dispute with their payment provider, the Agent must:
– Notify The JLT Group in writing of the specific dispute, including full details of the charge in question and the basis for the dispute
– Send such notice to accounts@thejltgroup.co.uk
– Provide The JLT Group with a reasonable opportunity to investigate, which shall be no less than 14 calendar days from receipt of the notice
– Engage in good faith discussions to resolve the dispute
– Attempt to resolve the dispute through the mediation process outlined in Section 19 (Dispute Resolution) if initial discussions are unsuccessful

15.9.3 Failure to follow this mandatory dispute resolution process before initiating a chargeback shall constitute:
– Prima facie evidence that the chargeback is not legitimate
– A material breach of this Agreement
– Grounds for The JLT Group to pursue liquidated damages under Section 15.6 and other remedies under this Agreement

15.9.4 If the Agent follows the process in Section 15.9.2 and the dispute remains unresolved after 30 days, the Agent may initiate a chargeback without being subject to the penalties in this Section 15, provided that the dispute is raised in good faith and with reasonable basis.

15.10 Chargeback Defense Cooperation

15.10.1 You must cooperate fully and promptly with The JLT Group in investigating and responding to any chargeback claims, whether initiated by the Agent or by the Agent’s clients, including:
– Providing all requested documentation and information within 5 business days of request
– Providing truthful and accurate statements regarding services received and payments made
– Making themselves available for interviews or discussions regarding the chargeback
– Attending mediation or other dispute resolution proceedings if required
– Providing witness statements or testimony if required

15.10.2 Failure to cooperate as required by Section 15.10.1 shall constitute a material breach of this Agreement and may result in:
– Immediate suspension or termination of membership under Section 16
– Liability for any losses incurred by The JLT Group as a result of the Agent’s failure to cooperate
– Forfeiture of any disputed amounts or commission payments

15.11 Evidence and Record Keeping

15.11.1 The JLT Group shall maintain comprehensive records of all services provided to the Agent, including but not limited to:
– Training access logs and completion records
– Booking system access logs
– Support requests and responses
– Commission payments made
– All communications with the Agent (emails, messages, calls)
– Acknowledgments of services received
– Copies of this Agreement and any amendments

15.11.2 These records may be used as evidence in chargeback disputes, legal proceedings, and any other dispute resolution processes.

15.11.3 The Agent consents to The JLT Group providing such records to payment processors, banks, courts, mediators, and other relevant parties for the purpose of defending against or pursuing claims related to chargebacks.

15.12 Immediate Termination for Fraudulent Chargebacks

15.12.1 Initiation of a fraudulent chargeback in breach of Section 15.3 shall constitute grounds for immediate termination of this Agreement by The JLT Group without notice, in accordance with Section 16.5.

15.12.2 Upon such termination:
– All rights and licenses granted to the Agent shall cease immediately
– You must remain liable for all amounts owed under this Agreement
– You must not be entitled to any refund of fees paid
– You must forfeit any unpaid commissions on Active Bookings
– All post-termination obligations shall apply, including those in Sections 8, 11, and 29

15.13 Survival

The obligations, rights, and remedies in this Section 15 shall survive termination of this Agreement for a period of 3 years from the date of termination, or until all disputes and claims have been finally resolved, whichever is later.

16. Termination of Membership

16.1 Notice of Cancellation

16.1.1 Notice of cancellation must be submitted in writing to memberships@thejltgroup.co.uk.

16.1.2 We may confirm receipt of cancellation notices to ensure proper documentation of the termination process.

16.2 Termination by Agent (No Active Bookings)

Agents without any Active Bookings may terminate their Membership by providing 30 days’ written notice to The JLT Group.

16.3 Termination by Agent (With Active Bookings)

16.3.1 Agents with Active Bookings are required to provide 30 days’ written notice prior to terminating their Membership. Upon giving notice, the Agent has two clear options:

Option A — Self-Management: The Agent may continue to manage their Active Bookings themselves until all travel is completed. During this period, the Agent remains In Contract, must continue to pay their monthly Membership fee, and must maintain their account in Good Standing. The Agent will retain full system access and continue to earn commission as normal.

Option B — Handover to JLT: The Agent may choose to hand over all Active Bookings to The JLT Group’s central team. If the Agent chooses this option, they forfeit all future commission on those bookings to cover The JLT Group’s administrative costs. The handover must be completed in accordance with Section 49.

16.3.2 Agents remain fully responsible for fulfilling all obligations related to their Active Bookings during the notice period.

16.3.3 If an Agent fails to meet the obligations of the services agreed with the client, We may contact the client directly in accordance with Section 47. In such cases, The JLT Group may either take over management of the booking going forward or offer the client the option of cancellation.

16.3.4 In situations where The JLT Group must take over management of bookings due to the Agent’s failure to meet obligations, the Agent agrees to forfeit any claims to commissions for these bookings to compensate for the administrative costs incurred by The JLT Group in resolving the matter.

16.4 Settlement of Account

“Settling the account in full” means:
– Payment of all outstanding Membership Fees for the full 30-day notice period
– Payment of all outstanding administrative fees, chargeback costs, or other amounts owed to The JLT Group
– Completion or handover of all Active Bookings in accordance with Section 49

16.5 Termination by The JLT Group

16.5.1 We may terminate Membership immediately for violations such as Misconduct, non-payment, breach of contract, breach of the Code of Conduct, or failure to meet compliance standards, without prior notice.

16.5.2 The JLT Group may terminate this Agreement for any reason upon 30 days’ written notice to the Agent.

16.6 Account Settlement During Notice Period

16.6.1 Agents are required to ensure that all accounts are fully settled within their 30-day notice period.

16.6.2 Should continued management of Active Bookings be required beyond the 30-day notice period due to the Agent’s failure to complete handover (where Option B was chosen), a 2% transaction fee on the Total Booking Value will be applied to cover administrative and management costs for each such booking.

16.6.3 In line with consumer protection laws, any outstanding client funds must be managed and transferred appropriately during the termination process to maintain trust and regulatory compliance.

16.7 Membership Fees During Notice Period

16.7.1 For Agents under the 30-day notice period, Membership fees will continue to be taken in accordance with the terms outlined in this Agreement.

16.7.2 The final Membership fee will be charged following the successful collection of two standard monthly payments during the notice period, or upon receipt of cancellation notice, whichever results in greater payment to The JLT Group.

16.7.3 Upon receipt of a cancellation request, the final month of Membership fees will be charged and is non-refundable. This fee accounts for administrative processing, transfer of responsibilities, and system updates.

16.8 Immediate Obligations Upon Termination

Upon termination, the Agent must:
– Cease using all Company resources, systems, and branding immediately
– Return or destroy all Confidential Information and materials provided by The JLT Group as instructed
– Comply with the post-termination obligations in Sections 8, 11, 29, and 49

16.9 Access Revocation

16.9.1 On the final day of Membership, the Agent’s access to all suppliers and the Protected Trust Services (PTS) platform will be terminated.

16.9.2 The Agent must immediately cease trading under The JLT Group name and remove all associations with The JLT Group, including branding, marketing materials, and any online or offline representations.

16.9.3 Any failure to comply with this requirement may result in legal action to protect The JLT Group’s intellectual property and reputation.

16.10 Post-Termination Commissions and Bookings

16.10.1 You must be entitled to receive commission on Active Bookings made prior to the termination date, provided that:
– The booking is completed successfully
– All client payments have been received in full
– The Agent has not breached this Agreement or the Code of Conduct
– The Agent has completed proper handover in accordance with Section 49

16.10.2 Forfeiture for Unpaid Bookings (Option B only): If an Agent chooses Option B (Handover to JLT), they forfeit all future commission on those Active Bookings. If an Agent chooses Option A (Self-Management), they retain their commission entitlement on all Active Bookings, provided the booking is completed successfully, all client payments are received, and the Agent has not breached this Agreement.

16.10.3 Commission payments for Active Bookings (where not forfeited) will be processed in accordance with the normal payment schedule outlined in Appendix E.

16.10.4 You must cooperate fully in the handover of any Active Bookings to The JLT Group or another designated agent in accordance with Section 49.

16.11 Return of Property

16.11.1 Upon termination of Membership, the Agent must cease using all Company resources, systems, and branding immediately.

16.11.2 Any materials or assets provided by The JLT Group, such as proprietary booking tools or supplier databases, must be returned or destroyed as instructed.

16.11.3 Failure to do so may result in additional liabilities and legal action.

16.12 Data Protection Compliance

16.12.1 In compliance with UK GDPR and Data Protection Act 2018, the Agent must ensure that any personal data handled during Membership is securely transferred, deleted, or otherwise managed as required during the termination process in accordance with Section 9 and Appendix I.

16.12.2 We may audit the Agent’s compliance with data protection requirements following termination.

16.13 Exceptional Circumstances

16.13.1 Refunds of fees or exceptions to this policy may be granted under exceptional circumstances at the sole discretion of The JLT Group, such as significant illness, bereavement, or other unforeseen events.

16.13.2 Requests for exceptional circumstances must be submitted in writing to memberships@thejltgroup.co.uk and supported with relevant evidence.

16.14 No Reinstatement After Termination

Once Membership has been cancelled or revoked, Agents must reapply for Membership if they wish to rejoin The JLT Group. The Company does not guarantee reinstatement.

16.15 Survival

The following provisions shall survive termination of this Agreement: Sections 8 (Confidentiality), 9 (Data Protection), 11 (Non-Compete and Non-Solicitation), 15 (Chargebacks), 20 (Indemnity), 21 (Limitation of Liability), 29 (Intellectual Property Rights), 30 (Client Ownership and Database), and 49 (Booking Handover Procedures).

17. Services and Support Availability

17.1 Services and support offered by The JLT Group are available during normal business hours, Monday to Friday, 9:00 AM to 5:00 PM, excluding bank holidays.

17.2 All service and support requests must be sent via email to: support@thejltgroup.co.uk

17.3 Membership-related queries must be directed to: memberships@thejltgroup.co.uk

17.4 Commission & Refund related queries must be directed to: accounts@thejltgroup.co.uk

17.5 The Agent acknowledges that requests received outside of normal business hours will be addressed on the next working day.

17.6 Response Times: The JLT Group will use reasonable endeavours to respond to support requests within 2 business days, although response times are not guaranteed.

18. Booking Services Availability

18.1 Booking services are available to the Agent 24/7 through The JLT Group’s preferred suppliers.

18.2 While booking services remain accessible at all times, The JLT Group’s core team will respond to and process service-related actions only during normal business hours, Monday to Friday, 9:00 AM to 5:00 PM, excluding bank holidays.

18.3 Agents are encouraged to utilise the resources provided by preferred suppliers outside of core business hours for immediate needs.

19. Dispute Resolution and Governing Law

19.1 The Parties shall attempt to resolve disputes amicably through good faith negotiation.

19.2 Mediation: If negotiation fails, the Parties agree to engage an independent mediation service, such as Wonderland People or UK Mediation, to facilitate an impartial resolution before commencing any legal proceedings.

19.3 Mediation Costs: The costs associated with mediation shall be shared equally by the Parties unless otherwise agreed. A fixed mediation cost of £1,500.00 has been agreed with Wonderland People, as specified in Appendix F.

19.4 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

19.5 Jurisdiction: Any disputes that cannot be resolved through mediation shall be subject to the exclusive jurisdiction of the courts located in London, England.

20. Indemnity

20.1 Agent Indemnity: The Agent must indemnify and hold harmless The JLT Group and its affiliates, directors, officers, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from:
– The Agent’s actions or omissions in connection with this Agreement
– Agent Error
– Breach of the terms and conditions set forth in this Agreement or the Code of Conduct
– The Agent’s breach of any applicable laws or regulations
– Claims brought by the Agent’s clients arising from the Agent’s conduct
– Breach of PTS Trust requirements or client fund handling obligations

20.2 Company Indemnity: The JLT Group agrees to indemnify and hold harmless the Agent from any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from:
– The JLT Group’s breach of this Agreement
– The JLT Group’s breach of intellectual property rights of third parties in respect of materials or systems provided to the Agent
– The JLT Group’s failure to maintain required ATOL protection or financial safeguards

20.3 Survival: This indemnification obligation shall survive the termination of this Agreement.

21. Limitation of Liability

21.1 Cap on Liability: Subject to Section 21.2, the total aggregate liability of either Party to the other Party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to an amount equal to 100% of the Membership Fees paid by the Agent in the 12 months immediately preceding the event giving rise to the claim.

21.2 Exclusion of Consequential Losses: Neither Party shall be liable to the other for any loss of profit, loss of business, loss of goodwill, loss of opportunity, or any indirect or consequential losses, whether or not such losses were foreseeable or in the contemplation of the Parties at the date of this Agreement.

21.3 Exceptions: Nothing in this Section 21 shall limit or exclude liability for:
– Death or personal injury caused by negligence
– Fraud or fraudulent misrepresentation
– Breach of obligations under Section 8 (Confidentiality)
– Wilful misconduct or gross negligence
– Breach of PTS Trust requirements or mishandling of client funds
– Any other liability that cannot be limited or excluded by applicable law

21.4 Application to Negligence: The limitations and exclusions in this Section 21 shall apply regardless of the form of action, whether in contract, tort (including negligence in any form), breach of statutory duty, or otherwise.

21.5 Reasonableness: The Agent acknowledges that the limitations and exclusions of liability in this Section 21 are reasonable having regard to all the circumstances, including the Membership Fees payable under this Agreement and the availability of insurance.

22. Code of Conduct

22.1 The Agent must uphold the highest standards of professionalism in all business activities as detailed in The JLT Group Code of Conduct (Appendix L).

22.2 The Agent must avoid conflicts of interest and disclose any potential conflicts to The JLT Group promptly.

22.3 The Agent must not engage in harassment, discrimination, or any form of misconduct.

22.4 The Agent must adhere to the values and ethical standards outlined by The JLT Group.

22.5 The Agent must ensure all services offered are accessible to clients with disabilities, as required under the Equality Act 2010. Reasonable adjustments must be made to accommodate clients’ needs.

22.6 You must not engage in any conduct that could reasonably be expected to damage the reputation or goodwill of The JLT Group.

22.7 Incorporation of Code of Conduct: The JLT Group Code of Conduct (Appendix L) is incorporated into and forms an integral part of this Agreement. Breach of the Code of Conduct constitutes a material breach of this Agreement.

22.8 Disciplinary Framework: Violations of the Code of Conduct will be addressed through a structured disciplinary process, including but not limited to:
– Formal written warnings
– Temporary suspension of Membership privileges
– Termination of Membership for severe or repeated violations

22.9 Investigations will be conducted fairly, and Agents will be given the opportunity to provide their account of events.

23. Severability

23.1 If any provision of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed, and the remaining provisions of this Agreement shall remain in full force and effect.

23.2 If a provision is severed under Section 23.1, the Parties shall negotiate in good faith to replace the severed provision with a valid and enforceable provision that achieves, to the greatest extent possible, the original commercial intent of the Parties.

24. Force Majeure

24.1 Neither Party shall be held liable for delays or failure in performance caused by events beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemic, governmental actions, or labour disputes (“Force Majeure Event”).

24.2 Notice: The affected Party shall notify the other Party as soon as reasonably practicable of the Force Majeure Event and shall make reasonable efforts to resume performance under this Agreement.

24.3 Suspension of Obligations: During the period of the Force Majeure Event, the affected Party’s obligations under this Agreement shall be suspended to the extent that performance is prevented or hindered by the Force Majeure Event.

24.4 Membership Fees During Force Majeure: If a Force Majeure Event prevents the Agent from performing their obligations for a continuous period exceeding 30 days, the Agent may request a suspension of Membership Fees. Such requests will be considered by The JLT Group on a case-by-case basis.

24.5 Termination: If a Force Majeure Event continues for a period exceeding 30 days, either Party may terminate this Agreement upon written notice to the other Party, without liability for such termination.

25. Changes to Agreement

25.1 We may update or amend the terms of this Agreement from time to time.

25.2 Notice of Changes: The JLT Group shall provide the Agent with at least 30 days’ written notice of any material changes to this Agreement.

25.3 Acceptance of Changes: You must have the right to review the proposed changes. If the Agent does not agree to the changes, the Agent may terminate this Agreement without penalty by providing written notice to The JLT Group within 14 days of receiving notice of the changes.

25.4 Effective Date: If the Agent does not terminate the Agreement within the 14-day period specified in Section 25.3, the changes shall take effect at the end of the 30-day notice period.

25.5 Non-Material Changes: Minor, non-material changes (such as updates to contact information or clarifications that do not affect the Agent’s rights or obligations) may be made without notice, and such changes shall take effect immediately upon publication.

25.6 Automatic Renewals: Membership will continue unless notice is given in accordance with Section 16.

26. Commission Structure

26.1 You must receive a commission of 80% of the Net Revenue.

26.2 Definition of Net Revenue: “Net Revenue” means the total revenue received by The JLT Group from a booking, less all Deductible Charges and Fees as itemized in Appendix H.

26.3 The JLT Group will retain 20% of the Net Revenue.

26.4 Commission payments will be processed in accordance with The JLT Group’s payment policies and timelines as specified in Appendix E.

26.4.1 Commission Claiming: For active Agents in Good Standing, commission may only be claimed when all three of the following conditions have been met: (a) the client has paid their balance in full; (b) all relevant suppliers have been paid in full; and (c) the departure date is no more than 12 weeks away.

26.4.2 Departing Agent Commission Hold: If the Agent has given notice to terminate this Agreement or is operating In Contract, commission on all Active Bookings will be held until the client returns from travel. Held commission will be released within 14 days of the client’s return date, provided no disputes or chargebacks have arisen.

26.4.3 Commission Clawback: If a booking is cancelled after commission has been paid, and a refund is issued to the client, the Agent must repay the commission to The JLT Group. This will be deducted from the next commission payment or invoiced directly. If the Agent has left The JLT Group and a clawback arises, the debt becomes immediately due and payable, and The JLT Group reserves the right to pursue it as a civil debt.

26.5 Changes to Commission Structure: We may amend the commission structure, provided that:
– At least 60 days’ written notice is given to Agents prior to any changes taking effect
– The Agent has the right to terminate this Agreement without penalty if they do not accept the new commission structure, by providing written notice within 14 days of receiving notice of the change

26.6 Dispute Resolution: The Agent acknowledges that any disputes related to commission calculations must be raised in writing within 30 days of receipt of payment. If no dispute is raised within this period, the calculation will be deemed final and binding.

26.7 Commission Statements: The JLT Group shall provide the Agent with a commission statement detailing the calculation of commission payments, including all applicable Deductible Charges and Fees.

27. Entire Agreement

27.1 This Agreement (including all Appendices) represents the entire understanding between the Parties and supersedes all prior agreements, negotiations, and understandings, whether written or oral, related to the subject matter hereof.

27.2 Any modifications to this Agreement must be made in writing and signed by both Parties, except as provided in Section 25.

27.3 The Agent acknowledges that they have not relied on any representations, warranties, or statements not expressly set out in this Agreement.

28. Electronic Communications

28.1 Electronic signatures shall be deemed legally valid and binding in accordance with the Electronic Communications Act 2000.

28.2 All notifications and agreements communicated electronically must include a confirmation receipt from the receiving party to ensure acknowledgment.

28.3 Electronic communications sent to the email addresses specified in this Agreement shall be deemed received on the date of transmission if transmitted before 5:00 PM on a business day, or on the next business day if transmitted after 5:00 PM or on a non-business day.

29. Intellectual Property Rights

29.1 Ownership of Background IP: Each Party shall retain ownership of all Background IP.

29.2 License to Use Company IP: The JLT Group grants the Agent a non-exclusive, revocable, non-transferable, royalty-free licence to use the Company’s trademarks, branding, logos, and marketing materials (“Company IP”) solely for the purpose of performing the Agent’s obligations under this Agreement and for the duration of the Membership term.

29.3 Restrictions on Use: You must not:
– Modify, adapt, or create derivative works of the Company IP without prior written consent
– Use the Company IP in any manner that could damage the reputation or goodwill of The JLT Group
– Register or attempt to register any trademarks, domain names, or other intellectual property rights that are identical or confusingly similar to the Company IP

29.4 Termination of License: The licence granted in Section 29.2 shall terminate automatically upon termination of this Agreement. You must immediately cease all use of the Company IP and remove any Company IP from their website, social media, marketing materials, and other platforms.

29.5 Ownership of Training Materials: All training materials, manuals, guides, and other content provided by The JLT Group remain the exclusive property of The JLT Group. You must not reproduce, distribute, or disclose such materials to any third party without prior written consent.

29.6 Agent-Created Content: Any content created by the Agent using the Company IP or in connection with their membership shall be deemed a work made for hire, and all intellectual property rights in such content shall vest in The JLT Group, unless otherwise agreed in writing.

30. Client Ownership and Database

30.1 Agent-Sourced Clients: Clients who were independently sourced and introduced by the Agent without reliance on Company resources, leads, systems, or marketing shall remain the property of the Agent for the purposes of ongoing client relationship management. The Agent must be able to provide clear evidence of independent sourcing.

30.2 Company-Generated Leads: Any clients or leads generated by The JLT Group through its marketing efforts, systems, or resources shall be the exclusive property of The JLT Group.

30.3 Client Data: All client data, including contact information, booking history, preferences, and other personal information, shall be maintained in accordance with Section 9 (Data Protection) and Section 46 (System Usage Requirements).

30.4 Return of Client Data: Upon termination of this Agreement:
– You must return to The JLT Group all client data relating to Company-Generated Leads
– The Agent may retain client data relating to Agent-Sourced Clients, subject to compliance with data protection laws
– You must provide The JLT Group with all information necessary to service any Active Bookings in accordance with Section 49

30.5 Use of Client Database: During the term of this Agreement, the Agent shall not use client data for any purpose other than providing travel services in accordance with this Agreement.

30.6 Responsibility vs Ownership: while clients are the Agent’s responsibility for service delivery purposes, all bookings made through The JLT Group’s systems belong to The JLT Group as set out in Section 42.

31. Regulatory Compliance

31.1 Package Travel Regulations 2018: The Agent acknowledges that The JLT Group acts as the “organiser” under the Package Travel and Linked Travel Arrangements Regulations 2018 (“PTR 2018”) for package holidays sold by the Agent.

31.2 Agent Obligations Under PTR 2018: The Agent shall:
– Correctly identify whether a travel arrangement constitutes a “package” or “linked travel arrangement” under PTR 2018
– Provide clients with all required pre-contractual information as mandated by PTR 2018
– Ensure that clients receive the appropriate standard information and, where applicable, package travel contracts
– Not make any representations to clients that contradict or undermine the protections provided under PTR 2018

31.3 Consumer Rights Act 2015: You must comply with all applicable provisions of the Consumer Rights Act 2015, including providing accurate information to clients and ensuring that all terms and conditions provided to clients are fair and transparent.

31.4 Advertising Standards: You must comply with the Consumer Protection from Unfair Trading Regulations 2008 and all applicable advertising standards, including those set by the Advertising Standards Authority (ASA).

31.5 Equality Act 2010: You must comply with the Equality Act 2010 and ensure that services are accessible to clients with disabilities, making reasonable adjustments as required.

31.6 Other Regulatory Obligations: You must comply with all other applicable laws and regulations governing the travel industry in the United Kingdom.

32. Anti-Money Laundering and Financial Crime

32.1 Compliance with AML Laws: You must comply with all applicable anti-money laundering (AML), counter-terrorism financing (CTF), and financial crime legislation, including the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.

32.2 Customer Due Diligence: You must conduct basic customer due diligence (CDD) on clients where transactions involve:
– Cash payments exceeding €10,000 (or equivalent in GBP)
– Unusual or suspicious transaction patterns
– High-value bookings that are inconsistent with the client’s known profile

32.3 Suspicious Activity Reporting: You must immediately report to The JLT Group any transactions or client behaviour that gives rise to suspicion of money laundering, terrorist financing, or other financial crime. The JLT Group will determine whether a Suspicious Activity Report (SAR) should be filed with the National Crime Agency (NCA).

32.4 Record Keeping: You must maintain records of customer due diligence and transaction monitoring in accordance with Section 38.

32.5 Training: You must complete any AML training provided by The JLT Group and shall stay informed of their obligations under applicable financial crime legislation.

32.6 Prohibition on Tipping Off: You must not disclose to any client or third party that a suspicious activity report has been made or that an investigation is underway, as doing so may constitute a criminal offence.

33. Complaints Handling

33.1 Agent Responsibility: The Agent is responsible for handling complaints from their clients in the first instance, in a professional, timely, and fair manner.

33.2 Escalation to The JLT Group: If a complaint cannot be resolved by the Agent, or if the complaint relates to The JLT Group’s services or systems, the Agent shall escalate the complaint to The JLT Group by email to support@thejltgroup.co.uk within 2 business days.

33.3 Response Times: You must acknowledge client complaints within 2 business days and shall use reasonable endeavours to resolve complaints within 14 days.

33.4 Record Keeping: You must maintain a record of all complaints received, including the nature of the complaint, actions taken, and outcome. Such records shall be made available to The JLT Group upon request.

33.5 Alternative Dispute Resolution: If a complaint cannot be resolved through the internal complaints process, the Agent shall inform the client of their right to refer the matter to an alternative dispute resolution (ADR) scheme or industry ombudsman, as applicable.

34. Marketing and Advertising Standards

34.1 Compliance with Branding Guidelines: Agents must ensure all marketing materials comply with The JLT Group’s brand guidelines and do not misrepresent our services, pricing, or financial protection. Agents must not create or distribute any materials that could bring The JLT Group into disrepute.

34.2 Brand Standards: All marketing materials, advertisements, and promotional content that use the Company IP or reference The JLT Group must comply with our current brand guidelines. Materials must not misrepresent our services, make false or misleading claims, or bring The JLT Group into disrepute. Brand guidelines are available on the Hub and may be updated from time to time.
34.3 Prohibited Marketing Practices: You must not:
– Make false, misleading, or exaggerated claims about travel services or prices
– Use “from” prices that are not genuinely available
– Fail to disclose material terms, conditions, or additional charges
– Engage in any marketing practice that violates the Consumer Protection from Unfair Trading Regulations 2008 or ASA guidelines
– Engage in unsolicited marketing practices such as spam emails, cold calling, or unauthorised messaging

34.5 Social Media: You must comply with The JLT Group’s social media policy and shall ensure that all information posted on social media is accurate, up-to-date, and compliant with applicable laws and regulations. All social media posts must clearly distinguish the Agent’s personal views from those of The JLT Group.

34.6 Reputational Protection: You must not engage in any marketing or advertising activity that could reasonably be expected to damage the reputation or goodwill of The JLT Group.

34.7 Consequences for Breach: Use of unapproved marketing materials or breach of marketing standards may result in:
– Requirement to immediately cease use and remove materials
– Formal written warning
– Suspension of Membership privileges
– Termination of Membership for serious or repeated violations

35. Assignment and Transfer

35.1 No Assignment by Agent: You must not assign, transfer, subcontract, or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of The JLT Group.

35.2 Assignment by The JLT Group: The JLT Group may assign, transfer, or novate this Agreement to any successor entity in the event of a merger, acquisition, or sale of business, upon written notice to the Agent.

35.3 Effect of Prohibited Assignment: Any purported assignment or transfer by the Agent in breach of Section 35.1 shall be void and of no effect.

36. Notices

36.1 Method of Notice: Any notice or other communication required or permitted under this Agreement shall be in writing and shall be delivered by:
– Email to the addresses specified in this Agreement
– Registered post or courier to the addresses specified in this Agreement

36.2 Email Addresses for Notices:
– To The JLT Group: support@thejltgroup.co.uk
– To the Agent: The email address provided by the Agent upon joining

36.3 Deemed Receipt: A notice shall be deemed to have been received:
– If sent by email: on the date of transmission if transmitted before 5:00 PM on a business day, or on the next business day if transmitted after 5:00 PM or on a non-business day
– If sent by registered post or courier: on the date of delivery as confirmed by the postal service or courier

36.4 Change of Address: Either Party may change its address for notices by providing written notice to the other Party in accordance with this Section 36.

37. Waiver

37.1 No failure or delay by either Party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy.

37.2 A waiver of any breach of this Agreement shall not constitute a waiver of any subsequent breach.

37.3 No waiver shall be effective unless it is in writing and signed by the Party granting the waiver.

38. Record Keeping Requirements

38.1 Records to be Maintained: You must maintain accurate and complete records of:
– All client bookings, including booking confirmations, invoices, and receipts
– All client communications
– All financial transactions, including payments received and commissions earned
– All complaints and their resolution
– Customer due diligence records (where applicable)
– Training completion certificates
– All pricing amendments and supporting documentation
– All invoices issued to clients

38.2 Retention Period: Records shall be retained for a minimum period of 6 years from the date of the transaction or booking, or such longer period as may be required by applicable law.

38.3 Format: Records may be maintained in electronic or paper format, provided that they are readily accessible and can be produced upon request.

38.4 Access by The JLT Group: You must provide The JLT Group with access to all records upon reasonable request for the purposes of audits, compliance checks, or investigation of complaints or disputes.

39. Relationship with Third-Party Suppliers

39.1 Preferred Suppliers: You must book travel services through The JLT Group’s preferred suppliers, as notified to the Agent from time to time.

39.2 Supplier Terms and Conditions: All bookings are subject to the terms and conditions of the relevant third-party supplier. You must ensure that clients are informed of and agree to the supplier’s terms and conditions.

39.3 Supplier Failure: The JLT Group shall not be liable for any failure by a third-party supplier to provide the contracted services. However, where applicable, clients shall be protected under ATOL or other financial protection schemes.

39.4 Commission Arrangements: Commission rates and arrangements with suppliers are Confidential Information and shall not be disclosed to clients or third parties.

39.5 Direct Supplier Relationships: You must not establish direct relationships with The JLT Group’s preferred suppliers for the purpose of bypassing The JLT Group or obtaining more favourable commission rates, during the term of this Agreement and for 12 months following termination.

40. Warranties and Representations

40.1 Agent Warranties: The Agent warrants and represents that:
– They have the legal capacity and authority to enter into this Agreement
– They are not subject to any other agreement or obligation that would prevent them from performing their obligations under this Agreement
– All information provided to The JLT Group in connection with this Agreement is accurate and complete
– They will comply with all applicable laws and regulations in performing their obligations under this Agreement

40.2 Company Warranties: The JLT Group warrants and represents that:
– It has the legal capacity and authority to enter into this Agreement
– It holds all necessary licences, registrations, and approvals to operate as a travel organiser, including a valid ATOL licence
– It will provide the services outlined in this Agreement in a professional manner

40.3 Disclaimer: Except as expressly set out in this Agreement, neither Party makes any warranties or representations, express or implied, including any implied warranties of merchantability or fitness for a particular purpose.

41. Audit Rights

41.1 Right to Audit: We may conduct audits and compliance checks of the Agent’s records, systems, and practices to verify compliance with this Agreement, the Code of Conduct, and applicable laws and regulations.

41.2 Frequency: Audits may be conducted periodically, but not more than twice per calendar year unless there is reasonable suspicion of non-compliance or breach.

41.3 Notice: The JLT Group shall provide the Agent with at least 10 business days’ notice of an audit, except in cases of suspected fraud or serious misconduct, where no notice is required.

41.4 Scope: Audits may include review of:
– Booking records and financial transactions
– Client communications and complaint records
– Compliance with training requirements
– Data protection and security measures
– Customer due diligence records
– Pricing and margin compliance
– PTS Trust compliance
– System usage and data accuracy

41.5 Cooperation: You must cooperate fully with any audit and shall provide The JLT Group with access to all relevant records, systems, and personnel.

41.6 Remedial Action: If an audit identifies any non-compliance or breach, the Agent shall take all necessary remedial action within the timeframe specified by The JLT Group. Failure to do so may result in suspension or termination of Membership.

41.7 Costs: The costs of routine audits shall be borne by The JLT Group. However, if an audit reveals material non-compliance or breach, The JLT Group may recover the reasonable costs of the audit from the Agent.

42. Booking Ownership and Management

42.0 Booking Terms & Conditions: Agents must exclusively use The JLT Group’s official Booking Terms & Conditions for all client bookings. A copy must be provided to every client, and their acceptance confirmed, before any deposit is paid or booking confirmed. Agents must not deviate from, amend, or substitute these terms with personal or third-party alternatives. Using any other terms and conditions constitutes a material breach of this Agreement.

42.1 Booking Ownership: All bookings made by the Agent through The JLT Group’s systems and under The JLT Group’s ATOL licence and PTS Trust protection are the property of The JLT Group, regardless of whether the client was sourced by the Agent or the Company.

42.2 Client Responsibility: While bookings belong to The JLT Group, clients remain the Agent’s responsibility for service delivery, communication, and relationship management during the term of this Agreement, subject to Section 42.3.

42.3 JLT’s Right to Contact Clients: We may contact clients directly in the following circumstances:
– The Agent has failed to meet their service obligations to the client
– The Agent is unresponsive or unavailable
– There is an emergency or urgent matter affecting the client’s booking
– The Agent’s Membership has been terminated
– The JLT Group needs to provide regulatory or safety information
– The Agent has breached this Agreement or the Code of Conduct
– As required by law or regulation

42.4 Client Contact Information: The Agent must ensure that up-to-date and accurate client contact information is maintained in The JLT Group’s booking system at all times, in accordance with the requirements set out in Appendix K.

42.5 Booking Retention on Termination: Upon termination of the Agent’s Membership:
– All Active Bookings shall be retained by The JLT Group
– The JLT Group shall assume full responsibility for managing and servicing such bookings
– Commission treatment shall be determined in accordance with Section 16.10

43. Pricing and Margin Controls

43.1 Pricing Autonomy: The Agent has autonomy to set their own selling prices and margins for travel services, subject to the restrictions and requirements set out in this Section 43 and Appendix J.

43.2 Net Rate Bookings & Family Vouchers: Selling travel to clients at the Net Rate is strictly prohibited. Net rates are reserved exclusively for the Agent’s own personal travel. However, each Agent will receive two (2) “Family & Friends” vouchers annually. These vouchers permit the Agent to sell at Net Rate (or below the 6% gross minimum threshold) on two selected bookings per calendar year. When redeeming a Family & Friends voucher, the Agent must ensure that all PTS Trust fees and card processing fees are fully covered within the price charged to the client.

43.3 Minimum Margin Standards: The Agent must maintain a minimum margin of 6% gross (excluding VAT on commission) on all Client Travel bookings. Pricing below these standards constitutes Detrimental Pricing and is prohibited, except where a Family & Friends voucher is being redeemed in accordance with Section 43.2.

43.4 Personal Booking Exception: Personal Bookings may be made at Net Rate, provided that:
– The Agent is a named traveller on the booking
– The booking meets the definition of Personal Booking in Section 2
– All applicable bank and PTS charges are covered in full by the Agent
– The booking is clearly marked as a Personal Booking in the system

43.5 Price Lock After Booking Processed: Once a booking has been Processed (as defined in Section 2), the Agent may not amend the final selling price to the client without:
– Issuing an updated invoice to the client detailing the amendments
– Providing written communication to the client explaining the reason for the price change
– Obtaining client acknowledgment of the price change
– Uploading all supporting documentation to The JLT Group’s booking system

43.6 Price Increase Requirements: Any price increase must be:
– Justified by changes in supplier costs, taxes, fees, or other legitimate factors
– Communicated to the client in writing with full explanation
– Supported by updated invoices and documentation
– Compliant with consumer protection laws

43.7 Price Reduction Restrictions: Any price reduction after a booking has been Processed must:
– Not result in pricing below the Minimum Margin Standards (Appendix J)
– Be supported by updated invoices and client communication
– Not constitute Detrimental Pricing
– Be uploaded to the booking system with full justification

43.8 Detrimental Pricing Prohibition: The Agent must not reduce prices to a level that is Detrimental to the business, as defined in Section 2 and Appendix J. Detrimental Pricing includes but is not limited to:
– Pricing below cost
– Pricing below Minimum Margin Standards
– Pricing that causes reputational damage to The JLT Group
– Pricing that undermines market rates or supplier relationships

43.9 Consequences of Pricing Violations: Breach of this Section 43 may result in:
– Formal written warning
– Requirement to correct pricing immediately
– Forfeiture of commission on the affected booking
– Suspension of booking privileges
– Termination of Membership for serious or repeated violations

43.10 Pricing Approval: We may require prior approval for pricing in the following circumstances:
– Bookings exceeding £50,000 in Total Booking Value
– Pricing below standard market rates
– Complex multi-component bookings
– Any booking where the Agent is uncertain about appropriate pricing

44. Personal Booking Policy

44.1 Definition: Personal Bookings are bookings made by the Agent for their own personal travel as defined in Section 2.

44.2 Eligibility for Net Rate: Personal Bookings may be made at Net Rate, subject to the requirements in this Section 44.

44.3 Requirements for Personal Bookings:
– The Agent must be a named traveller on the booking
– The booking must be for the Agent’s own leisure or business travel purposes
– All applicable bank and PTS charges must be covered in full by the Agent
– The booking must be clearly marked as “Personal Booking” in The JLT Group’s system
– The Agent must not resell or transfer the booking to a third party

44.4 Family Members: Bookings for the Agent’s immediate family members (spouse/partner, children, parents, siblings) travelling with the Agent may be included in a Personal Booking at Net Rate, provided the Agent is also a named traveller on the booking.

44.5 Prohibited Personal Bookings: The following do not qualify as Personal Bookings and must be priced as Client Travel:
– Bookings for friends, extended family, or colleagues (unless the Agent is also travelling)
– Bookings where the Agent is not a named traveller
– Bookings made on behalf of or for the benefit of any client or third party
– Bookings intended for resale or commercial purposes

44.6 Charges Must Be Covered: All Personal Bookings must have all applicable bank-related charges and PTS Trust charges covered in full by the Agent. These charges must not be absorbed by The JLT Group.

44.7 Misuse of Personal Booking Privilege: Misuse of the Personal Booking privilege, including falsely marking Client Travel as Personal Bookings to avoid margin requirements, constitutes fraud under the Code of Conduct and may result in:
– Immediate termination of Membership
– Recovery of all lost margins and fees
– Legal action for fraud
– Reporting to relevant authorities

44.8 Record Keeping: The Agent must maintain clear records distinguishing Personal Bookings from Client Travel, which shall be available for audit in accordance with Section 41.

45. Invoice and Documentation Standards

45.1 Invoice Requirement: The Agent must issue a clear, detailed invoice to the client for every booking, including:
– Client name and contact information
– Booking reference number
– Detailed breakdown of all travel services included
– Itemized fees, charges, and taxes
– Total amount payable
– Payment terms and due dates
– The JLT Group’s company information and ATOL number (where applicable)
– Agent contact information

45.2 Invoice Timing: Invoices must be issued:
– At the time of booking confirmation (initial invoice)
– Upon any price amendment (updated invoice)
– Prior to final payment due date (final invoice)

45.3 Updated Invoices for Price Amendments: Any amendment to the selling price after a booking has been Processed must be supported by:
– An updated invoice clearly showing the price change
– Written communication to the client detailing:
– The reason for the amendment
– The amount of the change
– Any impact on payment schedule
– Client rights under consumer protection laws
– Client acknowledgment of the amendment (email confirmation or signed acceptance)

45.4 Documentation Upload: All invoices and client communications regarding price amendments must be uploaded to The JLT Group’s booking system within 2 business days of issuance.

45.5 Client Communication Standards: All client communications must be:
– Professional and courteous
– Clear and transparent
– Compliant with consumer protection laws
– Accurate and truthful
– Retained for record-keeping purposes

45.6 Prohibited Practices: The Agent must not:
– Issue invoices with hidden fees or charges
– Provide misleading or inaccurate information on invoices
– Fail to disclose material terms or conditions
– Issue invoices that do not comply with UK invoicing requirements

45.7 Template Invoices: The JLT Group may provide template invoices for Agent use. Use of these templates is recommended but not mandatory, provided that Agent-created invoices meet all requirements in this Section 45.

46. System Usage Requirements

46.1 Booking System Access: The Agent is granted access to The JLT Group’s booking system for the purpose of making and managing bookings in accordance with this Agreement.

46.2 Data Entry Standards: The Agent must:
– Enter all booking information accurately and completely
– Update booking information promptly when changes occur
– Ensure all mandatory fields are completed
– Use correct booking codes, supplier references, and client information
– Mark Personal Bookings appropriately

46.3 Required Client Information: The Agent must enter and maintain the following client information in the booking system for every booking, as detailed in Appendix K:
– Full name (as per travel documents)
– Email address
– Mobile phone number
– Alternative contact number (where available)
– Full address
– Date of birth (where required by supplier or regulations)
– Passport details (where applicable)
– Special requirements or accessibility needs
– Emergency contact information (for complex or long-haul bookings)

46.4 Up-to-Date Information: Client contact information must be kept up-to-date at all times. If the Agent becomes aware of any changes to client contact details, the booking system must be updated within 2 business days.

46.5 System Misuse Prohibition: The Agent must not:
– Share system login credentials with unauthorized persons
– Access or modify bookings that are not their own without authorization
– Use the system for any purpose other than legitimate business activities
– Attempt to circumvent system controls or security measures
– Delete or alter records to conceal errors or violations
– Extract data for unauthorized purposes

46.6 System Security: The Agent must:
– Keep login credentials confidential and secure
– Use strong, unique passwords
– Log out of the system when not in use
– Report any suspected unauthorized access immediately
– Comply with all system security policies

46.7 Consequences of System Misuse: Breach of this Section 46 may result in:
– Immediate suspension of system access
– Formal written warning
– Termination of Membership
– Legal action for damages caused by misuse

47. Client Communication Rights

47.1 JLT’s Right to Contact Clients: We may contact clients directly in the circumstances set out in Section 42.3.

47.2 Notice to Agent: Where practicable, The JLT Group will notify the Agent before contacting their clients directly, except in emergency situations or where the Agent is unresponsive.

47.3 Agent Cooperation: The Agent must cooperate with The JLT Group in facilitating client communication, including providing up-to-date contact information and background on any issues affecting the booking.

47.4 Client Service Standards: When The JLT Group contacts clients directly, it will maintain the same professional service standards expected of Agents and will act in the best interests of both the client and The JLT Group.

47.5 Emergency Situations: In emergency situations affecting client safety or travel plans, The JLT Group may contact clients immediately without prior notice to the Agent.

48. PTS Trust Compliance

48.1 Mandatory PTS Trust Use: All client funds for package travel bookings must be paid directly into the PTS Trust account in accordance with the Package Travel and Linked Travel Arrangements Regulations 2018.

48.2 Prohibition on Direct Client Payments to Agent: The Agent is strictly prohibited from receiving client funds directly into their personal or business bank accounts. All client payments must be processed through The JLT Group’s approved payment methods that direct funds into the PTS Trust.

48.3 Legal Requirement: The requirement in Section 48.2 is mandated by the Package Travel Regulations and JLT processes. Breach of this requirement constitutes:
– A breach of Package Travel Regulations
– A material breach of this Agreement
– Potential criminal conduct
– Grounds for immediate termination of Membership

48.4 Approved Payment Methods: Client payments must be processed through:
– The JLT Group’s designated merchant processor
– Direct bank transfer to the PTS Trust account (with prior authorization)
– Any other payment method explicitly approved by The JLT Group in writing

48.5 Bank and PTS Charges: All bookings, including Personal Bookings, must have all applicable bank-related charges and PTS Trust protection charges covered in full, as specified in Section 6.10.

48.6 Detailed Requirements: The Agent must comply with all PTS Trust requirements as detailed in Appendix I, including:
– Payment processing procedures
– Fund handling protocols
– Reporting requirements
– Record-keeping obligations
– Client communication requirements

48.7 Training and Understanding: The Agent must complete all PTS Trust training provided by The JLT Group and demonstrate understanding of PTS Trust principles before being authorised to make bookings.

48.8 Consequences of Breach: Breach of PTS Trust requirements may result in:
– Immediate suspension of booking privileges
– Immediate termination of Membership
– Reporting to regulatory authorities
– Legal action to recover misappropriated funds
– Criminal prosecution where applicable

48.9 Agent Acknowledgment: The Agent acknowledges that they have read and understood the PTS Trust requirements and agree to comply with them at all times.

49. Booking Handover Procedures

49.1 Handover Obligation (Option B only): This Section applies only where the Agent has chosen Option B (Handover to JLT) under Section 16.3. Agents who choose Option A (Self-Management) do not have a handover obligation and retain full responsibility for their Active Bookings until all travel is completed.

49.2 Handover Timeline: Where Option B applies, the handover process must be completed within the 30-day notice period, or immediately upon termination if Membership is terminated by The JLT Group.

49.3 Handover Requirements: The Agent must provide The JLT Group with:
– Complete and up-to-date booking information for all Active Bookings
– All client contact information as specified in Appendix K
– Copies of all invoices, client communications, and booking confirmations
– Details of all payments received and outstanding balances
– Information on any special requirements, complaints, or issues
– Supplier booking references and contact information
– Any other information reasonably required to service the bookings

49.4 Handover Meeting: The JLT Group may require the Agent to attend a handover meeting (in person or virtual) to discuss Active Bookings and ensure smooth transition of client service.

49.5 Client Notification: The JLT Group will determine the appropriate method and timing for notifying clients of the change in their servicing agent. The Agent must cooperate with this process and must not contact clients to undermine the transition.

49.6 Ongoing Obligations: Until the handover is complete, the Agent remains responsible for servicing Active Bookings in accordance with this Agreement.

49.7 Failure to Complete Handover: If the Agent fails to complete a proper handover:
– The Agent forfeits all commission on Active Bookings
– The 2% transaction fee specified in Section 16.6.2 will apply to all affected bookings
– The JLT Group may pursue additional damages for costs incurred
– The Agent remains liable for any client complaints or issues arising from inadequate handover

49.8 Post-Termination Client Contact (Option B): Where Option B applies, after the handover is complete, the Agent must not contact clients regarding bookings that have been handed over to The JLT Group, except with prior written consent from The JLT Group. This restriction does not apply to agents who chose Option A, who retain their client relationships throughout.