GENERAL TERMS & CONDITIONS FOR AGENCIES

Transcription

1 GENERAL TERMS & CONDITIONS FOR AGENCIES Issued by Air Berlin PLC & Co. Luftverkehrs KG (airberlin), NIKI Luftfahrt GmbH and Belair Airlines AG General Agentur Text Terms AGB & I. SUBJECT THESE TERMS AND CONDITIONS 1. Once an agency officially approved by airberlin (hereinafter referred to solely as: Contract Agency) has registered by submitting the online registration form via the airberlin partner site partner.airberlin.com and obtained technical clearance and confirmation from airberlin, the Contract Agency shall be authorised to book flights operated by airberlin and its partner companies (currently NIKI and belair, hereinafter referred to solely as: Partner airlines) on the basis of the net rates shown. 2. The Contract Agency is entitled to make bookings either directly via the airberlin partner site or via leisure CRS systems (START/Toma, Merlin, CETS, Traffics etc.). 3. On notification by airberlin, bookings can be made with further partner companies under the terms and conditions of this contract. 4. The Contract Agency will receive a password and agency number together with the confirmation issued by airberlin. The Contract Agency shall keep its password and access code secure and inaccessible to third parties and is liable to airberlin for misuse caused by willful or negligent misconduct by third parties leading to any damages incurred by airberlin, its partner companies or third parties as a result of data misuse. 5. The Contract Agency provides an independent and autonomous advisory and travel management service for the customer. The Contract Agency is not involved in the sales and mediatory organisation of airberlin and its partner companies. Unless otherwise agreed in this document, the Contract Agency is not subject to any constraints in terms of time, place and content as regards fulfilling its obligations arising from this contract. In particular the Contract Agency may act on behalf of any other airlines and other travel service providers. 6. The contract of carriage is concluded exclusively between airberlin or, as may apply, its partner companies as one party and the customer as the other party. In so far as the Contract Agency becomes a tour operator as a result of additional travel services within the meaning of the German civil code (BGB), airberlin and its partner companies shall only be the vicarious agents. airberlin and its partner companies are entitled to offer and market their services without restrictions, anywhere and in any way they wish to do so, either themselves or via any third parties. II. PRECONDITIONS FOR COOPERATION A precondition for cooperation is the operation of a travel agency with shop premises, as well as business registration or registration with the appropriate commercial register, as applicable. To this end the Contract Agency is required to transfer the required information as a PDF attachment via the airberlin partner website or by fax and is also required to submit appropriate documentation subsequently if requested to do so by airberlin. If the Contract Agency, despite a prior warning and setting of a time limit, fails to submit appropriate documentation, airberlin shall be entitled to terminate the agreement for cause in accordance with clause VII.2.

2 III. SERVICES PROVIDED BY THE CONTRACT AGENCY 1. In the event of a flight booking, the Contract Agency shall make available the customer details required to process the booking in due time. The Contract Agency shall send the customer details required to process the SEPA direct debit procedure, if applicable, no later than seven days before the respective departure date to airberlin. These must always include: name, first name, address, banking details and/or credit card number, telephone number, flight date and route. In addition the customer s addresses, fax and mobile phone numbers must be communicated, if available. In case neither of the forgoing address data are available, the Contract Agency shall be obliged to forward the respective invoice to the customer containing pre-notification as well as a confirmation of the mandate including the reference number immediately after the booking, and to confirmation in writing to airberlin the forwarding of these SEPA information. General Agentur Terms AGB & 2. In addition, the Contract Agency is obliged to forward all details to the customer, in a manner that can be verified, required to perform the contract (including changes to flight times) received from airberlin in writing or by after the booking, immediately after receiving the information from airberlin. 3. The Contract Agency is obliged to bring to the attention of and issue to the customer all respective valid general conditions of carriage and fares The Contract Agency is liable for any default in connection with its contractual obligation towards the customer and airberlin. 4. In case of any non-fulfilment of the forgoing obligations under clause 1-3 due to willful or negligent misconduct airberlin shall be entitled to damage and/or indemnity claims towards the Contract Agency. 5. The Contract Agency is free to demand payment for arrangement and consultancy services performed by it (brokerage or, as may apply, optional service charges). The amount of this payment is at the discretion of the Contract Agency, the amounts being in accordance with the levels published on the partner website. 6. The Contract Agency is not entitled to a (separate) claim for basic commission from airberlin and its partner companies for arranging tickets for flights on airberlin and/or its partner companies and associated ancillary services (cancellation, rebooking, seat reservation etc.). airberlin and its partner companies shall carry out all necessary services, unless otherwise provided herein. IV. SERVICES PROVIDED BY AIRBERLIN 1. airberlin and its partner companies undertake a) to collect the net price levied including taxes and charges from customers and b) in so far as expressly requested by the Contract Agency, to collect the payment (brokerage or, as may apply, optional service charges) charged by the Contract Agency from the customer on behalf of the Contract Agency and to remit it to the Contract Agency within one calendar month following the respective payment by the customer. 2. airberlin and its partner companies are not liable for the customer performing the brokerage contract, and in particular not for the resulting payment due from it (brokerage or, as may apply, optional service charges). This does not apply where payment is collected by airberlin. 3. airberlin grants the Contract Agency the non-exclusive right, subject to revocation at any time, limited to the purpose of the contract in respect of content and time and non-assignable to third parties, to use the trademarks airberlin, NIKI and Belair. This entitles the Contract Agency to use the above rights for promotional purposes. However, without prior written approval from airberlin, the Contract Agency is not entitled to combine advertisements or other promotional material that include the company logos and/or trademarks of airberlin, NIKI and Belair or other companies of the airberlin group or other references to airberlin, NIKI, Belair or another company of the airberlin group with the company logos

3 or trademarks of a third party. Furthermore, the Contract Agency is not entitled to use the trademarks airberlin, NIKI and Belair or other trademarks or company logos of the airberlin group, including misleading spellings of these trademarks or company logos on its business documents (e.g. as a letterhead), as an internet domain or as part of a domain, or in connection with advertising in an internet search engine such as Google, AdWords, Yahoo Search Marketing, Bing or other sponsored links (search engine marketing) either as keywords or promotional texts, including titles, text and displayed URLs. The Contract Agency may not derive any further rights from the use of the airberlin, NIKI and Belair trademarks. 4. Paid advertisements are not allowed to be placed in search engines (paid searches, e.g. in Google AdWords or Yahoo Search Marketing) that contain the above-mentioned trademarks in the title or text of the advertisement or that contain the trademarks within the link. V. CONFIDENTIALITY 1. The parties undertake to treat information and data, including documents, records, materials, especially, but not limited to, material in written, visual or electronic form, or the relevant data carriers as well as business and trade secrets to which they have gained access on account of the co-operation or on odd occasions or that have come to their knowledge ( Confidential Information ) as strictly confidential and to protect such information and data from unauthorised access. 2. The following is excluded from the confidentiality agreement: a) information that is publicly available, that was already known to the parties or was later published by the disclosing party; b) information developed independently and autonomously by one party without that party having known or used similar information belonging to the other party; c) information disclosed by an authorised third party that is not subject to a confidentiality agreement or d) information that must be disclosed on account of statutory provisions or official decrees; but only in so far as the other party has been notified in writing, prior to disclosure, of the situation. A period of at least two weeks before the planned disclosure is regarded as appropriate. 3. The parties shall not use the confidential information of the other party for other purposes, and in particular not disclose such information to third parties unless the other party has given its written permission for this to be done. In particular the parties are required to use confidential information exclusively as agreed, i.e. in so far as this is required for the due performance of the contract and only for the purposes permitted in accordance with this contract. 4. Only the employees expressly required to uphold confidentiality, in particular data secrecy in accordance with section 5 of the German Data Protection Act ( BDSG ), are to have access to the data to be processed by the relevant party for the purposes of performance. 5. The parties shall similarly oblige their vicarious agents, all persons or companies that have knowledge of the contract, that are entrusted by the parties to the contract with services arising from this set of agreements or that take part in the negotiations, to treat the knowledge and information acquired in the course of this as confidential, including after such employees have left their relevant employment. 6. Confidential information may only be reproduced with the written permission of the other party in each case. Any copies must be handed over on demand. Confidential information must be returned immediately on request, without any copies and/or other records being made, or the destruction of such information on request must be confirme, as applicable. 7. The parties further undertake to do everything necessary and required by taking suitable measures to prevent authorised access by third parties to the confidential information. The confidential information, especially information in written, visual or electronic form or the relevant data carriers, as applicable, must be stored in a place that is secured against unauthorised access by third parties.

4 8. The parties undertake also to maintain silence with regard to the confidential information beyond the end of the contractual relationship. VI. DATA PROTECTION 1. Without prejudice to the provisions of clause V of these terms and conditions, the parties undertake to comply with the data-protection requirements, in particular the provisions of the German Data Protection Act (hereinafter: BDSG ). 2. The processing of personal data to be handled in connection with these terms and conditions shall serve exclusively to fulfil this contract and the data shall not be used outside the above-mentioned purpose. The Contract Agency s data shall only be transmitted to third parties within the scope of legal provisions. 3. The Contract Agency, as service provider within the meaning of clause I.3., is itself a data-processing entity and bears responsibility to adopt all technical measures required for data protection and for guaranteeing confidentiality in accordance with section 9 in conjunction with the supplement to section 9 subsection 1 BDSG. 4. In order to comply with all contractual provisions, in particular regarding the transmission of the numeric data collected, the Contract Agency s personal data shall be required to be transmitted and processed, in particular credit card data (cardholder, CVC code, validity period, cf. clause III.1.), to be transmitted to airberlin. Processing exclusively serves the purposes further specified in clauses I.3. and I.4. of these terms and conditions. The data are not transmitted to third parties, nor are these data used outside the above-mentioned purposes unless the transmission serves the due performance of these contractual obligations. The requirements of the Payment Card Industry Data Security Standards (PCI DSS) in connection with the storage and processing of credit card data must be observed. VII. TERMINATION 1. This contractual relationship according to the terms and condition herein shall be entered into for an unspecified period of time. Both parties shall be entitled to terminate the relationship with effect from the end of a calendar month. Termination must be in writing or by airberlin and its partner companies are entitled to terminate the contractual relationship without notice in the event of a serious breach of the contractual obligations and to exercise their statutory rights (compensation etc.). airberlin and its partner companies are also entitled to terminate the contractual relationship without notice and exercise their statutory rights on account of one or more of the reasons set out below, although the list is not exhaustive: if the Contract Agency disposes of or pledges business interests or the business; if a petition in bankruptcy has been filed with regard to the Contract Agency, the proprietor and/or the partners in the company; if business operations cease; if the proprietor, managing director or partners execute an affirmation in lieu of an oath; if the business operation is leased out; in the event of the unauthorised use of the trademarks of airberlin or of the partner companies, in particular as a domain or part of a domain or within the scope of search engine marketing; in the event of a breach of clause I.4. (misuse of access data); in the event of cases set out in clause II.

5 VIII. MISCELLANEOUS 1. airberlin reserves the right to amend these terms and conditions at its own discretion. The amended terms and conditions shall be sent to the agencies by at least four weeks before they enter into effect. If the agency does no dispute the validity of the new terms and conditions within a further four weeks after receipt of this , the amended terms and conditions are deemed to be accepted. airberlin may draw the agencies attention to the significance of this four-week period separately in an containing the amended terms and conditions of the agreement. 2. No verbal subsidiary agreements have been entered into. Changes and amendments to these terms and conditions must be made in writing. This also applies to any change to the written form clause. 3. The Contract Agency is not entitled to transfer its rights and obligations arising from this contract either as a whole or in part to a third party. 4. These terms and conditions is governed by the law of the Federal Republic of Germany. The legal venue for all claims arising from or on account is Berlin, provided that the Contract Agency is deemed to be a trader. 5. In the event of any of the above provisions being invalid, the validity of the remaining provisions shall not be affected.