This is an agreement between an agent and the carrier as concerns air transport or services. The carrier is usually a member of the International Air Transport Association known by its acronym “IATA).
This agreement is usually entered into by the company represented by any delegated member of management from its principal office called the Agent and the Director General of IATA.
The mandatory clauses in an air passenger sales agreement are as follows;
- Effectiveness Clause
This clause talks about the agreement becoming effective between the Agent and the Carrier in accordance with the Sales Agency Rules applicable in the country(ies) of the Agent’s location(s).
2. Rules, Resolutions and Provisions Incorporated in Agreement Clause
This clause specifies the terms and conditions governing the relationship between the Carrier and the Agent usually by referring to the Travel Agent’s Handbook.
The clause also specifies that the Agent acknowledges haven received the current edition of the Handbook and has acquainted itself with the contents thereof.
The clause further specifies that the Agency Administrator shall continue to provide the Agent with subsequent editions of the Handbook and all amendments thereto.
This clause equally specifies that the terms and expression used in the agreement shall, unless the context otherwise requires have the meanings respectively provided for in the Sales Agency Rules.
3. Selling Carriers Services Clause
This clause gives the Agent the authorization to sell air passenger transportation on the services of the Carrier and other carriers authorized by the Carrier. This clause further provides the scope of interpretation of the sale of air passenger transportation to mean all activities necessary to provide a passenger with a valid contract of carriage including but not limited the issuance of a valid Traffic Document and the collection of monies thereafter.
This clause also authorises the agent to sell such ancillary and other services as the Carrier may authorize.
This clause further emphasises that all services sold pursuant to the agreement shall be sold on behalf of the Carrier and in compliance with the Carrier’s tariffs, conditions of carriage and the written instructions of the Carrier as provided to the Agent. The Agent shall not in any way modify the terms and conditions set forth in any Traffic Document used for services provided by the Carrier.
According to this clause, the Agent shall make only such representations as are authorized in the Agreement and by the Carrier.
This clause also emphasises that with respect to any transportation, the Agent, its officers or employees may procure on the services of another air carrier which does not have the Agent under appointment, on the condition that the Agent undertakes that it will not directly or indirectly procure the sale of such transportation otherwise than strictly in accordance with the fares, rules and conditions applicable to the sale of such transportation as published in the tariff of the other carrier.
This clause also gives the Agent the responsibility to transmit to the Carrier such specific requests or particulars in connection with each customer as may be necessary to enable the Carrier to service each customer efficiently.
4. Observance of Laws and Regulations Clause
This clause specifies the scope to which the Agent shall observe all government laws and regulations applicable to the sale of air transportation or any other acts performed by the Agent under the agreement. The scope of such observance is the territory or territories of the Approved Locations of the Agent and in all territories to or through which the Agent may sell air passenger transportation.
5. Agency Designation Clause
This clause specifies that the Agent shall not represent itself as a ‘General Agent’ or use any other designation, such as ‘Air Lines Ticket Office’, which would indicate or imply in any way that its office is an office of the Carrier or any member.
6. Custody and Issue of Traffic Documents Clause
This clause stipulates that Traffic Documents deposited by the Carrier or by the Bank Settlement Plan Management on behalf of the Carrier as the case may be, are and remain the sole property of the Carrier or Plan Management until duly issued and delivered pursuant to a transaction under the Agreement; similarly, identification Plates deposited with the Agent are the sole property of the Carrier at all times.
This clause also specifies that the Carrier Plan Management acting on its behalf shall be entitled at any time to audit or procure an audit of Traffic Documents and Identification Plates, or to ascertain that security standards are met.
This clause further iterates that where the Carrier participates in an automated ticketing system for the issuance of Standard Traffic Documents or other neutral Traffic Documents and the Agent issues such Traffic Documents through the system on behalf of the Carrier, the Carrier may at any time withdraw from the Agent the authority to issue neutral Traffic Documents on its behalf.
This clause again states that in the event any part of an automated ticketing system is provided to the Agent by a third party, other than an airline participating in such system, the Agent undertakes to obtain written confirmation from the Carrier or the Coordinator that the relevant specifications, function and mode of operation of such system and any changes thereto, conform with standards that are acceptable.
7. Monies due by agent to Carriers-Remittance Clause
This clause has four major aspects as follows;
- The responsibility of remittance of the Agent to the Carrier of the amount payable in respect of monies received for a Traffic Document;
- The property regime of the carried being all monies collected by the Agent for transportation and ancillary services including applicable remuneration which the agent must hold in trust for the Carrier or on behalf of the Carrier;
- The Agent not authorized to pledge, cede, promise or otherwise transfer to a third party any claims to monies due to the Agent or Carrier, but not yet collected, for transportation and ancillary services sold under the Agreement;
- The immediate due and payable monies of the Carrier in the event of the Agent being subject to bankruptcy proceedings, placed under receivership, judicial administration, liquidation or becomes subject to similar legal process affecting normal operations.
8. Refunds Clause
This clause is to the effect that the Agent shall make refund only in accordance with the Carrier’s tariffs, conditions of carriage and written instructions, and against receipt.
9. Remuneration
According to this clause, for the sale of air transportation and ancillary services
by the Agent under this Agreement the Carrier shall remunerate the Agent in a manner and amount as may be stated from time to time and communicated to the Agent by the Carrier.
10. Records and Inspection Clause
This clause is to the effect that the Agent shall maintain adequate records and accounts, together with supporting documents, recording the details of all transactions effected under this Agreement.
11. Confidentiality Clause
This clause has three facets to wit;
- The Carrier agreeing that its officers, employees and agents including the Bank Settlement Plan Management where applicable will treat the information and datat relating to the Agent coming into its possession as confidential;
- The Agent agreeing that the Carrier, its officers, employees and agents; including the Bank Settlement Plan Management where applicable, may collect, process and disclose to other parties participating in the BSP, except to other Agents, such information and data for purposes of financial assessment of the Agent or of the orderly operation of agency administration or of the Bank Settlement Plan;
- The Agent agreeing that its officers, employees and any other person acting on the Agent’s behalf will treat information and data relating to the Carrier coming into its possession as confidential except to the extent required by law.
12. Transfer, Assignment, Change of Legal Status, Ownership, Name or Location Clause
This clause stipulates that the agreement shall not be assigned or otherwise transferred in whole or in part by the Agent to any other person or persons.
It also stipulates that the Agent gives prior notice in the event of changes in Legal Status, Ownership, name(s) etc to the Carrier.
13. Termination Clause
According to this clause, the agreement shall be terminated in the following circumstances;
- The Carrier withdraws its appointment of the Agent;
- The Agent withdraws from its appointment be the Carrier;
- The Agent is removed from the Agency list;
- The Agent relinquishes its IATA Approval/Accreditation.
14. Arbitration Clause
This clause usually stipulates that if any matter is reviewed by arbitration pursuant to the Sales Agency Rules, the Agent hereby submits to arbitration in accordance with such rules and agrees to observe the procedures therein provided and to abide by any arbitration award made thereunder.
15. Indemnities and Waiver Clause
This clause has three facets to wit;
- Indemnity of the Agent by the Carrier;
- Indemnity of the Carrier by the Agent; and
- Indemnity of the Carrier by the Agent under the circumstance of automated ticketing system for the issuance of neutral Traffic Documents.
16. Notices Clause
According to this clause, notices are deemed to have been sufficiently sent if sent by any means that provides proof of dispatch or receipt addressed, as appropriate to:
- The principal office of the Agent,
- The principal office of the Carrier, or
- The Agency Administrator at the address shown in the agreement.
17. Applicable Law Clause
This clause stipulates the law by which the agreement will be interpreted and governed.
18. Severability Clause
According to this clause, if any provision of this Agreement is held to be invalid, this shall not have the effect of invalidating the other provisions which shall nevertheless remain binding and effective between the parties.
19. Other Agreements Superseded Clause
This clause provides that the agreement shall supersede any and all prior passenger Sales Agency Agreements between the parties to the agreement with respect to approved locations of the Agent.
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