Partner Terms – Skyscanner PTE
1.DEFINITIONS
In these Terms the following definitions shall apply:
1.1 “Anti-BriberyLaws” means all applicable laws, statutes, regulations and codesrelating to anti-bribery and anti-corruption including but not limited to, theBribery Act 2010;
1.2 “AgreedPurposes” means the delivery, monitoring, analysis and improvement ofthe Services;
1.3 “Click” meansan End User referral from the Skyscanner Site and/or a Skyscanner AffiliateSite (as applicable) to the Customer Site;
1.4 “ConfidentialInformation” means all information, including the existence andcontent of these Terms designated as confidential or which ought reasonably tobe considered confidential, which may include, without limitation, informationrelating to a Party’s business, products, developments, trade secrets, know-howor other matters connected with the Services;
1.5 “Content” meansall necessary data and information relating to You or any Travel Partner, whichis provided to or accessed by, or on behalf of, Skyscanner pursuant to theseTerms;
1.6 “Controller” shallhave the same meaning as in the GDPR and any replacement or successorlegislation;
1.7 “CustomerAcquisition” means a Sale made on the Customer Site or via theDirect Booking Platform by an End User where that End User has made a Click tothe Customer Site or the Direct Booking Platform within thirty (30) days priorto the Sale, and where such Click is the last-paid click (for which purposes,pay per click brand keywords shall not be considered clicks) prior to the Sale;
1.8 “CustomerBrands” means the Intellectual Property Rights in any branding,trade names, or get-up owned by or licensed to You or any Travel Partner;
1.9 “CustomerSite(s)” means Your operated websites at the URL(s) specified inthe Partner Order Form, or any geographical variance, any Travel Partner’swebsite and any Customer or any Travel Partner’s applications for use on mobiledevices which incorporate the same or similar functionality and/or content;
1.10 “DataProtection Laws” means EU Data Protection Laws and, to the extentapplicable, the data protection or privacy laws of any other country;
1.11 “DirectBooking Intermediary” means any third party which You instructSkyscanner to transfer Personal Data to pursuant to the delivery of the DirectBooking Services;
1.12 “DirectBooking Platform” means the section of the Skyscanner Site viawhich End Users are able to book travel and/or travel-related options with theCustomer (previously known as the ‘Facilitated Booking Platform’);
1.13 “DirectBooking Services” means the provision of travel and/or travelrelated reservation services via the Direct Booking Platform (previously knownas the ‘Facilitated Booking Services’);
1.14 “EndUser” means a user of the Skyscanner Site and/or a SkyscannerAffiliate Site;
1.15 “EndUser Direct Booking Data” means any Personal Data relating to EndUsers that is transferred to You pursuant to delivery of the Services;
1.16 “EUData Protection Laws” means GDPR, as amended, replaced or superseded from time to time, including,without limitation, by laws supplementing the GDPR;
1.17 “GDPR”means the EU General Data Protection Regulation 2016/679;
1.18 “InsolvencyEvent” means (i) a party suspends, or threatens to suspend, itsbusiness or payment of its debts, or is unable to pay its debts as they falldue; or (ii) it commences negotiations with all or any class of its creditorswith a view to rescheduling any of its debts; or (iii) steps are taken byitself or a third party, towards its winding up or the appointment of anadministrator; or any event occurs, or proceeding is taken, with respect to itin any jurisdiction to which it is subject that has an effect equivalent orsimilar to any of the events mentioned herein;
1.19 “IntellectualProperty Rights” means any registered or unregisteredintellectual property rights, including all applications (or rights to apply)for, and renewals or extensions of such rights, which subsist or will subsistnow or in the future in any part of the world. This includes, withoutlimitation, patents, copyright and related rights, moral rights, trade marksand service marks, trade names and domain names and database;
1.20 “Loss” meanslosses, liabilities, costs, charges, damages, expenses, actions, proceedings,claims or demands;
1.21 “PartnerOrder Form” means the order form signed by the Parties prior tothe provision by Skyscanner of the Services whose definitions are incorporatedherein;
1.22 “PermittedRecipients” means You, Skyscanner, a Skyscanner Group Company, aDirect Booking Intermediary and any third-party which a Skyscanner GroupCompany is required to transfer End User Personal Data to in order to deliverthe Agreed Purposes;
1.23 “PersonalData” shall have the same meaning as in the GDPR and anyreplacement or successor legislation;
1.24 “Processor” shallhave the same meaning as in the EU GDPR and any replacement or successorlegislation;
1.25 “ReportingData” means data You make available to us relating to fraudulentchargeback transactions that have not been prevented by the Risk ControlService and which relate to End Users;
1.26 “ResultSet” means the data set provided to the End User by Skyscanner inresponse to a search request carried out on the Skyscanner Site and/or aSkyscanner Affiliate Site including, without limitation, pricing andhyperlinks;
1.27 “RiskControl Service” means the fraud prevention service provided bySkyscanner, Skyscanner UK and/or other Skyscanner Group Companies to reduceinstances of fraudulent transactions via the Direct Booking Services;
1.28 “Sale” meansa reservation based on the purchase of travel or travel-related options fromYou or any Travel Partner for which Skyscanner shall receive a Service Fee;
1.29 “SecurityStandards” means all applicable laws, regulations or standards inrespect of the storage, transmission and/or processing of payment and carddata, including without limitation, the PCI Data Security Standard (PCI DSS)and Payment Application Data Security Standards (PA DSS) version 3.0 asamended, updated and/or replaced from time to time;
1.30 “ServiceFee” means the fee(s) to be paid by You to Skyscanner for theServices, calculated and payable in accordance with Partner Order Form andthese Terms;
1.31 “Services” means,without limitation, (i) the provision of a web- based meta-search facility forEnd Users via the Skyscanner Site to search for available travel ortravel-related options and prices including on the Customer Site or any TravelPartner’s site; (ii) presenting the Result Set to End Users; (iii) enabling EndUsers to select a travel or other travel-related option and to click througheither to the most relevant page on the Customer Site that matches the searchcriteria or, where the Direct Booking Services are being provided, the DirectBooking Platform; (iv) the Direct Booking Services; and (v) the Risk ControlService;
1.32 “SkyscannerAffiliate” means any third party authorised by Skyscanner toaccess or use any of the Skyscanner affiliate programs available via anySkyscanner Site;
1.33 “SkyscannerAffiliate Site” means any website which incorporates or makes useof any of the Skyscanner Affiliate programs available via any Skyscanner Siteand any Skyscanner Affiliate applications for use on mobile devices whichincorporate the same or similar functionality and/or content;
1.34 “SkyscannerGroup Company” means any entity that directly or indirectlycontrols, is controlled by, or is under common control with Skyscanner;
1.35 “SkyscannerMarks” means the words “Skyscanner”, “Tianxun” or any other trademarks, trade names, logos or brand names of any Skyscanner Group Company in anylanguage or any variations thereof;
1.36 “SkyscannerSite” means the website located at the URL www.skyscanner.net (orany other URL which replaces this URL or is used in addition to target specificgeographic markets including, without limitation, Tianxun.cn) and anySkyscanner applications for use on mobile devices which incorporate the same orsimilar functionality and/or content, via which any aspect of the Services maybe provided;
1.37 “SkyscannerStandards” means (a) that Content shall be accurate, shall notinclude any prices that are not available on the Customer Site, and shall notinclude any information that could reasonably be regarded as misleading,incorporating unfair or unreasonable charges, or result in Skyscanner being inbreach of applicable laws or regulations; and (b) that the services provided toEnd Users by You and any Travel Partners are of a professional standard and donot contain any information that could reasonably be regarded as misleading, orincorporating unfair or unreasonable charges or result in Skyscanner being inbreach of applicable laws or regulations;
1.38 “SkyscannerTechnical Requirements” means any technical requirements relating tothe Content or provision of Content to Skyscanner as may be notified to You bySkyscanner in writing from time to time;
1.39 “Skyscanner UK” means Skyscanner Limited, a Skyscanner Group Companyincorporated in England & Wales with company number 04217916 and registeredoffice at Floor 6, The Avenue, 1 Bedford Avenue, London, United Kingdom, WC1B3AU;
1.40 “SupportedLanguages” means the languages available in production throughthe Skyscanner Site;
1.41 “Term” meansthe period of time from the Effective Date until the termination of theseTerms.
1.42 “TrackingTechnology” means a unique uniform resource locator, trackingpixel, or other similar technology with which You and/ or Skyscanner recordClick activity and Customer Acquisitions on the Skyscanner Site, SkyscannerAffiliate Site, and the Customer Site;
1.43 “TravelPartner” means any third party from which you obtain data thatyou provide to Skyscanner as part of the Content; and
1.44 “UserInterface” means Your online management pages, accessible bySkyscanner, which detail the Customer Acquisitions and Clicks.
2.PROVISION OF SERVICES
2.1 Subjectto implementation time, Skyscanner will provide the Services defined in theseTerms and the Partner Order Form to You from the Effective Date, in theSupported Languages.
2.2 Youshall at all times comply with Your obligations under the Terms and the PartnerOrder Form, the Skyscanner Standards, Security Standards and with anyapplicable Skyscanner Technical Requirements.
2.3 Youacknowledge that by entering into these Terms, Skyscanner may refer its EndUsers to You and any Travel Partners for products and services.
2.4 If atany time during the Term Skyscanner is of the reasonable opinion that theservices and products You or any Travel Partner provide to End Users do notmeet the Skyscanner Standards and/or Security Standards, or if You or anyDirect Booking Intermediary is not operating in compliance with any Data ProtectionLaws, Skyscanner shall be entitled to suspend the Services, in whole or inpart, with immediate effect and ask You to remedy the situation. If You havenot remedied the situation within fourteen (14) days then Skyscanner shall beentitled to terminate these Terms with immediate effect.
2.5 Youshall provide Skyscanner with an electronic list of tracking URLs on or beforethe Effective Date, and thereafter You shall provide all necessary Contentrequired to enable Skyscanner to supply the Services and shall notifySkyscanner immediately where there are any errors or omissions to Content orany other reason why performance of the Skyscanner Site may be affected by YourContent and the steps You are taking to remedy this and associated timescales.
2.6 To theextent Skyscanner is providing You with the Direct Booking Services, You shallprovide and maintain (a) the necessary API feed to Skyscanner; (b) real-timeaccess to Skyscanner of Customer Acquisitions; (c) live links to all terms,conditions and privacy policies (and other customer facing policies) asdisplayed on the Customer Site; (d) all necessary customer service contactdetails for End Users in the Supported Languages for display on the SkyscannerSite; and (e) all necessary services and assistance to allow Skyscanner toprovide the Direct Booking Services and for a Customer Acquisition to takeplace.
2.7 To theextent that Skyscanner is providing You with the Risk Control Service, You (i)shall provide Skyscanner (and/or, where relevant another Skyscanner GroupCompany) with the Reporting Data at the end of each calendar month; and (ii) shall provide all necessaryassistance to Skyscanner (and/or, where relevant another Skyscanner GroupCompany) to aid them in improving the Risk Control Services.
3. PAYMENTS
3.1 Youshall pay the Service Fees to Skyscanner in accordance with these Terms. Allfees quoted and payments made hereunder shall be made in the Partner Order Formand shall be exclusive of any applicable taxes, except where You are requiredby law to make such payment subject to the deduction of withholding tax, inwhich case the sum paid by You shall be increased to the extent necessary toensure that Skyscanner receives an amount equal to Service Fees it would havereceived had no such deduction or withholding been required. No CustomerAcquisitions which are cancelled by an End User shall be deducted from theService Fees due to Skyscanner.
3.2 Youshall implement the Tracking Technology as may be reasonably required from timeto time by the Skyscanner Technical Standards. All Clicks and CustomerAcquisitions recorded by the Tracking Technology will be final. You acknowledgeand confirm that You and Your Travel Partners can accurately record and reportmultiple Customer Acquisitions by an End User following a single Click from theSkyscanner Site to the Customer Site(s).
3.3 WhereSkyscanner has User Interface access, Skyscanner shall send You the invoice forthe previous month’s Service Fees approximately five (5) days following the endof that month. Where Skyscanner does not have User Interface access You shallsend to Skyscanner within 3 business days following the end of each month areport which accurately details the Clicks and Customer Acquisitions in theprevious month and enables Skyscanner to issue an invoice. In the event thatyou do not provide Skyscanner with an accurate report within fourteen (14) daysof the end of the relevant month, Skyscanner shall be entitled to appoint anindependent auditor, at Your cost, to review Your records in order to determinethe Service Fees payable; suspend the Services (in whole or in part) until theoutstanding Service Fees have been calculated and paid; and/or terminate theServices (in whole or in part) immediately on written notice.
3.4 Youshall pay invoices by electronic bank transfer within thirty (30) days of thedate of the invoice, provided that in the event of an unsatisfactory creditcheck Skyscanner shall be entitled to amend the applicable payment termsimmediately upon giving notice to You by email.
3.5 WhereYou fail to pay an invoice by the due date, Skyscanner will have the right tocharge interest on overdue amounts on a day to day basis from the original duedate 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 suspendthe Services until the overdue amount is paid in full.
3.6 At anytime throughout the Term, either Party at its own expense may engage anindependent auditor to review and audit the other Party’s relevant records toverify the Service Fees charged and the other Party shall, having been givenreasonable notice, take reasonable steps to facilitate the review.
4.CONFIDENTIALITY
4.1 EachParty undertakes to keep the other Party’s Confidential Informationconfidential and shall not use or disclose such Confidential Information exceptfor the purpose of exercising or performing its rights and obligations underthese Terms.
4.2 EachParty may disclose Confidential Information received pursuant to these Terms:(i) to employees, officers, representatives or advisers of that Party or anyentity it directly or indirectly controls, is controlled by, or is under commoncontrol with, and who need to know such information for the purposes ofexercising that Party’s rights under these Terms; and (ii) as may be requiredby 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 tomake such a disclosure gives the other Party as much notice of this disclosureas possible.
4.3Confidential Information shall not include any information which was in thelawful possession of the receiving Party prior to its first receipt from thedisclosing Party; or received independently by the receiving party in goodfaith from a third party; or is or becomes (through no act or failure to act ofthe receiving party) public knowledge.
4.4 You may not issue a press release regarding these Terms or your engagementwith Skyscanner without the prior written consent of Skyscanner.
5. DATAPROTECTION
5.1 Theparties acknowledge and agree the following:
5.1.1 inrespect of any Personal Data collected or processed pursuant to delivery of theServices (i) Skyscanner UK shall be a Controller; and (ii) Skyscanner shall actas a processor of Skyscanner UK;
5.1.2 inrespect of any End User Direct Booking Data and any Reporting Data you shallact as an independent Controller of that Personal Data;
5.1.3 exceptwhere expressly agreed in writing by the Parties, any Direct BookingIntermediary is acting as a Processor of Yours (and not of Skyscanner) and Youagree you shall at all times engage such Direct Booking Intermediary pursuantto the requirements imposed on you as a Controller under the Data ProtectionLaws.
5.2 SkyscannerUK and You each respectively warrant that, in respect of any Personal Data thateither Party acts as a Controller in respect of, it shall:
5.2.1 comply with all the obligations imposed on a Controller underthe Data Protection Laws and, in exercising their respective rights andperforming their respective obligations under this Agreement, shall comply withthe Data Protection Laws and shall not do or omit to do anything which has theeffect of placing the other Party in breach of any such laws or regulations;
5.2.2 ensure that it has in place appropriate technical andorganisational measures to protect against unauthorised or unlawful processingof Personal Data and against accidental loss or destruction of, or damage to,such Personal Data;
5.2.3 respond directly to End Users, supervisory authorities andregulators in respect of any enquiries that Party receives from such partiesconcerning the processing of such Personal Data and, where such enquiriesrelate to processing by Skyscanner of Personal Data in the context of theAgreed Purposes, You shall notify Skyscanner of such enquiry;
5.2.4 respond directly to End Users who contact that Party in order toexercise their rights under Data Protection Laws in respect of such PersonalData including, without limitation, subject access requests or erasure request;
5.2.5 provide without undue delay any information reasonably requiredby the other Party in order to effectively respond to any requests:
- from End Usersseeking to exercise their rights under Data Protection Laws in respect ofsuch Personal Data including, withoutlimitation, subject access requests or erasure requests; and
- for information or investigations by supervisory authorities or regulatorsthat relate to such Personal Data being processed for the Agreed Purposes.
5.2.6 maintain complete and accurate records and information todemonstrate its compliance with Data Protection Laws.
5.4 Subject to clause 5.2.4, Skyscanner shall take appropriate stepsvia its privacy policy to explain to End Users the nature of the processing ofthe End User Direct Booking Data and the fact that You specifically, orcategories of recipients similar to You, have access to End User Direct BookingData.
5.5 Without prejudice to the fact that You process End User DirectBooking Data and Reporting Data as an independent Controller, You warrant thatyou shall:
5.5.1 process Personal Data, including without limitation End UserDirect Booking Data and Reporting Data only for the purpose of processingbookings (including undertaking reasonable fraud detection and security checks)or otherwise in accordance with Your terms of service or privacy policy wherethe relevant End User(s) have been provided with these via the Direct BookingPlatform prior to completing the relevant booking;
5.5.2 ensure that any transfer of Personal Data to Skyscanner is madein compliance with Data Protection Laws;
5.5.3 ensure that recipients of any transfer of such Personal Data aresubject to written contractual obligations concerning such Personal Data(including obligations of confidentiality) which are no less onerous than thoseimposed by this Agreement;
5.5.4 provide such information to Skyscanner, and allow Skyscanner andits respective auditors or authorised agents to conduct such audits orinspections within normal business hours and upon reasonable notice during theterm of the Agreement, as it requires to assess and validate the adequacy ofthe security measures that You have in place to protect such Personal Data;
5.5.5 at all times maintain a level of security that meets the requirements set out in the Partner Security Measures;
5.5.6 take appropriate steps via Your privacy policy to explain to EndUsers the nature of the processing of the Reporting Data and the fact thatSkyscanner specifically has access to the Reporting Data;
5.5.7 notify Skyscanner immediately in the event of any incidentinvolving such Personal Data that may adversely affect the accuracy of the RiskControl Service; and
5.5.8 notify Skyscanner immediately in the event of a security breachaffecting such Personal Data that You or a Permitted Recipient has suffered andis required to notify the affected End Users about (“Serious Security Breach”) and provide Skyscanner with suchinformation as may reasonably be required in order to enable Skyscanner torespond to any queries Skyscanner receives from affected End Users about such aSerious Security Breach.
5.6 Subject to clause 5.7, to the extent that You process or transferEnd User Direct Booking Data and/or Reporting Data outside the EuropeanEconomic Area, or to a country in respect of which a valid adequacy decisionhas not been issued by the European Commission, You shall enter the StandardContractual Clauses for the transfer of Personal Data to data controllersestablished in third countries adopted by the Commission Decision 2004/915/EC,dated 27 December 2004, published under document number C(2004) 5271) as a dataimporter.
5.7 To the extent that You process or transfer End User Direct BookingData and/or Reporting Data outside the European Economic Area to the UnitedStates, and the processing of all such Personal Data is covered by Your EU-U.S.Privacy Shield or Swiss-U.S. Privacy Shield certifications, the requirements ofclause 5.6 shall not apply and instead You agree to maintain such PrivacyShield certification throughout the term of the Agreement and to promptlynotify Skyscanner in writing if You cease to maintain, or anticipate therevocation or withdrawal, or are otherwise challenged by any regulatoryauthority as to the status of, or make a determination yourself that You can nolonger meet Your obligations under, the Privacy Shield.
5.8 In the event that the European Commission decisions authorisingthe data transfer mechanisms referred to in clauses 5.6 and 5.7 are held to beinvalid, or that any supervisory authority requires transfers of End User DirectBooking Data and/or Reporting Data made pursuant to such decision to besuspended, then Skyscanner may, at its discretion, require You to ceaseprocessing Personal Data to which this clause applies, or co-operate with it tofacilitate use of an alternative transfer mechanism.
5.9 Notwithstanding any other provision of these Terms, in exercisingtheir respective rights and performing their respective obligations under theseTerms the Parties shall comply with the Data Protection Laws and shall not do oromit to do anything which has the effect of placing the other Party in breachof any such laws or regulations
6.INTELLECTUAL PROPERTY
6.1 Asbetween You and Skyscanner, You acknowledge that all rights, titles andinterests, including without limitation all Intellectual Property Rights,associated with the Services and Skyscanner Site are owned by or licensed toSkyscanner, and that You shall not acquire any rights, titles, or interests inor to the Intellectual Property Rights associated with the Services or createdfor use on or via Skyscanner Site.
6.2Skyscanner acknowledges that You own or have a licence to use all IntellectualProperty Rights (if any) in the Customer Brands, the Content and theinformation that is provided to End Users on the Customer Site.
6.3 Youhereby grant Skyscanner a non-exclusive licence to use any Customer Brands inconnection with the provision of the Services.
6.4 Youhereby grant Skyscanner a non-exclusive, sub-licensable right to use theContent for display on the Skyscanner Sites and Skyscanner Affiliate Sites, tomake such Content available to Skyscanner Group Companies, SkyscannerAffiliates and Skyscanner Affiliate Sites, and to combine the Content withother data to create aggregated data sets for analytical purposes.
7.WARRANTIES, INDEMNITY, AND DISCLAIMER
7.1Skyscanner warrants that it has full power and authority to enter into theseTerms. Skyscanner does not warrant that the Services will meet all of Yourrequirements or that performance of the Services will be uninterrupted orerror-free. Skyscanner makes no other warranty of any kind, whether express,implied, statutory or otherwise, including without limitation warranties ofmerchantability, fitness for a particular use or purpose, and non infringement.
7.2 To theextent you benefit from the Risk Control Service, Skyscanner provides nowarranty or guarantee that the Risk Control Service will result in a reductionin the number of fraudulent transactions processed via the Direct BookingServices and will not indemnify You for any Loss resulting from a fraudulenttransaction processed via the Direct Booking Services.
7.3 Youwarrant and represent:
7.3.1 thatYou have full power and authority to enter into these Terms;
7.3.2 toSkyscanner and the Skyscanner Group Companies that the Customer Site, CustomerBrands and Content do not and shall not contain any content or material whichmay reasonably be considered obscene, defamatory, harassing, offensive ormalicious, or which infringes any third party rights (including IntellectualProperty Rights) or otherwise does not comply with all applicable laws orregulations;
7.3.3 thatthe Content will not include any different availability to that offered by Youdirectly to consumers via any of the Customer Sites or indirectly viathird-party online marketing channels; that You shall not cap or limit theamount of total daily requests or concurrent requests to the real-time API; andthat You shall make the entire inventory that can be purchased in any of theCustomer Sites available to Skyscanner both at the inventory feed level and thereal time API level;
7.3.4 thatYou shall not prohibit or restrict, or attempt to prohibit or restrict, thesupply to Skyscanner of any non-confidential travel data from any third partywhich has obtained such data from You or any Travel Partner under licence;
7.3.5 thatthe Customer Brands and Your domain names and meta-tags do not and shall not atany time contain the Skyscanner Marks. You further warrant that you shall notpurchase any domain name, keyword, search term or other right, or otherwisecontract with a third party to exploit any Skyscanner Marks for the purpose ofcausing the Customer Site to appear as a search result or for any other reason;and
7.3.6 thatYou shall at all times comply with the Anti-Bribery Laws and that You shall notdo, or omit to do, any act which will lead to Skyscanner being in breach of anyof the Anti-Bribery Laws.
7.4 To theextent Skyscanner provides the Direct Booking Services to You, You furtherwarrant and represent that:
7.4.1 Youand any Direct Booking Intermediary or other third party which stores,transmits or processes payments on your or a Direct Booking Intermediary’sbehalf are, and shall remain at all times, fully compliant with all applicableSecurity Standards, including without limitation, maintenance of the relevantand valid Attestation of Compliance Certificate(s) and secure storage ofpayment card data at all times;
7.4.2 Youshall, on request, provide Skyscanner with copies of any certificates, reportsand/or audits, including without limitation, any Attestation of ComplianceCertificate(s), illustrating compliance with the Security Standards. If suchcertificates, reports and/or audits show any non-compliance, You shall remedysuch non-compliance of the Security Standards forthwith at Your own expense;
7.4.3 Youshall notify Skyscanner immediately if You or any Direct Booking Intermediaryor any other third party which stores, transmits or processes payments on youror a Direct Booking Intermediary’s behalf is, or is reasonably likely to be, inbreach of any of the Security Standards;
7.4.4 any End User Direct Booking Data shall be used only for thepurpose of processing bookings (including undertaking reasonable frauddetection and security checks) or otherwise in accordance with Your terms ofservice or privacy policy where the relevant End User(s) have been providedwith these via the Direct Booking Platform prior to completing the relevantbooking; and
7.4.5 thetransfer of Personal Data to a Permitted Recipient will at all times be incompliance with the Data Protection Laws.
7.5 Youhereby agree to indemnify Skyscanner from and against all Loss it suffers as aresult of (i) Your and/or any Direct Booking Intermediary’s non-compliance withthe Skyscanner Standards; (ii) any breach of Your warranties in clauses 7.3 and7.4; and/or (iii) any actions, proceedings, claims or demands from any thirdparty relating to a Sale, attempted Sale or the travel services providedpursuant to a Sale (except to the extent that such Loss was caused by anegligent act or omission of Skyscanner).
8.LIMITATION OF LIABILITY
8.1 Subjectto clause 8.3, neither Party will be liable for any indirect, special,incidental, consequential, exemplary or punitive damages, including but notlimited to damages for lost data, lost profits or costs of procurement ofsubstitute goods or services, however caused and under any theory of liability,including but not limited to contract or tort (including strict liability andnegligence), and whether or not such Party was or should have been aware of thepossibility of such damage and notwithstanding the failure of essential purposeof any limited remedy stated herein. Furthermore, Skyscanner shall not beliable for any loss, damage, cost or expense of any kind incurred by You as aresult of (i) any act or omission of any Third Party Intermediary; and (ii) theRisk Control Service.
8.2 Subjectto clause 8.3, each Party’s annual aggregate liability arising out of or inrelation to these Terms shall not exceed the greater of £5000 and the ServiceFees received by Skyscanner under these Terms in the calendar year in which theliability arose.
8.3 Nothingin these Terms will limit either party’s liability for death or personal injurycaused by: its negligence; loss caused by fraud or fraudulentmisrepresentation; any other liability which cannot be excluded or limited bylaw; a violation of the other Party’s Intellectual Property Rights; breaches ofits confidentiality obligations under clause 4; breaches of its data protectionobligations set out in clause 5; or liability under the indemnity set out inclauses 7.3 and 7.5.
8.4 Theparties agree that this clause 8 represents a reasonable allocation of risk.
9. TERM ANDTERMINATION
9.1 TheseTerms shall commence on the Effective Date and continue until terminated inaccordance with clauses 2.4, 3.3 or this clause 9.
9.2Skyscanner may, without cause, suspend performance and/or terminate theServices, in whole or in part, by providing at least 30 calendar days’ writtennotice to You. You may, without cause, suspend performance and/or terminate theServices, in whole or in part, by providing at least 30 calendar days’ writtennotice to Skyscanner.
9.3 EitherParty may terminate these Terms immediately upon giving notice in writing ifthe other Party is in material breach of any term or condition of these Termsor if there is an Insolvency Event.
9.4 Uponthe termination of these Terms for any reason all license rights granted hereinshall terminate; each Party shall upon written request by the other Partyreturn or destroy and certify the destruction of all Confidential Informationof the other Party; and You shall immediately pay to Skyscanner all outstandingService Fees and shall continue to pay any Service Fees which may arisesubsequent to termination of these Terms in accordance with clause 3, or asotherwise agreed between Parties.
9.5 In theevent of any termination or expiration of these Terms for any reason, clauses1, 3, 4, 5, 6, 7, 8, 9.4, 10, and 11 shall survive termination.
10. THIRDPARTY RIGHTS
10.1Subject to clauses 10.2 and 10.3, these Terms are made for the benefit of theParties and (where applicable) their successors and permitted assigns, and isnot intended to be enforceable by anyone else.
10.2 In theevent of any negligence or breach of these Terms by You which results in anyLoss being suffered by any Skyscanner Group Company, that Loss will be deemedto have been incurred by Skyscanner and be recoverable by Skyscanner or aSkyscanner Group Company from You as if it was loss or damage of Skyscanner.Where the Controller of the Personal Data referred to in clause 5 of theseTerms is a Skyscanner Group Company, clauses 5, 7.4 and 7.5 shall be directlyenforceable against You by that Skyscanner Group Company.
10.3Skyscanner or any Skyscanner Group Company will be able to recover any Lossfrom You subject to any limits on Your liability contained in these Terms. Forthis purpose, any Loss suffered by Skyscanner Group Companies will not betreated as being indirect, special, incidental, consequential, exemplary orpunitive because it has been suffered by a Skyscanner Group Company and not bySkyscanner directly.
11.MISCELLANEOUS
11.1Neither Party shall be entitled to assign or sub-contract any of its rights orobligations under these Terms in whole or in part, without the prior writtenconsent of the other Party (such consent not to be unreasonably withheld)except that Skyscanner may at any time assign, novate or sub-contract any ofits rights and/or obligations under these Terms to any Skyscanner GroupCompany.
11.2 TheseTerms shall not be amended except in writing signed by a duly authorisedrepresentative of each Party.
11.3 If anyprovision of these Terms or any variation thereof is determined to be invalidand unenforceable to any extent, that provision shall be severed from the bodyof other provisions and these provisions shall continue to the fullest extentpermitted by law.
11.4 Nofailure or delay by a Party to exercise, or partial exercise by a Party of anyright or remedy by law shall constitute a waiver of that or any other right orremedy. These Terms constitute the entire agreement between the Parties andsupersedes all previous Terms and understandings between them, whether writtenor oral, relating to their subject matter.
11.5 Allnotices required to be served under or in connection with these Terms must bein writing and delivered personally or sent by prepaid recorded post to thepostal addresses set out in the Partner Order Form, and addressed to the ChiefCommercial Officer and General Counsel. Any notice that is served under theseTerms shall be deemed to be received upon receipt when delivered by hand duringbusiness hours, or by prepaid recorded post.
11.6 TheseTerms and any dispute or claim arising out of or in connection with them ortheir subject matter shall be governed by and construed in accordance with thelaw of Singapore.
11.7 TheParties irrevocably agree that the courts of Singapore shall have exclusivejurisdiction to settle any dispute or claim that arises out of or in connectionwith these Terms or their subject matter, including non-contractual disputes.
11.8 TheseTerms are drafted in the English language. If these Terms are translated intoany other language, the English language shall prevail.
11.9 TheseTerms may be executed in any number of counterparts, each of which whenexecuted shall constitute a duplicate original, but all the counterparts shalltogether constitute the one agreement.
