SKYSCANNER PR AGENCY TERMS & CONDITIONS
1. DEFINITIONS
In these Terms, the following definitions shall apply:
- 1.1.1. “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
- 1.1.2. “EU Data Protection Laws” means the Data Protection Act 2018 and GDPR (as transposed into domestic legislation of each EU Member State), as amended, replaced or superseded from time to time, including, without limitation, by laws implementing or supplementing the GDPR and/or the Data Protection Act 2018;
- 1.1.3. “GDPR” means the EU General Data Protection Regulation 2016/679;
- 1.1.4. “Loss” losses, liabilities, costs, charges, damages, expenses, actions, proceedings, claims or demands; and
- 1.1.5. “Skyscanner Group Company” means any entity that directly or indirectly controls, is controlled by, or is under common control with Skyscanner;
2. AGENCY OBLIGATIONS
2.1. At all times during the Agreement, the Agency warrants and undertakes to Skyscanner that it shall:
- 2.1.1. perform the Services with all due skill, care and diligence and in accordance with best industry practice and in accordance with the Service Level Agreement as set out at Schedule 1 to these Terms;
- 2.1.2. use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Agency’s obligations are fulfilled;
- 2.1.3. have full capacity and authority to perform the Services;
- 2.1.4. use best endeavours to respond to and resolve Skyscanner’s issues in a manner acceptable to Skyscanner;
- 2.1.5. perform the Services in a manner that is at all times compliant with all applicable laws and regulations as in force from time to time in the relevant Markets;
- 2.1.6. at all times comply with all applicable laws and regulations relating to anti-bribery and anti-corruption including but not limited to, the Bribery Act 2010 (the “Anti- Bribery Laws”) and that it shall not do, or omit to do, any act which will lead to Skyscanner, or its ultimate holding company or any subsidiary of its ultimate holding company, being in breach of any of the Anti-Bribery Laws;
- 2.1.7. comply with all relevant Skyscanner instructions and with other reasonable requests of Skyscanner;
- 2.1.8. not do or omit to do anything which may cause Skyscanner to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business;
- 2.1.9. not enter into a contract for services with any competitor of Skyscanner, being any other travel meta-search engine or travel marketplace, without Skyscanner’s prior written consent; and
- 2.1.10. take out and maintain insurance with a reputable insurance company of no less than €5,000,000 coverage against any loss or damage whatsoever to Skyscanner, Skyscanner’s employees, Skyscanner’s property, and any third party, whether caused by the Agency’s (or its sub-contractors’) default in providing the Services or otherwise through the Agency’s (or its sub-contractors’) negligence or intent in amounts adequate to cover any such potential loss or damage that may be incurred by Skyscanner (or such other amounts as may be specified on the Order). The Agency shall provide evidence of such cover to Skyscanner upon Skyscanner’s request.
3. FEES
Invoices
- 3.1. Skyscanner shall pay the Service Fees as set out in the PR Agency Order Form in return for the Services as properly delivered under this Agreement. All Service Fees shall be paid within 30 days of receipt by Skyscanner of a valid invoice.
- 3.2. Skyscanner shall be permitted to withhold any Service Fees that it disputes in good faith and pay only the undisputed Services Fees of an invoice in accordance with clause 3.1 above.
Remedies
- 3.3. In the event that Skyscanner forms the view that the Services have not been provided in accordance with the terms of this Agreement, Agency will provide a full revision, free of charge, to re-perform the Services to Skyscanner satisfaction. Turnaround times for revisions will be calculated on the volume of the material and are to be delivered within 24 hours (Mon-Fri). Any re-performed Services shall comply in all respects with the Agency’s warranties. In the event that after re-performance of the Services Agency still fails to provide Services in line with the required standards and quality, Skyscanner may:
- 3.3.1. reject any of the Services or any part thereof and require the immediate refund of any monies already paid;
- 3.3.2. refuse any further provision of any Services (including under another agreement);
- 3.3.3. by itself or through arrangements with a third party make good or re-perform the Services at the Agency’s cost. The Agency shall immediately on demand reimburse Skyscanner its costs and expenses of such making good or re-performance; and
- 3.3.4. in any case claim such damages as it may have sustained or take such other action it may be entitled to take in connection with the Agency’s breach of this Agreement.
4. INTELLECTUAL PROPERTY
- 4.1. The Agency acknowledges and agrees that all right, title and interest in and to all 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 (“Intellectual Property Rights”) subsisting in any images, texts, recordings, documents, data, specifications, materials or creatives prepared by Agency and/or provided to the Agency by Skyscanner pursuant to the Agreement are owned by or licensed to Skyscanner in accordance with clause 4.2 below, and shall be transferred or returned to Skyscanner upon completion or termination of the Agreement.
- 4.2. The Agency hereby assigns to Skyscanner by way of present assignment of existing and future rights absolutely and as beneficial and legal owner with full title guarantee and free from all charges, encumbrances and liens any and all right, title and interest, past, present and future, in and to all Intellectual Property Rights subsisting therein, except to the extent that such Intellectual Property Rights were owned by or licensed to the Agency prior to the date of the delivery of the Services, in which case the Agency hereby grants to Skyscanner a non-exclusive, non-terminable, perpetual, royalty-free, fully transferable and sub- licensable licence to use such Intellectual Property Rights as necessary to enable Skyscanner to receive/use any deliverable connected/delivered in connection with the Services.
- 4.3. The Agency shall obtain waivers of any relevant moral rights which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction.
- 4.4. The Agency warrants that the performance of the Services by the Agency, Skyscanner’s receipt of the Services or use of any deliverable delivered in connection with the Services do not and shall not infringe the Intellectual Property Rights of any third party and that it has the rights, licenses and consents necessary to give effect to its obligations under this clause 4.
- 4.5. The Agency 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 defend and enforce the rights assigned to it under this clause.
- 4.6. The Agency shall not use or allow to be used in any manner not approved by Skyscanner, any trade marks or trade names required by Skyscanner to be applied or used by the Agency in relation to the Services.
- 4.7. The Agency shall not do or authorise any third party to do any act which would or might invalidate or be inconsistent with any Intellectual Property Rights of Skyscanner and shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect.
5. DATA PROTECTION
5.1. Notwithstanding any other provision of the Agreement, in exercising their respective rights and performing their respective obligations under the Agreement the Parties shall comply with the Data Protection Laws 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.
6. INDEMNITY
6.1. The Agency shall indemnify Skyscanner against any direct, indirect or consequential losses, damages, proceedings, liabilities, claims, costs and expenses (including legal expenses on a full indemnity basis) which may be suffered or incurred by Skyscanner as a result of or arising out of or in connection with:
- 6.1.1. any breach by the Agency of any warranty given in this Agreement or of clauses 4, 5 or 7 of this Agreement; or
- 6.1.2. any actual or alleged infringement by the Agency of the Intellectual Property Rights of any third party or Skyscanner;
- 6.1.3. any claim made against Skyscanner by a third party arising out of or in connection with the supply of the Services, to the extent that such claim arises of out the breach, negligent performance, failure or delay in performance or any breach of the Agency’s obligations under this Agreement by the Agency, its employees, agents or subcontractors, including any breach of such party’s Intellectual Property Rights.
7. CONFIDENTIALITY
- 7.1. Each party (the “Recipient“) shall keep all confidential information of the other party (the “Disclosing Party“) in the strictest confidence. Save for the purposes of fulfilling its obligations under the Agreement, the Recipient shall not, without the prior written consent of the Disclosing Party, disclose, divulge or grant access to the confidential information which it has received and shall not permit any of its employees, agents or officers to disclose, divulge or grant access to such confidential information.
- 7.2. Notwithstanding clause 7.1, a Recipient may disclose confidential information which it has received if:
- 7.2.1. it is required to do so by any governmental, local government or regulatory authority or by law (but then only to the extent it is strictly required to do so);
- 7.2.2. it is strictly necessary for the purpose only of obtaining professional advice in relation to the Agreement;
- 7.2.3. it was already lawfully known to the Recipient prior to the time of disclosure by the Disclosing Party (where the Recipient can prove the same with documentary evidence); or
- 7.2.4. it is information which subsequently becomes public knowledge other than by breach of the Agreement by the Recipient.
- 7.3. The Agency may not make public or advertise the fact that it works with Skyscanner, without Skyscanner’s prior written consent.
8. TERM & TERMINATION
- 8.1.1. Where the Agency has been engaged on a retainer basis, the Agreement shall last for the term set out on the PR Agency Order From, subject to Skyscanner having the right to give thirty days’ written notice at any time to terminate the Agreement.
- 8.1.2. Where the Agency has been engaged on a project basis, the Agreement shall last for the duration of the relevant project.
- 8.1.3. In addition to Skyscanner’s remedies set out in clause 3.3, Skyscanner may terminate this Agreement or
- 8.1.4. suspend the whole or any outstanding part of it immediately upon written notice to the Agency if: –
- 8.1.5. the Agency consistently fails to complete and deliver the Services on the date or within any time period for completion, or consistently fails to meet the response/resolution times agreed with Skyscanner.
- 8.1.6. the Agency is unable to pay its debts as they fall due, ceases (or threatens to cease) to carry on its business, enters into any arrangement or composition with its creditors, commits any act of bankruptcy or an order is made or an effective resolution is passed for its winding up, or if a petition is presented to court, or if a receiver and manager, receiver, administrative receiver or administrator is appointed or suffers any foreign equivalent of the foregoing; or
- 8.1.7. Skyscanner has reasonable grounds for suspecting that an event in Clause 8.1.6 has occurred or will occur, or that the Agency will not provide the Services in accordance with the Agreement.
8.2. Upon termination, either party shall upon written request by the other party return or destroy and certify the destruction of, all confidential information of the other party.
9. MISCELLANEOUS
- 9.1.1. Each right or remedy of Skyscanner under the Agreement is without prejudice to any other right or remedy of Skyscanner under this Agreement or any other agreement.
- 9.1.2. This Agreement shall not be amended except in writing signed by a duly authorised representative of each party.
- 9.1.3. Nothing in this Agreement shall create or be deemed to create a partnership between the parties.
- 9.1.4. Nothing in this Agreement shall limit Skyscanner’s ability to engage other service providers for services similar or the same to the Services provided by Agency.
- 9.1.5. This Agreement is made for the benefit of the Parties and (where applicable) their successors and permitted assigns, and is not intended to be enforceable by anyone else.
- 9.1.6. Neither party shall attempt to solicit or entice away or solicit or entice away from the employment or service of the other party any employee or contractor of such other party who has been engaged in the provision of the Services or management of this Agreement other than by means of a national advertising campaign open to all- comers and no specifically targeted at such staff of the relevant party.
- 9.1.7. The Agency shall not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement without the prior written consent of Skyscanner.
- 9.1.8. Skyscanner shall be permitted to assign, transfer, charge or subcontract any of its rights or obligations under the Agreement to any company within Skyscanner’s group.
- 9.1.9. Any provision of this Agreement which is held by a competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of this Agreement and the remainder of such provision shall not be affected.
- 9.1.10. Notices must be in writing, in English, to Skyscanner’s or the Agency’s address as stated below (failing which, their respective registered office address, above) and may be delivered by hand, first class post or by electronic mail. If delivered by hand, the notice shall be deemed delivered on the first working day after day of delivery. If delivered by post, the notice will be deemed delivered on the third working day after being placed prepaid in the first class post. If delivered by electronic mail, the notice will be deemed delivered at the time of transmission.
- 9.1.11. No failure or delay by either party to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same or of some other right, power or remedy. No remedy for either party conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy, and every remedy will be cumulative and in addition to every other remedy.
- 9.1.12. Clauses 4, 5, 6 and 7 and 8.2 of this Agreement shall have effect after termination of the Agreement and shall continue to be enforceable notwithstanding termination.
- 9.1.13. Subject to clauses 9.14 and 9.15, below, a person who is not a party to the Agreement shall not have any rights under or in connection with the Agreement and any of its terms shall not be enforceable by virtue of the Agreements (Rights of Third Parties) Act 1999.
- 9.1.14. In the event of any negligence or breach of this Agreement by the Agency which results in any loss being suffered by any Skyscanner Group Company, that Loss will be deemed to have been incurred by Skyscanner and be recoverable by Skyscanner or a Skyscanner Group Company from the Agency as if it was loss or damage of Skyscanner.
- 9.1.15. The Agreement shall be governed by and construed in accordance with the laws of England and Wales and the Agency submits to the exclusive jurisdiction of the courts of England and Wales.
SCHEDULE 1
SERVICE LEVEL AGREEMENT
The Agency shall, as a minimum, provide the following, with any additional service levels to be determined by Skyscanner:
– Weekly activity call with Skyscanner team
– Weekly status report- market insight, activity delivered and activity planned – Weekly coverage logging/ reporting via central system
– Project specific calls
– Market strategy reporting quarterly
– Activity reporting monthly and quarterly
– Attend quarterly brainstorms
– Attend 2 x agency day meeting annually
