AMADEUS VALUE HOTELS AGREEMENT
TERMS AND CONDITIONS

WHEREAS:

1. The Amadeus Group has developed and is operating the Amadeus System and Amadeus Value Hotels. 

2. Amadeus contracts with providers of travel-related services for the display and distribution of their products and services to Amadeus Subscribers through Amadeus Value Hotels.

3. Provider wishes to appoint Amadeus and Amadeus wishes to accept the appointment as Provider’s non-exclusive reseller to resell the Provider Content to Amadeus Subscribers through Amadeus Value Hotels as set out in this Agreement. 

IT IS AGREED:

1. DEFINITIONS AND INTERPRETATION
   
   1. Definitions

1. Unless a contrary intention appears, terms defined in the Order Form shall have the same meaning when used in these Amadeus Value Hotels Agreement Terms and Conditions. In this Agreement:
2. “Affiliate” means any legal entity which directly or indirectly Controls, or is Controlled by or under common Control with, a Party.
3. “Agreement” means the contract entered into between Amadeus and Provider in which these Amadeus Value Hotels Agreement Terms and Conditions are incorporated by reference and includes the Order Form. 
4. “Amadeus ACO” means a company that has entered into a contract with Amadeus whereby it undertakes the obligation, among other things, to distribute Amadeus products in a defined territory.
5. “Amadeus Customer” means any person or entity other than an Amadeus Subscriber seeking information or placing a Booking or Bookings through Amadeus Value Hotels for services provided by Provider.
6. “Amadeus Group” means the group of legal entities established in order to organize, develop, operate, and market the Amadeus System, including Amadeus IT Group, S.A., its subsidiaries and affiliated companies.
7. “Amadeus Subscriber” means any airline office, travel agent or other seller of travel-related services that contracts with Amadeus IT Group, S.A. or an ACO to use the Amadeus System, to obtain information, make reservations and issue documents involving travel related services.
8. “Amadeus System” means the computerised travel information and distribution system which contains information about schedules, availability, fares and related services and through which reservations can be made or tickets issued.  

“Amadeus Value Hotels” means the Amadeus Value Hotels sales channel, accessed through the Amadeus System, supporting the distribution of hotel content to Amadeus Subscribers.

“BAR” or “Best Available Rate” means the lowest rate available to the general public on a day for a particular stay that does not require prepayment or impose cancellations and change penalties or fees. The BAR shall not include internet rates that require special conditions (i.e. pre-payment, stricter cancellation fees to the hotel’s normal cancellation policy), negotiated rates, group, travel industry, government, opaque, merchant or consortia rates).

9. “Booking” means a confirmed reservation (i.e. a booking that has been made and has not been cancelled within Provider’s cancellation policy as communicated to Amadeus at booking time), for one or more hotel room nights carried out through Amadeus Value Hotels of Provider Content.
10. “Confidential Information” means the terms of this Agreement and the terms hereof (including any commercial terms), all information of a Party or its Affiliates marked “confidential”, “restricted” or “proprietary” by either Party, and any other information of a Party or its Affiliates that is treated as confidential by the disclosing Party and would reasonably be understood by the receiving Party to be confidential information of a Party or its Affiliates, licensors or subcontractors, whether or not so marked, including: (a) any software or components provided by either Party or its Affiliates under this Agreement; (b) any software, components or other products and services, the provision of which is under discussion between the Parties during the Term (including in connection with any pilot or similar arrangement); (c) attorney or solicitor-client privileged materials or work product; or (d) any costs and commissions, strategic plan, account information, research information, developments, trade secrets, financial/accounting information, human resources and personnel information, internal or external audits, lawsuits, sales or marketing methods, methods of doing business, customer lists or requirements, or supplier information.  For the purposes of this definition, “Confidential Information” does not include Personal Data, which is dealt with separately under Clause ‎5.1 (Data Protection).
11. “Consumer” means any end-consumer of the underlying Provider Content booked pursuant to this Agreement.
12. “Control” means, with respect to an entity, the possession, directly or indirectly, of the power or right to direct or cause the direction of the management or policies of such entity, whether through the ownership of share capital or voting securities, by contract or otherwise, it being understood that beneficial ownership of over fifty percent (50%) or more of the voting securities of another person shall in all circumstances constitute control of such other person and “Controlled” and “Controlling” shall be construed accordingly.
13. “Data Protection Legislation” means all applicable laws and regulations relating to the processing of Personal Data including the GDPR and other GDS sector specific laws applicable to the Parties.  
14. “Distribution Channel” means any Third Party Distribution Channel and any Provider Owned Distribution Channel.
15. “GDS” means a global distribution system (commonly referred to as a computerized reservation system).
16. “GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016.
17. “Intellectual Property Rights” means any rights in inventions, processes, works of authorship, algorithms, specifications, reports, programs, developments, architecture and database designs, software structures, source or object codes, documentation (including user documentation), databases, trademarks, trade names, logos, domain names, trade secrets, know-how, information fixed in any tangible medium of expression (whether or not protectable under copyright laws in any country), and all other subject matter protectable under patent, copyright, trademark, trade secret or other laws, and all other similar proprietary rights whether or not registered or registrable in any country.
18. “Net Rates” means rates that Provider offers to a Distribution Channel, where the commission level is not included and the Distribution Channel will add the corresponding commission or fees. If local city taxes are not included in the relevant Net Rates, such additional taxes must be submitted separately by Provider together with the rates policy.
19. “Order Form” means the Amadeus Value Hotels Order Form signed by the Parties.
20. “Package Rates” means rates including a room in combination with other goods and services such as meals, activities or travel components.
21. “Party” means each of Amadeus and Provider.

“PCI DSS” means the PCI Security Standards Council’s Payment Card Industry Data Security Standard including any change, consolidation, replacement, enactment or extension of the PCI Data Security Standard.

“Personal Data” means any information that relates to an identified or identifiable individual.

“Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. “Process” and “Processed” shall be construed accordingly.

“Provider Content” means all content made available by Provider for viewing, booking or reserving at any Distribution Channel through any of Provider’s brands. Such content shall include, without limitation, Net Rates, BAR, Package Rates, room availability, cancellation rules, rate conditions and any additional information on a property level that is reasonably requested by Amadeus.

“Provider Owned Distribution Channel” means the following sources from which some or all of Provider Content can be reserved or purchased by any person or entity directly from Provider: (a) Provider’s reservations system or its reservation sales personnel or agents or (b) Provider’s internet site, whether operated or marketed by Provider or any third party on behalf of Provider. For the avoidance of doubt, anything that is not a Third Party Distribution Channel is a Provider Owned Distribution Channel.

“Third Party Distribution Channel” means any third party owned source from which some or all of Provider Content can be reserved or purchased by any person or entity excluding Provider Owned Distribution Channels including: (a) any GDS; (b) any internet site; or (c) any distribution method directly connected to travel agencies, consumers or corporations.

22. “Taxes” means all applicable VAT and other tax, fee or duty imposed by any governmental authority arising out of or relating to this Agreement.

“Term” means the term of this Agreement as set out in Clause ‎10.1 (Term).

“VAT” means value added tax.

2. Interpretation 

For purposes of this Agreement: (a) the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; (e) words denoting any gender include all genders; (f) the word “person” includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns; and (g) the word “company” shall include any company, corporation or other body corporate, wherever and however incorporated or established. Unless the context otherwise requires, references in this Agreement: (i) to Clauses, Sections, Schedules, Exhibits, Attachments and Appendices mean the Clauses and Sections of, and Schedules, Exhibits, Attachments and Appendices attached to, this Agreement; (ii) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; (iii) to a law or regulation is a reference to it as it is in force as at the date of this Agreement and includes all subordinate legislation made as at the date of this Agreement under that law or regulation; and (iv) to a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation. The Parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The Schedules, Exhibits, Attachments and Appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein. 

2. APPOINTMENT OF AMADEUS AS RESELLER
   
   1. Appointment

Subject to the terms and conditions of this Agreement, Provider hereby appoints Amadeus as its non-exclusive reseller for the resale of Provider Content (on its own behalf or through Amadeus Affiliates) to Amadeus Subscribers through Amadeus Value Hotels as set forth herein.

2. Resale to Consumers

Amadeus and Amadeus Subscribers may resell the Provider Content to Consumers.

3. PROVIDER OBLIGATIONS
   
   1. Non-Discrimination

1. Provider shall provide the Provider Content to Amadeus on no worse terms and conditions than it would apply to any other Distribution Channel.  In particular, Provider may not, among other things, withhold Net Rates, apply surcharges, deny discounts or incentives, apply other adverse conditions or deny access to benefits related to Provider Content to disadvantage Amadeus or Amadeus Subscribers as compared to users of any other Distribution Channel for any reason whatsoever. Provider shall provide the committed discount on its BAR and Package Rates as specified in the Order Form.
2. Provider’s obligations in this Clause 3.1 shall extend to any Affiliate of Provider. Provider shall take such steps as are necessary to ensure that these obligations with respect to its Affiliates are fulfilled, and Provider shall be liable for a failure by any such Affiliate to fulfil the obligations set forth herein.
3. The Parties agree and acknowledge that any breach of this Clause 3.1 shall constitute a material breach of this Agreement.

2. Customer Support

Provider shall provide accurate and up-to-date contact information for any queries relating to Bookings.

3. Access to Content

Amadeus may, in its sole discretion, determine what Provider Content is available and visible to Amadeus Subscribers. Provider will ensure that requests for opening or closing access to specific content are implemented within thirty (30) days of receiving such a request. 

4. Accuracy of Data

1. Provider shall be responsible for maintaining the accuracy, completeness and usability of all Provider Content.
2. Provider agrees to load its data, policies, rates, product descriptions and availability, directly or as prescribed by Amadeus, and shall be responsible for maintaining the accuracy of such data for the Term of this Agreement. Provider further agrees to guarantee the accuracy thereof to Amadeus Subscribers and Amadeus Customers.  
3. Amadeus shall not be responsible for the verification of any sort of Provider data included in Amadeus Value Hotels or the Amadeus System. Amadeus makes no representation whatsoever to Provider or any third party as to the Provider Content included in Amadeus Value Hotels or the Amadeus System.
4. Provider represents and warrants that Provider Content complies with all applicable laws and it shall be solely responsible for assuring that its data and services comply with all applicable laws and regulations, including those in relation to food safety, heating and air conditioning systems maintenance, norovirus prevention, child protection, fire, health and safety regulations.
5. Provider shall conduct the appropriate health and safety audits of its services via certified health and safety inspectors/professionals in accordance with relevant applicable laws and regulations and, upon Amadeus’ request, Provider shall provide Amadeus with the relevant certificates of compliance of such audits.
6. Amadeus shall have the right in its sole discretion to block any Provider Content. 
7. Provider shall fully indemnify Amadeus and its Affiliates against any losses incurred by them arising out of or in connection with any third party claims in connection with or arising from: (i) the accuracy of the Provider Content and data supplied hereunder; (ii) the violation of any copyright, property, or privacy right in the Provider Content; (iii) breaches of the obligations, or inaccuracy of the representations, set out in this Clause 3.4 paragraphs (d) and (e) or (iv) any other breach by Provider of its obligations under this Clause 3.4, whether such losses are in contract, tort (including negligence), breach of statutory duty, contribution, or otherwise, except to the extent that such claims result from the fraud or wilful misconduct of Amadeus or its Affiliates.
8. Provider will immediately notify Amadeus of any breach of the obligations set out in paragraphs (d) and (e) of this Clause 3.4 (including if it has a reasonable reason to believe that it is no longer compliant with such obligations and representations) and will immediately inform Amadeus of the steps being taken to rectify the breach. In no event shall Provider’s notification to Amadeus be later than seven (7) calendar days after Provider learns about the breach. 

5. Obligation to honour Bookings

1. Provider shall acknowledge and honour all Bookings and shall provide the services thereby reserved, subject to applicable laws and regulations. 
2. Provider shall not refuse any Booking on the sole ground that, for whatever reason, it was not given notice of the Booking by email, as long as the Booking appears in the Amadeus System. 
3. If, for whatever reason, Provider is unable to honour a Booking that has been correctly confirmed through the Amadeus System (either via a valid booking number, appearing in the Amadeus System or transfer to Provider’s central reservation system or property management system) Provider shall, at its own expense, relocate the guest to a room of equivalent or higher category in a hotel of equivalent category located in the vicinity. Any transportation costs incurred by the guest in travelling to the replacement location will also be the responsibility of Provider.
4. If Provider is unable to relocate the guest itself and Amadeus is required to relocate the guest, Provider shall refund to Amadeus: (i) the Net Rate paid for the Booking that was originally made and then not honoured; and (ii) all expenses arising from relocating the guest to another hotel. Any transportation costs incurred by the guest in travelling to the replacement location will also be the responsibility of Provider, along with any expenses relating to the inconvenience caused.

6. Third Party Connections

In the event that Provider Content is made available through a connection (“Third Party Connection”) provided by a third party (“Interconnected Third Party”), Provider shall be responsible for: 

1. entering into a separate agreement directly with such Interconnected Third Party; 
2. ensuring Provider can receive data from, and transmit data to, the Amadeus System through such Interconnected Third Party and that the Interconnected Third Party otherwise performs as required by Provider; and 
3. the payment of any fees associated with the Third Party Connection.

Amadeus’ responsibility is limited to providing functionality that enables the Third Party Connection to interconnect with the Amadeus System, provided that the Interconnected Third Party reasonably cooperates with Amadeus for access to and/or establishing such connection. Amadeus is not subcontracting any of its obligations to the Interconnected Third Party. Amadeus shall not be responsible for the performance or fulfilment by the Interconnected Third Party (including, without limitation: (a) regarding the use and treatment of any data (including Personal Data) by the Interconnected Third Party; and (b) for any connectivity issues or failures outside of Amadeus’ control) and Amadeus shall have no liability with respect to the performance or non-performance of the Interconnected Third Party. Amadeus assumes that any data transmitted by the Interconnected Third Party to Amadeus under this Agreement is accurate. Amadeus is not responsible for performing any validation or quality control activities with respect to such data. Amadeus reserves the right to suspend the display of Provider Content in the event that Provider is no longer able to provide its Content through the Third Party Connection.

4. AMADEUS OBLIGATIONS
   
   1. Amadeus as Reseller

1. Amadeus shall act as a reseller of the Provider Content (on its own behalf or through Amadeus Affiliates) to Amadeus Affiliates and Amadeus Subscribers. 
2. Amadeus shall make commercially reasonable efforts to resell the Provider Content through Amadeus Value Hotels. 
3. Amadeus shall act as merchant of record vis-à-vis the Amadeus Subscribers for all Bookings of Provider Content made pursuant to this Agreement.

2. Amadeus System

1. Subject to paragraph (b) below, Amadeus shall maintain availability of the Amadeus System so that an Amadeus Subscriber can view and book Provider Content displayed in Amadeus Value Hotels.
2. Amadeus shall have the right, at its sole discretion, to make such adjustments, modifications and changes to, and discontinuation of, its programs and services as it reasonably considers necessary from time to time without the consent of Provider or any entities or individuals not a party to this Agreement. 
3. Amadeus shall transmit messages for Amadeus Subscribers who wish to book Provider Content, to Provider's computer system or to another system mutually agreed by the Parties, using an agreed upon format.

3. Mark-up, Service Fees, and Resale Rates

Provider agrees and acknowledges that Amadeus or an Amadeus Subscriber may freely mark-up the Net Rates or charge a service or other fee to the Consumer when booking the Provider Content.

5. PRIVACY AND DATA SECURITY
   
   1. Data Protection

Each Party will:

1. comply with their respective obligations under applicable Data Protection Legislation as they apply to the provision of their services under this Agreement, in the jurisdictions in which they are providing the services under this Agreement. Further, upon Amadeus’ request Provider will promptly provide to Amadeus in a manner and format requested by Amadeus, any and all information related to the offering of Provider services through the Amadeus System that is required for Amadeus to comply with applicable Data Protection Legislation;
2. in exercising their respective rights and performing their respective obligations related to services provided under this Agreement, comply with applicable Data Protection Legislation and shall not, as far as is reasonable, do anything or permit anything to be done which has the effect of placing the other Party in breach of applicable Data Protection Legislation; and
3. at all times, have in place appropriate technical and organizational security measures so that Personal Data is protected against unauthorized or unlawful Processing and against accidental loss, destruction or damage.

2. PCI-DSS

Provider understands and accepts that: 

1. Amadeus is not passing any end customer credit card data to Provider under this Agreement; and
2. Provider is responsible for the security of any end customer cardholder data that it passes through its systems, including the functions relating to storing, processing, and transmitting of the cardholder data. 

6. INVOICING AND PAYMENT
   
   1. Payment for Bookings

1. Amadeus shall pay for Bookings by virtual credit card according to Provider’s Net Rates as at the time of the Booking. Payment for Bookings shall be made one (1) day prior to the date of check-in. 
2. Provider hereby consents to self-invoicing by Amadeus with respect to Bookings. This process, outlined in the EEC Directive 2001/115 and applicable Spanish law on invoicing requirements, allows for self-billing with no tax authority approval required, on the condition that there is an initial agreement in place between Amadeus and Provider. Unless otherwise agreed in writing with Amadeus, Provider shall not raise invoices for Bookings made under this Agreement and accepts that Amadeus may refuse to accept any invoices issued by Provider. Provider shall provide Amadeus with all relevant information required for Amadeus to produce legally compliant self-billing invoices and is solely responsible for ensuring the accuracy and completeness of such information and for notifying Amadeus immediately in writing of any changes to such information. 
3. All payments shall be made in Euro.

2. Taxes and VAT 

All amounts due under this Agreement are inclusive of any income tax, value added, national or local sales, use, property, customs, excise, import, duties, service or similar taxes (“Taxes”) now or hereafter levied as a direct consequence of the Parties entering into this Agreement or with respect to the performance of this Agreement or the sale, delivery or furnishing of any services hereunder. 

3. Records

Each Party shall maintain complete and accurate records (in accordance with standard accounting practices prevalent in the jurisdiction of such Party’s corporate headquarters) of all amounts invoiced to the other under this Agreement and maintain such records for a period of at least three (3) years (or any other longer period as required by applicable laws or regulations) from the period to which such records relate. 

7. REPRESENTATIONS AND WARRANTIES
   
   1. Corporate Authority 

1. Each Party warrants to the other that as at the Effective Date and as at the first day of the Renewal Term: 

1. it has all the requisite corporate power, approvals and authority to execute, deliver, receive and perform its obligations under this Agreement and to render this Agreement binding, in accordance with its terms; and
2. it has obtained all governmental and regulatory licenses, authorizations, approvals, consents or permits required to perform its obligations under this Agreement under all applicable laws and regulations. 

2. Warranties by Provider

Without limiting Clause 7.1 (Corporate Authority), Provider warrants, represents and undertakes on an ongoing basis during the Term that:

1. it has all licenses, rights, permissions and approvals to provide Amadeus with the Provider Content for distribution as set forth herein; and
2. it shall provide evidence reasonably required by Amadeus to demonstrate that it has the licenses, rights, permissions and approvals referred to in Clause 7.2(a).

3. Warranty Disclaimer

2. EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE AMADEUS SYSTEM, AMADEUS VALUE HOTELS AND ANY OTHER GOODS OR SERVICES COVERED BY OR FURNISHED BY AMADEUS PURSUANT TO THIS AGREEMENT ARE PROVIDED TO THE PROVIDER ON AN “AS IS” BASIS AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS, OBLIGATIONS AND ALL OTHER TERMS OF ANY KIND WHATSOEVER IMPLIED BY COMMON LAW, STATUTE, CUSTOM, TRADE USAGE, COURSE OF DEALING OR OTHERWISE ARE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCLUDED FROM THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR UNDERTAKINGS OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. IN PARTICULAR, BUT NOT BY WAY OF LIMITATION, AMADEUS SPECIFICALLY DISCLAIMS ANY WARRANTY, UNDERTAKING OR GUARANTEE THAT THE AMADEUS SYSTEM, AMADEUS VALUE HOTELS OR DATA ARE PROVIDED ERROR FREE OR THAT ANY OF THEM WILL OPERATE, OR BE PROVIDED, WITHOUT INTERRUPTION.

4. Indemnity

Provider shall indemnify, defend and hold harmless Amadeus and its Affiliates and their respective, directors, officers, employees and agents from and against any and all liabilities and damages and claims for damages, suits, proceedings, recoveries, judgments or executions (including litigation cost and expenses and reasonable attorney's fees) which may be made, had, brought or recovered by any third party by reason of or on account of Provider’s breach of: (a) any of the warranties contained in Clauses 7.1 (Corporate Authority) or 7.2 (Warranties by Provider); (b) any third party’s Intellectual Property Rights; (c) the provision by Provider of inaccurate Provider Content; or (d) breach of the obligations, or inaccuracy of the representations, set out in paragraphs (d) and (e) of Clause 3.4 (Accuracy of Data). 

8. TITLE AND CONFIDENTIALITY  
   
   1. Title to Software

Title, full and complete ownership and the right to use any or all software owned, licensed or developed by Amadeus or any of the Amadeus Group companies, and contained in Amadeus Value Hotels and the Amadeus System and used in the performance of this Agreement shall remain with Amadeus, the Amadeus Group or their respective licensors. Provider hereby acknowledges and agrees that the software constitutes trade secrets and proprietary information of Amadeus whether or not any portion thereof is or may be validly copyrighted or patented. 

2. Confidentiality

1. Each Party shall not at any time during the Term, and for a period of five (5) years after termination of this Agreement, disclose to any person any Confidential Information.
2. Each Party may disclose the other Party’s Confidential Information:  
   
   1. to its Affiliates, employees, officers, representatives, subcontractors or advisers who need to know such Confidential Information for the purposes of carrying out the receiving Party’s obligations under this Agreement; provided that the recipients of such Confidential Information are bound by confidentiality terms which are no less onerous than those set out in this Clause; and  
   2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; provided that the Party required to disclose must give the other Party prompt written notice prior to such disclosure and use its reasonable endeavours to obtain a protective order against such disclosure.
3. Each Party shall not use the other Party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.

9. LIMITATIONS OF LIABILITY
   
   1. Indirect damages 

IN NO EVENT WILL A PARTY, OR THEIR RESPECTIVE OFFICERS, AGENTS, CONTRACTORS OR VENDORS, BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF CONTRACT, WARRANTY, TORT OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

2. Economic Losses  

IN NO EVENT WILL A PARTY, OR THEIR RESPECTIVE OFFICERS, AGENTS, CONTRACTORS OR VENDORS, BE LIABLE FOR LOSS OF REVENUE, PROFIT, GOODWILL OR SAVINGS OF ANY PARTY (WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL), INCLUDING THIRD PARTIES, ARISING FROM OR RELATED TO THIS AGREEMENT. SUCH LIMITATION INCLUDES ANY SUCH DAMAGES CAUSED BY ANY ACT OR OMISSION OF AMADEUS, A MEMBER OF THE AMADEUS GROUP OR THIRD PARTY SOFTWARE CONTRACTORS TO PROCURE, COLLECT, COMPILE, ABSTRACT, INTERPRET, COMMUNICATE, PROCESS, STORE OR DELIVER ANY AMADEUS SYSTEM DATA OR INFORMATION.

3. Limitations of Lability 

EXCEPT FOR: (a) SUMS ACCRUED AND UNPAID UNDER THIS AGREEMENT; (b) SUMS EXPRESSLY IDENTIFIED AS BEING PAYABLE UNDER THIS AGREEMENT; (c) DIRECT DAMAGES ARISING FROM BREACHES OF CLAUSE 8.2 (CONFIDENTIALITY) ABOVE; AND (d) EXPRESS INDEMNITY OBLIGATIONS UNDERTAKEN HEREUNDER, THE PARTIES AGREE THAT THE TOTAL AGGREGATE LIABILITY OF A PARTY FOR ALL CLAIMS ARISING IN CONTRACT, EQUITY OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT) ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED AN AMOUNT EQUAL TO THE NET RATES FOR BOOKINGS MADE IN THE THREE (3) MONTHS PRIOR TO THE DATE OF THE CLAIM. THE PARTIES AGREE THAT THEY HAVE CAREFULLY CONSIDERED THE RISKS UNDER THIS AGREEMENT AND HAVE FAIRLY ALLOCATED SUCH RISKS BETWEEN THEM AND, THEREFORE, AGREE THAT THIS LIMITATION OF LIABILITY IS FAIR AND REASONABLE. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT THE LIABILITY OF A PARTY WITH RESPECT TO: (i) DEATH OR PERSONAL INJURY ARISING OUT OF ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES; (ii) FRAUD; OR (iii) FRAUDULENT MISREPRESENTATION.

NEITHER PARTY NOR ITS AFFILIATES MAY BRING A CLAIM OR CAUSE OF ACTION AGAINST THE OTHER PARTY (OR ITS AFFILIATES) MORE THAN TWO (2) YEARS AFTER THE CLAIM OR CAUSE OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, CONTRIBUTION, OR OTHERWISE) ARISES.

10. TERM AND TERMINATION  
    
    1. Term

The term of this Agreement (the “Term”) will commence upon the Effective Date and, subject to earlier termination as set forth below, will terminate following the expiry of one (1) year (the “Initial Term”), provided, however, that the Term will automatically extend for one or more successive one-year periods (each, a “Renewal Term”) if neither Party gives the other written notice of non-renewal at least ninety (90) days prior to the expiry of the Initial Term or then current Renewal Term, as applicable.

2. Termination

Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:

1. the other Party commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that Party being notified in writing to do so; 
2. subject to applicable law: (i) the other Party becomes unable to pay its debts, enters into liquidation (except for the purposes of a solvent restructuring) or is dissolved, seeks reorganization or readjustment of its debts, makes an arrangement with its creditors, becomes subject to an administration order or a receiver or administrative receiver is appointed over all or any of its assets, takes or suffers to be taken any similar action in consequence of a debt, ceases or threatens to cease trading or any procedure equivalent to any of the preceding matters occurs in any other jurisdiction with respect to that other Party; (ii) the other Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or (iii) the other Party’s financial position deteriorates to such an extent that in the terminating Party’s opinion the other Party’s capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy; 
3. the terminating Party’s direct competitor acquires Control of the other Party, whereupon the acquired Party shall promptly notify the other Party. The Parties will use their good faith efforts to address any concerns arising out of the change of Control event with the goal of avoiding termination of this Agreement; 
4. with respect to Amadeus only, a Provider commits a material breach of any term of an agreement with another member of the Amadeus Group and (if such a breach is remediable) fails to remedy that breach within the notified period; 
5. with respect to Amadeus only:

1. during the Initial Term only, for convenience, upon thirty (30) days’ written notice to Provider; or
2. in the event that Provider notifies Amadeus in writing of its intention to withdraw its agreement to the self-billing process described at Clause 6.1 (Payment for Bookings), immediately upon written notice to Provider; or

6. as otherwise expressly provided in this Agreement or applicable law. 

3. Effect of Termination

In the event of termination or expiry of this Agreement for any reason, termination of this Agreement will not affect any accrued rights of either Party. On termination or expiry of this Agreement for whatever reason, each Party shall pay any amounts owed to the other Party in accordance with the terms of this Agreement accrued prior to the date of termination, and Provider shall honour any Bookings made before the date of termination.

4. Suspension

In the event of any material breach of the terms and conditions contained in this Agreement by Provider, Amadeus may immediately suspend or modify access to any or all of the services of this Agreement for as long as the breach continues. Any such suspension or modification shall be lifted as soon as the breach is corrected. In the event the breach continues for at least two (2) months, Amadeus may terminate this Agreement as contemplated by Clause 10.2(a) (Termination) above, without prejudice to other rights or remedies available to Amadeus as a result of Provider’s breach of its contractual obligations.

11. FORCE MAJEURE

No Party shall have any liability if it is prevented from or delayed in performing its obligations (except payment obligations) under this Agreement, or from carrying on its business, by acts or events beyond its reasonable control (a “Force Majeure Event”). Force Majeure Events include acts of god, war, lightning, fire, storm, flood, earthquake, terrorist act, blockade, revolution, riot, insurrection, civil commotion, public demonstration, strikes or industrial disturbances, sabotage, acts of vandalism, criminal (including cyber-crimes affecting computers, networks or the internet, illegal hacking, (distributed) denial of service attacks, unauthorised access to or interference with data, identity theft, software and media piracy, website vandalism, release of viruses and worms, invasion of privacy and cyber-spying) acts, compliance with any law or governmental order, rule, regulation or direction, interruption or degradation of any third party communications system or the Internet, or any action of a governmental or public entity and similar events. If a Party experiences a Force Majeure Event, it shall promptly provide written notice thereof to the other Party and shall use all reasonable efforts to remove, avoid or mitigate the consequences of such Force Majeure Event. If the Force Majeure Event continues for more than ninety (90) days, the other Party may terminate this Agreement upon written notice.

12. GOVERNING LAW AND DISPUTE RESOLUTION
    
    1. Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

2. Arbitration  

As between the Parties, any question concerning the existence, validity, or termination of this Agreement, and any other dispute arising out of or relating to this Agreement, that cannot be resolved by agreement between the Parties shall be finally settled by arbitration according to the ICC Rules and the following:  

1. The number of arbitrators shall be three. Each Party shall nominate one arbitrator, who shall be a lawyer in good standing in England and Wales, for confirmation by the ICC. If a Party fails to nominate an arbitrator within the time period specified by the ICC Rules, the ICC Court of Arbitration shall appoint an arbitrator for that Party. The arbitrators nominated by (or on behalf of) the Parties shall, within twenty-one (21) days after their confirmation by the ICC Court of Arbitration, agree on a third arbitrator who shall act as the chairman, failing which the third arbitrator shall be appointed by the President of the ICC Court of Arbitration (or his designee) within twenty-one (21) days of a request by a Party.  
2. Any expert called by a Party to offer testimony must provide to the other Party, at least thirty (30) days prior to the date of such hearing: (i) any documentation that will be relied upon to formulate the opinion of the expert; and (ii) any exhibits, reports or calculations the expert intends to present at any hearing.
3. No paper discovery will be permitted and no depositions may be ordered unless otherwise agreed in writing by the Parties.
4. The language of the arbitration shall be English.
5. The decision of the arbitrators shall be final, conclusive and binding on the Parties. Any court or authority of competent jurisdiction may enforce any award rendered by the arbitrators.  
6. The place of the arbitration shall be Paris, France.  
7. Any monetary award shall be denominated in Euro.  
8. The arbitrators shall be strictly bound to follow the terms and conditions of this Agreement including all warranty disclaimers and limitations of liability provided herein.  

3. Injunctive Relief

3. Nothing in this Agreement shall prevent either Party from seeking any interlocutory or injunctive relief or other equitable remedy in any jurisdiction pending resolution of a dispute. 

13. MISCELLANEOUS
    
    1. Assignment and Other Dealings

1. Unless otherwise expressly agreed, no Party shall assign, transfer, novate, mortgage, charge, subcontract or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of the other Party which shall not be unreasonably withheld or delayed.
2. Amadeus may at any time assign, transfer, novate, mortgage, charge, subcontract, delegate or deal in any other manner with any or all of its rights and obligations under this Agreement to: (i) its Affiliate; (ii) any other member of the Amadeus Group; or (iii) any entity that acquires Control of Amadeus, into which Amadeus is merged or which acquires all or substantially all of the assets of Amadeus.

2. Subcontractors

Amadeus has the right, at its sole discretion, to use subcontractors and licensors to perform its obligations pursuant to this Agreement. 

3. Trademarks

Provider will not use Amadeus' name, logo or trademarks or any confusingly similar marks without prior written consent from Amadeus.

4. Independent contractors 

4. This Agreement does not create a partnership, agency, joint venture, employment or any other similar arrangement. The Parties shall at all times remain legally and financially independent. No Provider shall have any power or authority to conclude any contract or make any form of representation, statement, warranty or guarantee in favour of any person or entity on behalf of Amadeus or the Amadeus Group. In no event shall either Party act as an agent of the other.

5. Amendments  

5. No modifications or amendments to this Agreement shall be valid unless in writing and signed by the applicable parties thereto.  

6. Electronic Signature 

Where a Party uses Electronic Signature technology to sign this Agreement, or any amendment or supplement of this Agreement, such Electronic Signature confirms the relevant Party’s consent to the use of Electronic Signatures in respect thereof and to the use by the Parties of the electronic signature provider used to effect such signature (if any). Such method of Electronic Signature shall be equally conclusive of a Party’s intention to be bound by this Agreement as if signed with the manuscript signature of such party. For the purposes of this Clause, “Electronic Signature” means data in electronic form which is attached to or logically associated with a contract or other record and which is used by a Party with the intent to sign the record. 

7. Electronic Delivery 

A signed copy of this Agreement, or any amendment or supplement of this Agreement, delivered by e-mail or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement or other document, as applicable.

8. Counterparts 

This Agreement, or any amendment or supplement of this Agreement, may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement or other document, as applicable. 

9. Headings 

6. Clause, Section, Schedule and paragraph headings are for reference only and shall not affect the interpretation of this Agreement.

10. Severance

7. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of this Agreement. Each Party shall endeavour in good faith negotiations to replace the invalid, illegal or unenforceable provision(s) or such portion thereof with such valid, legal and enforceable provision(s), the economic effect of which is as close as possible to that of the invalid, illegal or unenforceable provision(s).

11. Waiver 

8. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

12. Entire Agreement 

9. This Agreement, which includes all Schedules attached hereto, constitutes the entire agreement between the Parties hereto and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each Party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Nothing in this Clause shall limit or exclude any liability for fraud or fraudulent misrepresentation.

13. Prevailing Provisions 

In the event of any inconsistency between the statements made in the body of this Agreement and the related Schedules (other than an exception expressly set forth as such therein), the following order of precedence governs: (a) first, the main body of this Agreement; and (b) second, any Schedules to this Agreement as of the Effective Date.

14. Notices 

1. Any notice or other communication given to a Party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by registered mail at the address specified in the Order Form or, if different, its registered office (if a company) or its principal place of business (in any other case):
2. Any notice or other communication given to a Party under or in connection with this Agreement may instead be given electronically by email to the authorised recipients of such Party specified in the Order Form.
3. Notices or other communications shall be deemed to have been received: 

1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; 
2. if sent by registered mail, at 10.00 am on the second business day after posting or at the time recorded by the delivery service; or 
3. if sent by email, upon receipt on the next business day after transmission if no error (including any delivery error message) or valid out-of-office email message is received by the sending Party in response to such email notice in respect of all of the other Party’s authorised recipients.

4. Either Party may from time to time change its address or designee for notification purposes by giving the other Party prior notice of the new address or designee and the date upon which it shall become effective. 
5. For clarification, invoices, payments and general correspondence or operational notices, shall be sent to the applicable Party as indicated by such Party. 

15. Third Party Beneficiary 

10. This Agreement is for the sole benefit of the Parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, except where indicated as to the Amadeus Group.

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