1. DEFINITIONS
1.1. In this Agreement the following definitions shall apply:
“Agreement” means the Order Form together with these Terms and Conditions, and the Mandatory Policies;
“API Key” means the unique access key(s) provided to the Partner by Skyscanner upon registering for Data Products which enables the Partner to access one of the Data Products via an API as applicable;
“API” means one of Skyscanner’s proprietary software, data and content API which provide Partner with direct access to Data, including any related executable, platforms, documentation, source code, or other materials as updated from time to time pursuant to the provision of Data Products;
“Call” means a request such as an HTTP request sent in accordance with the Skyscanner Technical Requirements to a Skyscanner-stipulated endpoint;
“Confidential Information” means all information whether held or acquired before or after the Effective Date, designated as confidential or which ought reasonably be considered confidential, which may include, without limitation, the existence and content of the Agreement, information relating to a Party’s business, products, developments, trade secrets, know-how or other matters connected with Data Products, information concerning a Party’s relationships with actual or potential clients, customers or suppliers, Login Details and API Keys;
“Contracting Entity” shall mean either Skyscanner Limited or Skyscanner Private Limited or Skyscanner Japan K.K. or Skyscanner Brasil Technologia Ltda, as set out in the Order Form;
“Data” means, together, separately or in combination, in whole or in part, Travel Rankings Data, Travel Insight Data and/or Travel Data as applicable;
“Data Products” means together, separately or in combination, in whole or in part, Travel Insight Services, Travel Insight Vision, Travel Rankings Services and Live Pricing Services as applicable;
“Download Site” means means the website or partner portal located at the URL notified to You by Skyscanner;
“Effective Date” means the date specified on the Order Form;
“Initial Term” means the period specified in the Order Form starting from the Effective Date;
“Insolvency Event” means (i) a Party suspends, or threatens to suspend, its business or payment of its debts, or is unable to pay its debts as they fall due; (ii) a Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts; (iii) steps are taken by a Party or a third party, towards the winding up of a Party or the appointment of an administrator; (iv) any event occurs, or proceeding is taken, with respect to a Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned herein; or (v) in the case of the Partner, Skyscanner is of the reasonable opinion that the Partner is unable to, or has no prospect of, fulfilling its material financial obligations to any third party;
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, trade names and domain names, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Live Pricing Services” means the provision of Travel Data via an API provided by Skyscanner to the Partner as set out in the Order Form, and, as Live Pricing Services may otherwise be known, “Live Fares Services”;
“Login Details” means the username and password combination issued by Skyscanner to Partner Personnel for access to the Download Site;
“Loss” means any losses, liabilities, costs (including without limitation reasonable legal costs), charges, damages, expenses, actions, proceedings, claims and demands;
“Mandatory Policies” means Skyscanner’s Anti-Bribery Code of Conduct available at http://www.skyscanner.net/media/anti-bribery-code-skyscanner and its Modern Slavery Policy available at https://www.skyscanner.net/legal-notices/modern-slavery/, which are incorporated herein as updated from time to time;
“Order Form” means the order form signed by the Parties prior to the provision of Data Products and/or Data and into which these Terms and Conditions are incorporated by default;
“Partner Billing Form” means the billing information form attached to the Order Form;
“Partner Content” means any data relating to flights, hotels, car-hire or other travel options and prices which are, or have at any time been, made available to Skyscanner by the Partner;
“Partner Personnel” means any human end-user instructed, authorised or contracted by the Partner for the purpose of accessing Data Products in accordance with this Agreement, including, without limitation, Partner’s employees, contractors, officers and agents;
“Partner Portal” means the website, software or accessible platform located at the URL notified by Skyscanner to the Partner;
“Permitted Purpose” means the purpose of internal business analysis activities, use or storage and/or any other purposes documented on the applicable Order Form in respect of some or all of the Data, which shall not include onward provision of Data Products or the use of some or all of the Data by, or for the benefit of, any other person or third party other than an employee of the Partner in furtherance of their employment with Partner;
“Renewal Period” shall have the meaning given to it in clause 10.1;
“Service Fees” means the fees payable by the Partner to Skyscanner for Data Products and/or Data, which may include, without limitation, cost per-Call fees, calculated and paid in accordance with the provisions set out in the Order Form and these Terms and Conditions;
“Skyscanner Group Company” means any entity that directly or indirectly controls, is controlled by, or is under common control with Skyscanner;
“Skyscanner Marks” means the words “Skyscanner”, “Tianxun” or any other trade marks, trade names or brand names of any Skyscanner Group Company in any language or any variations thereof;
“Skyscanner Site” means the website located at the URL www.skyscanner.net (or any other URL which replaces this URL or is used in addition to target specific geographic markets including, without limitation, Tianxun.cn) and any Skyscanner applications for use on mobile devices which incorporate the same or similar functionality and/or content, via which any aspect of the Data Products may be provided;
“Skyscanner Technical Requirements” means any technical or design requirements relating to the Partner’s use of Data Products, as may be notified to Partner by Skyscanner from time to time;
“Term” means the period in which these Terms and Conditions apply to any Initial Terms and/or Renewal Periods applicable to Data Products;
“Travel Data” means flight prices, route data and/or other information relating to available flights and/or other travel, or travel-related options, and/or prices for those options, including without limitation car hire, hotels, insurance, rail travel, bus travel and/or parking provided as part of the Live Pricing Services;
“Travel Insight Data” means Skyscanner’s proprietary data or proprietary data visualisation made available as part of the Travel Insight Services including, without limitation, relating to user searches, exits, pricing and/or other aggregated data;
“Travel Insight Services” means the provision of the Travel Insight Data to the Partner by Skyscanner in accordance with the Agreement, either through an API, sending reports, on Travel Insight Vision or by any other means Skyscanner may offer from time to time, as specified in the Order Form;
“Travel Insight Vision” means Skyscanner’s software as a service which Skyscanner may make available to Partners to access Travel Insight Data as part of the Travel Insight Services;
“Travel Rankings Data” means Skyscanner’s proprietary data relating to route positioning relative to all providers provided as part of the Travel Rankings Services; and
“Travel Rankings Services” means Skyscanner’s provision of proprietary software, Travel Rankings Data and content services as updated from time to time via an API which provides the Partner with direct access to the Travel Rankings Data, as specified in the Order Form.
1.2. Defined terms used but not defined herein shall have the meaning set out in the Order Form.
2. DATA PRODUCTS
2.1. Skyscanner may at any time offer to provide the Partner with Data Products and in doing so:
a) If the Partner Portal is agreed in the Order Form as a method of delivery of Data Products and/or Data or tracking thereof, Skyscanner shall: (i) provide Partner with Login Details which will allow the Partner to access the Partner Portal; and (ii) use commercially reasonable endeavours to make the Partner Portal available 24 hours a day, seven days a week, except for planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time and unscheduled maintenance performed outside normal business hours, provided that Skyscanner has used reasonable endeavours to give the Partner reasonable notice in advance.
b) To the extent that Skyscanner is providing Partner with Travel Insight Services, Skyscanner shall: (i) make the Travel Insight Services and/or Travel Insight Data available on the Partner Portal; and/or (ii) on the Effective Date and on a weekly basis (or such other time period as may be agreed between Parties in writing) during the Term thereafter either send to Partner by email, or make available to Partner via the Partner Portal, the Travel Insight Data relating to the immediately preceding period; and/or (iii) provide the Partner with an API Key and make the Travel Rankings Data available via that API.
c) To the extent that Skyscanner is providing Partner with Live Pricing Services, Skyscanner shall: (i) make the Travel Data available pursuant to the provision of the Live Pricing Services in accordance with the Agreement; (ii) make the number of Calls made visible on the Partner Portal; and/or (iii) where agreed, send a Call report for the previous month with the invoice.
d) To the extent that Skyscanner is providing Partner with Travel Rankings Services, Skyscanner shall (i) provide the Partner with an API Key; and (ii) make the Travel Rankings Data available via that API.
3. RESTRICTIONS AND UNAUTHORISED ACTIVITIES
3.1. Partner shall only access and use Data Products:
a) in accordance with the Permitted Purpose;
b) in accordance with the applicable Skyscanner Technical Requirements;
c) via the access method as agreed, including, without limitation, via the Partner Portal, an API Key, Login Details, software as a service, report or other method of distribution as Skyscanner makes available from time to time;
3.2. Partner shall:
a) to the extent applicable, not share Login Details, API Keys or other access methods between Partner Personnel;
b) not access, scan, copy, index or in any way exploit any underlying data, code, content or other material provided by Skyscanner in conjunction with the Data Products;
c) not modify, adapt, translate, reverse engineer, disassemble or decompile the Data Products or circumvent any technological protections embodied therein, or attempt to reconstruct, identify or discover any source code, except and only as expressly permissible by law;
d) to the extent applicable, not place unnecessary strain on any API but shall apply good technical practices and not make excessive Calls nor exceed any Call limits set out in the Skyscanner Technical Requirements
e) not without the prior written consent of Skyscanner, resell, redistribute or repackage the Data Products or Data or transfer, license, lease, assign, distribute, display, disclose or otherwise make available or commercially exploit the Data Products or Data in whole or in part in any format to any third parties, except as expressly permitted herein or in the Order Form;
f) not use Data in connection with or to promote any products, services or materials that constitute, promote or are used for the purpose of dealing in: spyware, adware, or other malicious programs or code; counterfeit goods; unsolicited mass distribution of email; multi-level marketing proposals, hate materials, hacking/ surveillance/ interception/ descrambling equipment, libellous, defamatory, obscene, pornographic, abusive or otherwise offensive content, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, gambling, or weapons and accessories;
g) treat the Data, and to the extent applicable, Login Details and API Keys, as confidential and apply the same security measures and degree of care to the Data, Login Details and API Keys as Partner applies to its own Confidential Information, which Partner warrants as providing adequate protection from unauthorised disclosure copying or use;
h) not in any way directly or indirectly, (i) damage, interfere with or disrupt Data Products, the Data or any one of Data Products or any part of the Data, or any other products or services offered or made available by Skyscanner; or (ii) introduce or permit the introduction of, or transmit in any way, any virus, vulnerability, spyware, worm, Trojan horse, authorisation key, licence control utility, software lock or any other restrictive control into Skyscanner’s network, information systems, Data Products, Data or any part of thereof;
i) comply with all laws and regulations when using Data Products and Data and not use Data Products or Data for illegal or illegitimate purposes;
j) procure that appropriate security measures (including, without limitation, bot-detection software) are in place at all times to ensure that Data cannot be consumed by any third party websites or scanned, copied, indexed, sorted or otherwise exploited by any third party automated computer program or application;
k) use all reasonable endeavours to prevent any unauthorised access to, or use of, Data and Data Products and, in the event of any such unauthorised access or use, promptly notify Skyscanner;
l) not use Data Products or Data in any manner whatsoever that may prejudice or damage Skyscanner’s business; and
m) not without the prior written consent of Skyscanner: (i) remove, alter or replace any notices of authorship, trademarks, business names, logos or other designations of origin on the Services or Data or pass off or attempt to pass off the Services or Data as the product of anyone other than Skyscanner; or (ii) modify, adapt, translate, reverse engineer, disassemble or decompile the Services or Data or circumvent any technological protections embodied therein, or attempt to reconstruct, identify or discover any source code, except and only as expressly permissible by law.
4. SERVICE FEES
4.1. Partner shall pay the Service Fees to Skyscanner in accordance with the Order Form. All fees quoted and payments made hereunder shall be made in accordance with the Agreement and shall be exclusive of any applicable taxes, except where the Partner is required by law to make such payment subject to the deduction of withholding tax, in which case the sum paid by the Partner shall be increased to the extent necessary to ensure that Skyscanner receives an amount equal to the Service Fees it would have received had no such deduction or withholding been required.
4.2. Unless otherwise set out in the Order Form, Skyscanner shall send the Partner an invoice covering all Data Products received approximately five (5) business days following the end of a calendar month for payment by the Partner monthly in arrears.
4.3. Unless a different period is stated in the Order Form, the Partner shall pay Service Fees by electronic bank transfer within thirty (30) calendar days from the date of the invoice, provided that in the event of an unsatisfactory credit check Skyscanner shall be entitled to amend the applicable payment terms immediately upon giving the Partner notice in writing, including via email.
4.4. All sums payable in accordance with this clause 4 shall be made in the currency as set out in the Order Form. Each Party shall account to the relevant authorities for any taxes, insurance, contributions and other levies for which that Party is liable.
4.5. Skyscanner will send the necessary bank remittance details to Partner and notify Partner of any changes to this. Where applicable, on or before the Effective Date Partner shall provide Skyscanner with such information as may be required by Skyscanner to complete the Partner Billing Form.
4.6. Where the Partner fails to pay an invoice by the due date, Skyscanner will have the right to, without limiting other rights available to it, charge interest on overdue amounts on a day-to-day basis from the original due date until the overdue amount is paid in full, at a rate of four per cent (4%) per annum above the Bank of England base lending rate in force, and/or suspend Data Products until the overdue amount is paid in full.
4.7. Where the Contracting Entity is Skyscanner Brasil Tecnologia Ltda, the burden of contributions to the Social Integration Program (PIS), the Social Security Fund (COFINS), and the Service Tax (ISS) incurred on Skyscanner’s revenues as well as any other taxes which may be introduced such as sales tax or value added tax shall be borne by the Partner and added to the net fees, along with withholding taxes, if applicable.
4.8. The Agreement is subject to the relevant prevailing legislation, and in the event that any new legislation is introduced that reduces or increases the taxes to be levied, or in the event that new taxes are created, the Agreement will be ruled by the legislation in force, and in case of any supervening legislations, that reduces or increases the taxes to be levied, or in case that new taxes are created, the Service Fees shall be revised in order to reflect the change.
4.9 Where the Agreement is renewed in accordance with clause 10.1 or otherwise, the Service Fees shall be increased for the renewal term by the then prevailing Consumer Price Index + 3% above the Service Fees that are applicable in the immediately preceding term.
5. CONFIDENTIALITY
5.1. Each Party undertakes to keep the other Party’s Confidential Information confidential and shall not use such Confidential Information except for the purpose of exercising or performing its rights and obligations under the Agreement.
5.2. Each Party in receipt of the other Party’s Confidential Information may only disclose such Confidential Information: (i) Partner Personnel or representatives or advisers or any entity it directly or indirectly controls, is controlled by, or is under common control with, and who need to know such information for the purposes of exercising that Party’s rights under the Agreement; and/or (ii) as may be required by law, court order or any governmental or regulatory authority provided that, to the extent it is legally permitted to do so, the Party which is required to make such a disclosure gives the other Party as much notice of this disclosure as possible.
5.3. Confidential Information shall not include information: (i) which was in the lawful possession of the receiving Party prior to it being disclosed by the disclosing Party; (ii) received independently by the receiving party in good faith from a third party; or (iii) which is or becomes (through no act or failure to act by the receiving party) public knowledge.
5.4. Neither Party may issue a press release regarding the Agreement or Partner’s engagement with Skyscanner without the prior written consent of the other Party.
6. DATA PROTECTION
Notwithstanding any other provision of this Agreement, in exercising its rights and performing its obligations under this Agreement the Parties shall, to the extent necessary, at all times comply with all applicable data protection and privacy laws and regulations and shall not do or omit to do anything which has the effect of placing the other Party in breach of any such laws or regulations.
7. INTELLECTUAL PROPERTY RIGHTS
7.1. Partner acknowledges and agrees that all rights, titles and interests, including without limitation all Intellectual Property Rights subsisting in or associated with the Data Products, Download Site, Skyscanner Site and Data are owned by or licensed to Skyscanner, and that the Partner shall not acquire any rights, titles, or interests in or to any Intellectual Property Rights subsisting in or associated with the Data Products, Download Site, Skyscanner Site and/or Data except as expressly set out in this Agreement.
7.2. Subject to clause 7.3, the Parties agree that all Intellectual Property Rights created or developed in the course of Skyscanner performing, or Partner using, Data Products shall be the property of Skyscanner, and Partner hereby assigns all such Intellectual Property Rights to Skyscanner immediately following their creation. Partner shall do all such things and assign and/or execute all documents or other instruments necessary in the reasonable opinion of Skyscanner to fully vest in and enable Skyscanner to obtain, defend and enforce the rights assigned to it under this clause 7.3.
7.3. Without prejudice to clause 7.1, Skyscanner acknowledges and agrees that all rights, titles and interests, including without limitation all Intellectual Property Rights, subsisting in any reports, analysis, data or information lawfully generated by the Partner from the Data shall be owned by the Partner.
7.4. Partner hereby grants Skyscanner and each of the Skyscanner Group Companies a non-exclusive, non-revocable, royalty-free licence for the duration of this Agreement to use Partner Content in the Travel Rankings Services and/or Travel Insight Services.
8. WARRANTIES AND INDEMNITY
8.1. Skyscanner warrants that it has full power and authority to enter into this Agreement. Skyscanner makes no other warranty of any kind, whether express or implied, statutory or otherwise, including without limitation warranties of merchantability, fitness for a particular use, and non-infringement. In particular, Skyscanner does not warrant that the Data Products, Data, or any part thereof, including, without limitation, the Download Site: (i) will meet the Partner’s requirements; (ii) are accurate, complete or up to date; (iii) will always be available or uninterrupted; and/or (iv) are secure or free from errors, faults or defects.
8.2. Partner warrants and undertakes to Skyscanner and the Skyscanner Group Companies that: (i) it has full power and authority to enter into this Agreement; (ii) it shall at all times comply with all Mandatory Policies and all applicable laws, statutes, regulations and codes relating to subjects raised in the Mandatory Policies, and that it shall not do, or omit to do, any act which may lead Skyscanner to be in breach of them; (iii) that Partner domain names and meta-tags do not and shall not at any time contain any of the Skyscanner Marks. The Partner further warrants that it shall not purchase any domain name, keyword, search term or other right, or otherwise contract with a third party, to exploit any Skyscanner Marks for the purpose of causing the Partner’s operated websites to appear as a search result or for any other reason.
8.3. Partner hereby agrees to indemnify and keep Skyscanner and the Skyscanner Group Companies indemnified from and against all actions, claims, proceedings, costs, damages and expenses (including, without limitation, legal fees) it suffers arising out of the Partner’s or Partner’s affiliate’s unlawful or unauthorised use of the Data Products or Data or out of any breach by the Partner of any of the provisions of the Agreement.
9. LIMITATIONS OF LIABILITY
9.1. Nothing in these Terms and Conditions will limit either Party’s liability for death or personal injury caused by its negligence, loss caused by fraud or fraudulent misrepresentation or any loss which by law cannot be excluded or limited.
9.2. Partner acknowledges and agrees that: (i) the Data Products are provided ‘as is’ and that as Skyscanner obtains the Data from third party data providers, the availability and accuracy of Data is wholly dependent upon such third party data providers, and consequently, whilst Skyscanner shall endeavour to check the accuracy of such data periodically, Skyscanner shall not be responsible or liable in any way for the non-availability or inaccuracy of any Data; (ii) Partner’s use of the Data Products is entirely at its own risk; and (iii) owing to the nature of the Internet and the fact that the Partner’s access to the Data Products involves functionality outside Skyscanner’s control, Skyscanner is not responsible for any technical problems that the Partner may experience with the Data Products or Data.
9.3. The following types of loss are wholly excluded, however caused and under any theory of liability, including but not limited to contract or tort (including strict liability and negligence), and whether or not a Party was or should have been aware of the possibility of such damage and notwithstanding the failure of essential purpose of any limited remedy stated herein: (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of anticipated savings; (v) loss of use or corruption of software, data or information; (vi) loss of or damage to goodwill; and/or (vii) indirect or consequential loss.
9.4. Skyscanner’s aggregate liability arising out of or in relation to the Agreement shall not exceed the greater of: (i) £5000; or (ii) the Service Fees paid or payable by the Partner to Skyscanner under the Agreement in the 12 months period from which the liability first arose.
9.5. Skyscanner will not be liable for: (i) inaccuracies or omissions (other than for fraudulent misrepresentation) in the content of the Data Products or the Data; or (ii) any loss, damage, cost or expense of any kind incurred by the Partner arising in connection with Partner’s access to, use of, or inability to use, the Data Products, the Data or any content contained in them and Partner hereby releases Skyscanner from all such liability.
9.6. The Parties agree that this clause 9 represents a reasonable allocation of risk.
10. TERM AND TERMINATION
10.1 The Agreement shall commence on the Effective Date and shall continue for the Initial Term and thereafter shall be automatically renewed for successive periods equal to the duration of the Initial Term (each a Renewal Period), unless and until the Partner gives thirty (30) days’ written notice to Skyscanner of its intention not to renew the applicable Initial Term or Renewal Period. If the Partner gives notice under this clause 10.1 of its intention not to renew an Initial Term or Renewal Period and there is no other effective Term in existence, the Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period.
10.2. Skyscanner may terminate the Agreement at any time for convenience by giving 30 days’ prior written notice to the Partner.
10.3. Skyscanner may terminate this Agreement immediately upon written notice to the Partner in the event of a breach of clause 3.
10.4. Either Party may terminate the Agreement immediately if the other Party: (i) commits a material breach of any of its obligations under the Agreement which (if capable of remedy) is not remedied within 30 days of written notification to do so; or (ii) there is an Insolvency Event.
10.5. Upon termination of the Agreement: (i) all license rights granted herein by Skyscanner shall terminate, except that the Partner shall be entitled to continue to use for the Permitted Purpose and in accordance with the Agreement any Data in its lawful possession as at the point of termination; (ii) each Party shall return to the other Party, or destroy and certify the destruction of, all Confidential Information of the other Party; and (iii) Partner shall immediately delete all software, data, content and information concerning the Services and Data from its systems (except for any Data in Partner’s lawful possession as at the point of termination and any reports, analysis, data or information generated by the Partner from the Data as permitted by the Agreement) and, where requested by Skyscanner, confirm in writing that Partner has done so; and (iv) Partner shall immediately pay Skyscanner in full any outstanding Service Fees.
10.6. In the event of any termination or expiration of the Agreement for any reason, clauses 1, 4, 5, 6, 7, 8, 9, 10.5, 12 and 13 shall survive termination.
11. LEGAL REMEDIES
11.1. Partner acknowledges that the unauthorised use of Data Products may result in irreparable damage and injury to Skyscanner and/or the Skyscanner Group Companies and/or its affiliates or licensors for which money damages would be inadequate. Consequently, in the event of such unauthorised use, Skyscanner, the Skyscanner Group Companies and/or licensors (as applicable) shall have the right, in addition to any other legal remedies available to them, to seek an immediate injunction against the Partner prohibiting any further use of Data Products.
11.2. Nothing in the Agreement shall be interpreted to limit the remedies available pursuant to statutory or other legal authority that Skyscanner, the Skyscanner Group Companies and/or licensors may have.
12. THIRD PARTY RIGHTS
12.1. This clause 12.2 only applies to Agreements where the Contracting Entity is Skyscanner Limited and not Skyscanner Private Limited.
12.2. Subject to clause 12.3, the Agreement is made for the benefit of the Parties and (where applicable) their successors and permitted assigns and is not intended to benefit or be enforceable by anyone else.
12.3. In the event of any negligence or breach of the Agreement by the Partner which results in Loss being suffered by any Skyscanner Group Company, that Loss will: (i) be deemed to have been incurred by Skyscanner; and (ii) be recoverable by Skyscanner or a Skyscanner Group Company from the Partner as if it was a Loss of Skyscanner. For this purpose, any Loss suffered by Skyscanner Group Companies will not be treated as being indirect (loss of profit or loss of a chance), special, incidental, consequential, exemplary or punitive because it has been suffered by a Skyscanner Group Company and not by Skyscanner directly.
13. MISCELLANEOUS
13.1. Neither Party is entitled to assign, sub-contract or sub-licence any of its rights or obligations under the Agreement in whole or in part without the prior written consent of the other Party (such consent not to be unreasonably withheld), except that Skyscanner may at any time assign, novate or sub-contract any of its rights and/or obligations under the Agreement to any Skyscanner Group Company.
13.2. If any provision of the Agreement or any variation thereof is determined to be invalid and unenforceable to any extent, that provision shall be severed from the body of other provisions and these provisions shall continue to the fullest extent permitted by law.
13.3. No failure or delay to exercise, or partial exercise by a Party of any right or remedy by law shall constitute a waiver of that or any other right or remedy.
13.4. Any notice required to be given under the Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other Party at its address set out in the Order Form, or such other address as may have been notified by that Party for such purposes. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
13.5. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the relevant governing law as set out below:
| Region | Contracting Entity | Governing Law |
| Europe, the Middle East, Africa | Skyscanner Limited | England and Wales |
| North, Central and South Americas (excluding Brazil) | Skyscanner Limited | England and Wales |
| Asia-Pacific | Skyscanner Private Limited | Singapore |
| Japan | Skyscanner Japan K.K. | Japan |
| Brazil | Skyscanner Brasil Technologia Ltda | Brazil |
13.6. The Parties irrevocably agree that the courts of as set out below shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or their subject matter, including non-contractual disputes:
| Region | Contracting Entity | Courts with jurisdiction |
| Europe, the Middle East, Africa | Skyscanner Limited | England and Wales |
| North, Central and South Americas (except Brazil) | Skyscanner Limited | England and Wales |
| Asia-Pacific | Skyscanner Private Limited | Singapore |
| Japan | Skyscanner Japan K.K. | Tokyo District Court |
| Brazil | Skyscanner Brasil Technologia Ltda | City of São Paulo |
13.7. These Terms and Conditions are drafted in the English language. If these Terms and Conditions, or any part of the Agreement, are translated into any other language, the English language shall prevail.
13.8. The Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
Published June 2024
