GEMA TRAVEL  CODE OF CONDUCT FOR PROMOTERS
PREAMBLE


Subject to inspection within the framework of the Law and compliance with the rules established or to be established by the ...


CLAUSE 1
Scope of application

The provisions of this Code of Conduct apply to all persons or entities that provide, regardless of their geographical location, services to GEMA TRAVEL, S.A., hereinafter referred to as OPERATOR, or to other entities that are or will be part of the GEMA TRAVEL Group, as PROMOTERS, irrespective of the extent of the specific activities proposed.

CLAUSE 2
Normative framework

1. Without prejudice to the autonomy and independence of PROMOTOR as a service provider, its relations with the OPERATOR shall be cumulatively governed by the agreement on the basis of which the inter-party relationship was established by this Code of Conduct, by the Internal Regulations of the OPERATOR, by the legal and regulatory provisions that are in force at any moment, in particular those issued by the regulators, namely by the World Tourism Organization, including the rules of conduct that may be set by this entity.

2.ÉIf, as a result of a new law or imperative regulation, this Code of Conduct appears to be partially mismatched, it will be derogated from that part, automatically incorporating the new regulations, at the very moment it enters in force.


CLAUSE 3
General principles of the promoter's activity

1. The PROMOTER is responsible only for promoting and raising the conclusion by the OPERATOR of the operations that, integrating the object of the latter, have been agreed upon by the parties in the contract referred to in the previous clause within the territorial area defined in the same contract, in compliance with the provisions in the Clause 2.

2. It is not allowed to carry out the activities of mediation, prospecting or commercial intermediation, without the PROMOTER having previously submitted to the OPERATOR the proof that, at any moment, it meets the legal and regulatory conditions, required for this purpose, including registration, if this is the case.

3. The PROMOTOR is expressly prohibited from entering into any contracts, commercial and/or financial transactions with the public, whatever they may be, in the same way that it is not allowed to receive from or give to the public any values.

CLAUSE 4
Formalization of contracts

1.: The operations raised by the promoter shall be imperatively presented to the OPERATOR, under the contractually stipulated terms.

2. The OPERATOR is always free to accept or refuse the operations presented to it by the PROMOTER, according to its own criteria.

3. In case of approval, the formalisation of the contract or operation will take place directly between the OPERATOR and the respective CUSTOMER.

CLAUSE 5
Relationship with the public

The PROMOTOR, in its relations with the public, must always act loyally and in good faith, with the greatest correction, transparency and urbanity, making known its quality, its functions and its limits, always being governed by criteria of diligence , neutrality, discretion and conscientious respect for the interests entrusted to it, assuring to customers in all activities, high levels of technical competence, rigour and accuracy, with full respect for all the duties imposed on it, namely information and secrecy.

CLAUSE 6
Relationship with the public

1.Without prejudice to what is set forth in paragraphs 2 to 3 of this clause, the relations between the PROMOTOR and the OPERATOR shall be governed by the provisions of Clause 5, with due adaptations.


2.The PROMOTER, whenever called for this purpose, undertakes to prove to the OPERATOR the timely fulfilment of its tax and social security obligations.


3.In the event of incidents or complaints regarding the activity or operations carried out by the PROMOTOR, it is obliged to receive them and give immediate knowledge of them to the OPERATOR.

CLAUSE 7
Conflict of interests

1. The PROMOTER must always act in order to avoid any conflicts of interest between the persons and/or entities with which he/she establishes its activity of promotion and raising and the OPERATOR.

2. If, for any reason, a conflict of interest is generated, the PROMOTER must give priority to the interests of the persons and/or entities referred to in the previous number.

CLAUSE 8
Diligence criteria

The PROMOTOR, in the course of its activity, must always carry out the diligence of a prudent and orderly manager, both ethically and technically, taking into consideration, in particular, the principle of risk-sharing and security of applications, meeting the interests of CUSTOMERS

CLAUSE 9
Diligence criteria

1.In its relations with the public, the PROMOTOR must identify itself as such, showing, in particular, its functions and the limits of its performance.

2.For the purposes of the provisions of the preceding paragraph, the promoter is obliged to identify itself by means of a professional card, which must specify (i) the status of PROMOTER of the respective holder, (ii) that the latter acts on behalf of the OPERATOR, (iii) which is not authorized to carry out commercial and financial operations, and (iv) its activity is governed by this Code of Conduct.

CLAUSE 10
Duty of secrecy

1.The PROMOTER can not disclose or use information about facts or elements regarding the life of the OPERATOR GEMA TRAVEL or its relations with its CLIENTS, whose knowledge comes to them from the exercise of their functions or provision of the respective services.

2.The names of customers, their deposit accounts and their movements, and all commercial transactions, both promoted by the promoter and any others, are subject to confidentiality.

3.The PROMOTER is subject to the obligation of professional secrecy in the same terms established by law for the members of the administrative or supervisory bodies of the Tourism Institutions, their employees, agents or other assignees.

4.The PROMOTER undertakes to maintain confidentiality regarding any documentation that may be provided by the OPERATOR.

5.The duty of professional secrecy can only be waived in cases expressly provided by law.

6.6. The duty of secrecy does not cease with the term, for any reason, of the contract provided for in the Clause 2.

CLAUSE 11
Delegation or subcontracting

The PROMOTER is expressly forbidden to delegate or subcontract its functions in any way.

CLAUSE 12
Exclusivity

1.Pending the respective contract, the PROMOTOR is not allowed to act on behalf of other Tourism Institutions, companies or travel agents within or outside the territorial area that has been assigned to it.

2.The prohibition referred to in paragraph 1 shall also apply after the termination of the contract, if this has been agreed, and under contractually stipulated conditions, except in cases previously authorized by the OPERATOR, through a written document.

CLAUSE 13
Duty to make available for consultation

The PROMOTER, regardless of having a place open to the public, is obliged to always have the Code of Conduct available for consultation by customers.

CLAUSE 14
Other duties of the promoter

Without prejudice to other legal and/or contractual obligations imposed on it, the PROMOTOR also has the duty to:

1.Do not act or make travel arrangements on behalf of customers;

2.Not receive any type of remuneration from customers;

3.Do not receive documents signed by customers;

4.Follow the instructions and guidelines that are given to you by the OPERATOR at any time;

5.Immediately notify the OPERATOR of any practices or facts that violate the Law and may constitute a crime under the applicable Law, whether in the territory of the Republic of Cape Verde or in any other market where the OPERATOR is active. Upon becoming aware of this practice or fact, the OPERATOR shall immediately report to the competent authorities.

CLAUSE 15
Validity

1.This Code of Conduct shall enter into force immediately and shall apply to all PROMOTERS at the service of the OPERATOR, regardless of the date on which the respective agreement has been signed.

2.To this end, the OPERATOR shall inform all PROMOTERS of this Code of Conduct.



City of Praia, _______________________ - ________________ - _________________

I understand and give my agreement

The PROMOTER


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