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Agency Registration Terms & Conditions Agreement

Mention the Names of Both the Parties:

Give the names and addresses of the two parties who are going to sign the agreement, i.e. the company and the travel agency or the names of those who are going to sign on their behalf. For the company, it will be a member of the Board of Directors, while the agency may authorize a representative to sign the document on their behalf.

Specify the Purpose of the Agreement:

Define the subject or purpose of the agreement. Here the agent agrees to work on behalf of the promoter and engage in booking tickets, rooms and transport services for the company with the objective of expanding its customer base. The agency will be allowed to use the promotional material of the company to advertise for these services.

Explain the Terms of Booking and Payment:

The terms of payment will make it clear that all booking details should be sent to the promoter before the final confirmation. The promoter has the right to alter or cancel the booking due to any reason whatsoever. The entire booking amount received will be sent to the promoter within seven days after confirmation and three days after confirmation in case of emergency bookings.

Be Clear About Liabilities and Cancellation Charges:

The travel agency will be held fully responsible for all the transactions made in the name of the company using the company account. In case of cancellation of bookings due to the agent, he will be liable to pay a certain amount as a loss recovery, according to the agreement. The company may apply some additional charges before signing the agreement.

Duration of Agreement and Bank Details of Both the Parties:

The agreement will need to specify the date of agreement and the duration for which it remains valid. If one of the parties wants to discontinue the contract, they may do so by giving an appropriate notice for the same. The bank details of both parti es should be clearly mentioned for transaction purposes.

Reserved Rights:

Agency hereby acknowledges and agrees that this agreement shall in no way mean that ISHANI RESORTS AND HOSPITALITY SERVICES rights are limited with regard to ISHANI RESORTS AND HOSPITALITY SERVICES business. ISHANI RESORTS AND HOSPITALITY SERVICES and its affiliates, parents, subsidiaries, or related the Business, the system, and the proprietary marks. Agency additionally acknowledges and agrees that Agency is not entitled to any exclusivity or other territorial rights, except as specifically delineated in this agreement.

Advertising:

(a)Agency hereby agrees to use and prominently display the ISHANI RESORTS AND HOSPITALITY SERVICES Marketing materials and proprietary marks solely in connection with the new Agency business

The ISHANI RESORTS AND HOSPITALITY SERVICES may request reports regarding Agency’s advertising expenditure and activities at ISHANI RESORTS AND HOSPITALITY SERVICES sole and exclusive discretion. (b)Agency agrees not to advertise or market the new Agency business in any way which may disparage or detract from the reputation of ISHANI RESORTS . If Agency has not received prior approval for any marketing materials, Agency agrees to submit such materials to ISHANI RESORTS AND HOSPITALITY SERVICES for approval, which ISHANI RESORTS AND HOSPITALITY SERVICES will approve or deny in a reasonable time period

Specify the Purpose of the Agreement:

Define the subject or purpose of the agreement. Here the agent agrees to work on behalf of the promoter and engage in booking tickets, rooms and transport services for the company with the objective of expanding its customer base. The agency will be allowed to use the promotional material of the company to advertise for these services.

Compliance with operating system:

ISHANI RESORTS AND HOSPITALITY SERVICES hereby agrees to comply with the following operating standards: Agency hereby agrees to strictly comply with ISHANI RESORTS system, outlined by ISHANI RESORTS AND HOSPITALITY SERVICES to Agency. Such information will be given in the form of a manual, training provided or written document. Any failure of Agency to comply with the System standards shall be grounds for termination of this agreement.

Terms & termination:

The term of this agreement shall begin on the commencement date listed at the end of this document and will end on the expiration date, as defined below unless this is agreement is terminated sooner as listed in the provision and elsewhere within this agreement. If the dates set fort at the end of this document are different, this agreement is to be considered effective as of the date that both parties have signed the agreement, which may be the later date Validity of this contract shall come to expiration when both parties agree to revoke the contract.

If for any reason, Agency does not open the New Agency Business by the Opening date, ISHANI RESORTS AND HOSPITALITY SERVICES shall be entitled to the following remedies, at ISHANI RESORTS sole and exclusive election:

(a)ISHANI RESORTS AND HOSPITALITY SERVICES shall allow Agency additional time to open the New Agency Business, leaving the Expiration Date as is: or

(b)ISHANI RESORTS AND HOSPITALITY SERVICES shall require Agency to enter into a new Agency agreement with a new Opening date and possible new Expiration date at the sole and exclusive discretion of ISHANI RESORTS AND HOSPITALITY SERVICES.

ISHANI RESORTS AND HOSPITALITY SERVICES shall have the ability to terminate this agreement for good cause, defined as any material breach of this agreement. Specifically, Agency acknowledges and agrees that the following acts (considered a non-exhaustive list, not including each specific material breach of this agreement) shall be cause of immediate termination:

(a)Abandonment of the New Agency Business for a period of (10) consecutive days or any shorter period of time if ISHANI RESORTS AND HOSPITALITY SERVICES has determined that Agency does not intend to continue operation of the new Agency business;

(b)Agency’s bankruptcy or insolvency

(c)Any levy made upon the New Agency Business;

(d) The right to occupy the physical space of the new Agency Business is lost or terminated in any way;

(e) The Agency is convicted of a felony on any criminal misconduct to the operation of the New Agency Business;

(f)ISHANI RESORTS AND HOSPITALITY SERVICES discovers a material misrepresentation made by Agency in connection with this Agreement;

(g)Agency engages in any behavior which would impair the ISHANI RESORTS trademark, trade name, or any other commercial-valuable intellectual property;

(h)Agency behaves in any manner which would reflect poorly on the reputation and goodwill of ISHANI RESORTS AND HOSPITALITY SERVICES or fail to act in a commercial reasonable manner; or

(i)Agency fails to pay any fees, cost, charges or other amount due under this agreement

The Agency must be given written notice of termination in advance of such termination and the notice must state the reason for termination clearly. The Agency may also be given an opportunity to cure if the termination is not being undertaken as a result of one of the good cause reasons listed above.

Rights & obligation on termination:

In the event this agreement naturally expires or is terminated, Agency hereby agrees to undertake the following acts:

(a)Immediately cease to use the Proprietary marks and the system for any business and return, any manuals, specifications, forms, memoranda, training materials, advertising materials, instruction, and material with the Proprietary Marks listed on them to ISHANI RESORTS ; and

(b)Remove any signs or advertisements which identify ISHANI RESORTS AND HOSPITALITY SERVICES and ISHANI RESORTS business from the new Agency business and perform any remodeling or redecoration which may be required by ISHANI RESORTS AND HOSPITALITY SERVICES to distinguish it further from ISHANI RESORTS business.

ISHANI RESORTS shall retain any and all fees and other monies paid pursuant to this Agreement. ISHANI RESORTS AND HOSPITALITY SERVICES shall also have the ability, at ISHANI RESORTS election, to purchase Agencies interest in any lease, physical space, furniture, fixtures, equipment or other tangible assets. The purchase price shall be the lesser of the Agencies cost or the then fair market value of such tangible property, as assessed by an independent appraiser.

If there are any feed owed to the ISHANI RESORTS AND HOSPITALITY SERVICES at the expiration or termination of this agreement, Agency shall pay them immediately. If the termination is by reason of the Agencies breach or default, such sums shall include any and all damages, costs, and expenses incurred by ISHANI RESORTS AND HOSPITALITY SERVICES.

ISHANI RESORTS AND HOSPITALITY SERVICES shall retain all rights and remedies after the termination or expiration of this agreement. Furthermore, such expiration or termination shall not release Agency of any obligation to ISHANI RESORTS AND HOSPITALITY SERVICES at the time of the expiration or termination nor terminate those obligations and liabilities of Agency which, by their nature, survive the expiration or termination of this agreement.

Contract renewal:

If Agency should like to renew the parties relationship at the end of its term, Agency shall provide a written request for renewal to ISHANI RESORTS AND HOSPITALITY SERVICES at least the following period prior to the contract revoke date. Written document shall describe that the particular request is for the one additional term as defined in the Agreement.

Agency here by the acknowledges and agrees that the terms of any agreement to renewal (‘Renewal Agreement’) may be substantially different, including any royalty or Agency fees and any other terms at ISHANI RESORTS sole and exclusive discretion.

In order to be considered for renewal, Agency shall have met each of the following conditions (s):

Despite meeting the above listed condition(s) , Agency acknowledges and agrees that ISHANI RESORTS AND HOSPITALITY SERVICES shall in no way be obligated to issue any Renewal Agreement to Agency.

If ISHANI RESORTS decides, in ISHANI RESORTS sole and exclusive discretion, that a Renewal Agreement shall be offered to Agency, Agency shall execute such agreement in a timely manner.

The parties acknowledge and agree that this agreement confers no automatic right or other rights to renewal, continuation, or a subsequent Agency agreement on or after the Expiration Date. If ISHANI RESORTS AND HOSPITALITY SERVICES elects not to renew, written notice must be provided to the Agency at least 180(one hundred and eighty) days in advance.

If Agency enters into any new lease or extends any lease for tenancy of the new Agency Business extending beyond the Term, Agency acknowledges that Agency shall be doing so at its own risk.

ISHANI RESORTS AND HOSPITALITY SERVICES obligation:

(a)Prior to the Opening date, ISHANI RESORTS AND HOSPITALITY SERVICES shall provide initial training for Agency and portions of Agencies staff, in ISHANI RESORTS sole and exclusive discretion. The ISHANI RESORTS AND HOSPITALITY SERVICES is not obligated to train more than one person, but may allow additional staff if ISHANI RESORTS AND HOSPITALITY SERVICES sees fit

(b)Prior to the opening date, ISHANI RESORTS AND HOSPITALITY SERVICES shall loan or otherwise provide a copy of an operations manual to Agency for the purpose of allowing Agency to become familiar with ISHANI RESORTS requirement.

(c)Prior to the opening date, ISHANI RESORTS AND HOSPITALITY SERVICES shall provide Agency with standard criteria for the design and configurations required for the New Agency Business, including exterior and interior design and layout, fixtures, furnishings, equipment and signage.

(d) Prior to the opening date, ISHANI RESORTS AND HOSPITALITY SERVICES shall inspect the New Agency Business to determine that it reasonably conforms to the requirements of ISHANI RESORTS AND HOSPITALITY SERVICES.

(e)ISHANI RESORTS AND HOSPITALITY SERVICES shall provide certain pre-opening and opening assistance and guidance to Agency, as ISHANI RESORTS AND HOSPITALITY SERVICES appropriate in ISHANI RESORTS sole and exclusive discretion.

(f)The ISHANI RESORTS AND HOSPITALITY SERVICES will continue to make available ISHANI RESORTS products for sale to Agency, so that Agency may effectively run the New Agency Business.

(g)ISHANI RESORTS AND HOSPITALITY SERVICES shall provide Agency with advisory assistance from time to time, including with the provision of information, data, manuals, techniques, and possibly materials regarding the New Agency Business and its operation.

Relocation or outside sales:

No part of this agreement permits Agency any rights to relocate the New Agency Business, use the System outside the New Agency Business, or engage in any services or sell any goods bearing the Proprietary marks outside the territory, If ISHANI RESORTS AND HOSPITALITY SERVICES occasionally agrees to allow Agency to engage in business outside the territory, This shall not be considered a waiver of the foregoing. ISHANI RESORTS AND HOSPITALITY SERVICES shall have specific requirements applicable to any sales and services outside the territory.

Proprietary marks:

(a)ISHANI RESORTS Retained Rights: Agency hereby acknowledges and accepts that ISHANI RESORTS AND HOSPITALITY SERVICES is the owner of all rights, title and interest in and to the proprietary marks. As such, ISHANI RESORTS AND HOSPITALITY SERVICES agrees to indemnify and hold Agency harmless against any claims that the Agencys use of the Proprietary Marks infringes on the rights of any third party. In such a scenario, Agency agrees to immediately notify ISHANI RESORTS AND HOSPITALITY SERVICES of the claim, as well as cooperate to the maximum extent possible in ISHANI RESORTS defense and or settlement of the claim. (b) Agencies Use: In conjunction with other provision in the agreement, ISHANI RESORTS AND HOSPITALITY SERVICES hereby grants Agency a limited, non-exclusive, revocable license to use, reproduce, publicly display, or distribute the Proprietary marks for the agreed-upon terms set forth in this agreement. The proprietary marks used for any purpose not directly related to these terms must be with the express written permission of ISHANI RESORTS

Holidays LLC and may include the payment of additional fees unless otherwise agreed to in writing. (c)Agency agrees to use the Proprietary marks in substantially the same manner as used by ISHANI RESORTS AND HOSPITALITY SERVICES as part of the system, specifically as follow:

Agency may also be requested by ISHANI RESORTS AND HOSPITALITY SERVICES to identify itself as a licensee or Agency in a certain manner and must do so

(d)Agency may not assign, transfer. Sublicense or otherwise allow any other person or business to use any of the Proprietary marks and may not hold itself out as an agent of Agency through the use of the Proprietary marks.

(e)Agency will not use, display, or apply for registration with or register with any local, state, or federal government any name or marks that are similar to any of the Proprietary marks, in ISHANI RESORTS sole and exclusive discretion.

(f)Agency hereby agrees to comply with all ISHANI RESORTS instructions regarding any required filings for fictitious or business names, as well as execute and maintain any necessary paperwork to run the New Agency business and use the proprietary marks.

(g) If any litigation ensues or is threatened regarding the Proprietary Marks against Agency, Agency shall immediately notify ISHANI RESORTS AND HOSPITALITY SERVICES in writing and co operate fully in ISHANI RESORTS defense or settlement of the claim. Agency agrees not to institute any litigation or make any demand or serve any notice of any legal action without first obtaining the written prior consent of ISHANI RESORTS AND HOSPITALITY SERVICES. The ISHANI RESORTS AND HOSPITALITY SERVICES has the right to bring such action and to join Agency. (h)Agency agrees that ISHANI RESORTS and any affiliates is the owner of all rights, title, and interest in and to the Proprietary marks, as well as the goodwill associated with such marks, and that such marks are valid to identify the ISHANI RESORTS business and system, as well as those additional Agencys that operate using the system.

(i)The ISHANI RESORTS AND HOSPITALITY SERVICES may, at ISHANI RESORTS sole and executive discretion, replace, add, delete or otherwise modify the Proprietary Marks. If ISHANI RESORTS take any such action, Agency hereby agrees to accept the new Proprietary Marks and bear the cost of confirming the New Agency business for the new Proprietary Marks.

(j)Agency agrees, now and hereafter, not to attack the ownership, title or rights of ISHANI RESORTS AND HOSPITALITY SERVICES or ISHANI RESORTS affiliates in an of the Proprietary Marks, contest the validity of any of the Proprietary Marks, take any action which could jeopardize or infringe upon the Proprietary marks or misuse the proprietary marks in any way.

(k)Agency acknowledges and agrees that Agency has no ownership interest in any of the Proprietary Marks, the Systems, or any other intellectual property belonging to ISHANI RESORTS AND HOSPITALITY SERVICES and /or ISHANI RESORTS affiliates and that any license granted hereunder is non-exclusive and shall be in effect only for the term of this Agreement and Agency relationship with ISHANI RESORTS AND HOSPITALITY SERVICES. Agency further acknowledges and agrees that Agency is not owed any intellectual property rights by ISHANI RESORTS Holidays LLC and that this license is revocable at any time.

(l)Agency may not use any other marks in connection with a any of the Proprietary Marks, unless Agency has received specific prior written approval from ISHANI RESORTS AND HOSPITALITY SERVICES.

Quality control:

The ISHANI RESORTS AND HOSPITALITY SERVICES shall have the unconditional right to inspect the new Agency business to assure quality control. The ISHANI RESORTS AND HOSPITALITY SERVICES may send representatives from time to time, for the purposes of observation, examination, and evolution with the prior notice of 10 days.

The ISHANI RESORTS AND HOSPITALITY SERVICES may, at its sole discretion, send Agency an inspection report, and demand that Agency immediately complies with any and all deficiencies or unsatisfactory conditions. If Agency fails to correct any deficiency within the time period written on the inspection report or communicated by the ISHANI RESORTS AND HOSPITALITY SERVICES, ISHANI RESORTS AND HOSPITALITY SERVICES shall have the right to implement a required fee for Agency or terminate this agreement, as ISHANI RESORTS AND HOSPITALITY SERVICES may see fit.

No wavier:

None of the terms of this agreement shall be deemed to have been waived by an act or acquiescence of ISHANI RESORTS AND HOSPITALITY SERVICES. Only an additional written agreement can constitute waiver of any of the terms of this agreement between the parties. No wavier of any term or provision on a future date. Failure of ISHANI RESORTS AND HOSPITALITY SERVICES to enforce any term of this agreement shall not constitute waiver of such term or any other terms.

Force majeure:

Neither Party is liable for any failure to perform due to cause beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, pandemic and other acts which may be due to unforeseen circumstances.

Quality control:

If Agency should like to renew the parties relationship at the end of its term, Agency shall provide a written request for renewal to ISHANI RESORTS AND HOSPITALITY SERVICES at least the following period prior to the contract revoke date. Written document shall describe that the particular request is for the one additional term as defined in the Agreement.

Indemnity:

Each party (“Indemnifying Party”) hereby agrees to indemnify and hold the other party harmless from all damages, cost attorneys fees or other loose arising out of or relating to the breach of this Agency Agreement by the Indemnifying Party.

Severability:

If any provision of this Agency Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, and this Agency agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Any invalid, illegal or unenforceable provision of this Agency Agreement shall be replaced with a provision that is valid and enforceable and most nearly gives affects to the original intent of the invalid/ unenforceable provision.

No other rights granted:

Nothing in the Agreement is intended to grant any rights under any patent, copyright or other intellectual property rights of any Party in favor of the other, nor shall this agreement be construed to grant any party any rights in or the other Party’s Confidential Information, except the limited right to use such Confidential Information in connection with the proposed relationship between the parties. The Receiving party shall not receive any intellectual property rights in the Confidential Information other than a limited right to use the Confidential Information for the Purposes specified in this agreement. All intellectual property rights shall continue to vest with the disclosing party. The Disclosing party shall retain all title, interest and rights and all intellectual property and proprietary rights in the Confidential Information. No License under any trademark, patent or copyright, or application for same which are now or thereafter may be obtained by disclosing Party is either granted or implied by the conveying of the Confidential Information. The receiving party shall not conceal, alter, obliterate. Mutilate, deface or otherwise interfere with any trademark, trademark notice, confidentiality notice or any notice of any other proprietary right of the Disclosing party on any copy of the Confidential Information, and shall reproduce any such mark or notice on all copies of such Confidential Information. Likewise, the receiving party shall not add or emboss its own or any other mark, symbol or logo on such Confidential Information.

Amendments:

Any change, alteration, amendments, or modification to this Agency Agreement must be in writing and signed by authorized representative of both parties.

Governing law:

This agreement and all issue arising out of the same shall be construed in accordance with the laws of UAE.