Terms and Conditions and Privacy and Data Security Appendix

Content

TERMS AND CONDITIONS

1. Service Fees
2. Payment
3. Confidentiality
4. Data Protection
5. Proprietary Rights
6. Compliance with Law
7. Disclaimer
8. Indemnification and Limitation of Liability
9. Assignment
10. Dispute Resolution
11. Miscellaneous

PRIVACY AND DATA SECURITY APPENDIX

1. Definitions
2. Data Privacy
3. Information Security

TERMS AND CONDITIONS

1. Service Fees

The Company Entities each agree to pay the applicable Egencia Entity in each country: (a) the price for each ticket or reservation charged to such Company Entities; (b) our fees for our Services; and (c) the fee(s) imposed on us by a Supplier and all other underlying costs of each ticket issued by us or reservation made by us for any Travelers and/or any other travel-related services procured by us for any Traveler from Suppliers (collectively, the "Fees"). For purposes of this Agreement, "Supplier" shall mean suppliers of travel and other related services and all affiliated entities, agents, employees and subcontractors of such suppliers, including air, ground or water transport, lodging, meals, tours, fulfillment, destination management companies (each, a “DMC”) (i.e., professional services companies that coordinate meetings and events services with local knowledge and resources, and any other third parties utilized by the DMC in connection with the performance of its services) and other meetings and events service providers, billing, payment (including credit card processors), settlement, distribution or technology services. For the avoidance of doubt, (i) the term Supplier shall include Global Distribution Systems (“GDS”) and other third-party travel content aggregators; (ii) where Supplier means a hotel property, it also includes all other hotel properties under the same or any affiliated brand or chain of such property; and (iii) where Supplier means an airline, it also includes all alliance partners of such airline.

2. Payment

All billing and payment of Fees will be made locally and in local currency. Fees will be automatically charged by us at the point-of-sale to a credit vehicle provided by the local Company Entity or the Traveler. If you do not provide us with a credit vehicle that we can successfully charge at the point of sale, then we have the right to suspend Services to any affected Company Entity until the Parties mutually agree on a solution that ensures provision of Services to you and payment to us. Fees not charged at the point-of-sale may be invoiced in local currency to the applicable Company Entity. Egencia may amend, modify or delete the Services or the Fees upon prior written notice to you and your continued use of the Services is your acceptance of the change; however, we will not increase your Fees without giving you thirty (30) days advance written notice. All invoiced amounts are due within fifteen (15) calendar days after the date of the applicable invoice. You have the right, in good faith, to dispute all or a portion of an invoice prior to its due date, provided you pay all undisputed portions by such due date. Any undisputed amount that is not paid by the due date will: (a) be subject to a late fee equal to the lesser of 2.99% of such unpaid amount or the highest amount permitted by applicable law; and (b) bear interest from the date that such payment became delinquent until the date such amount is paid in full at the lesser of 1.5% per month, calculated monthly, or the highest rate permitted by applicable law.

3. Confidentiality

Each Party agrees to maintain reasonable administrative, technical and physical security measures designed to preserve, and ensure its Company Entities and Egencia Entities also maintain reasonable administrative, technical and physical security measures designed to preserve, the confidentiality of all the terms of this Agreement and any information of a confidential or proprietary nature that the receiving party or its affiliates (the "Receiving Party") receive from such other Party or its affiliates (the "Disclosing Party") in connection with this Agreement (collectively, the "Confidential Information") using at least the same degree of care as it employs in maintaining in confidence its own confidential information of a similar nature, but in no event less than a reasonable degree of care. The foregoing confidentiality and restricted use obligations shall not apply to information that is: (a) in a form not attributable to the Disclosing Party; (b) already known and free of any restriction on the Receiving Party at the time it is obtained; (c) subsequently learned from an independent third party free of restriction; (d) publicly available; or (e) required by applicable law or court order to be disclosed; provided, however, that if not prohibited by law and if practicable, the Receiving Party shall (i) give prompt written notice of any such request or requirement to the Disclosing Party, and the Confidential Information of the Disclosing Party it believes it is required to disclose; and (ii) cooperate to the extent practicable with the Disclosing Party, at the Disclosing Party's expense, with any reasonable efforts of the Disclosing Party to avoid or minimize such disclosure and/or obtain confidential treatment thereof or other protective order. The Receiving Party will not use or disclose the Disclosing Party's Confidential Information to any third party; provided, however, that (i) we may disclose your Confidential Information as reasonably necessary to provide the Services and (ii) the Receiving Party may disclose the Disclosing Party's Confidential Information to its affiliates and agents including, without limitation, its legal and financial consultants, provided that such affiliates and agents comply with the confidentiality provisions of this Agreement.

4. Data Protection

Notwithstanding the foregoing, with respect to the collection, use, storage and confidentiality of Personal Information under this Agreement, the Parties agree to exclude such data from Confidential Information and to comply with the terms of the Privacy and Data Security Appendix below.

5. Proprietary Rights

Given that our primary obligation is booking travel reservations and other travel related services on your behalf (and not to perform any underlying services of Suppliers), the Parties acknowledge and agree that there is no intention for us or anyone acting on our behalf to create or prepare any intellectual property or other proprietary rights for you, nor to confer any intellectual property or other proprietary rights to you. Accordingly, we shall be entitled to all intellectual property and other proprietary rights created by us in connection with providing Services under this Agreement. Except as otherwise provided in this Agreement, we hereby grant to you a limited, non-exclusive, royalty-free, non-transferable license for the Term to use intellectual property that we provide to you for the purpose of using the Services. Neither Party shall use the trademarks, trade names, service marks, logos or intellectual property of the other Party without the prior written consent of such other Party. Notwithstanding the foregoing, you agree that we are authorized to use your name in a public announcement of the business relationship, such as in Securities and Exchange Commission filings or other information made available to investors. Certain Services allow access to and use of software and information that is protected by patent, copyright, trade secret or other intellectual property rights. You agree not to reproduce, retransmit, disseminate, sell, assign, rent, sublicense, distribute, publish, broadcast, circulate, demonstrate for commercial purposes, reverse engineer, disassemble, decompile, modify or commercially exploit all or any portion of the Services (or any intellectual property imbedded therein) in any manner without our express prior written consent, nor to use the Services for any unlawful purpose or for any purpose contrary to the terms of this Agreement. In the event of any unauthorized use or misuse of the Services by your Travelers, we may immediately suspend access to the Services for such relevant Travelers.

6. Compliance with Law

Each Party will comply with all applicable laws, rules and regulations, including but not limited to any that are specific to the Services, and anti-bribery, anti-corruption, anti-money laundering, and international trade laws and regulations (“Sanctions”) of the US, EU, UK, UN and any other governmental or supranational body with jurisdiction over this Agreement or either party. The Parties represent and warrant to each other that each: (a) is not a subject of Sanctions; (b) is not owned or controlled by any person or entity subject to Sanctions; (c) is not located or organized in or owned or controlled by persons or entities in a jurisdiction subject to Sanctions; and (d) will not transfer, provide access, or use the Services: to or for the benefit of any Specially Designated National (as designated by the U.S. Department of the Treasury’s Office of Foreign Assets Control), to or in any jurisdiction subject to Sanctions, or to any other party if such transfer, access, or use would constitute a violation of Sanctions. Company will be responsible for all debit memos, except to the extent the underlying expense was caused by Egencia's failure to comply with applicable laws, rules or regulations, including but not limited to any that are specific to the Services. For the avoidance of doubt, we are not responsible for ensuring that Travelers comply with visa, passport and health documentation requirements or other applicable local and international laws, rules or regulations for travel (collectively the "Global Requirements"). Unless otherwise agreed in this Agreement, if Travelers request assistance regarding Global Requirements, we will refer Travelers to your nominated suppliers for assistance and information, and we will not be responsible for advising you or your Travelers about Global Requirements.

7. Disclaimer

Our provision of the Services is subject to the availability of tickets, accommodations, ground transportation or other requested travel services and all applicable laws, rules, tariffs and conditions. The Services are provided in part based upon information provided by you, Travelers, Suppliers and other third parties (each, a “Third-Party”). The pricing in this Agreement is based on the Third-Party information we receive and certain assumptions. We are not liable for any Third-Party information, or for any action taken by you or your Travelers in reliance thereon, or for any losses or other harm resulting from or arising out of a Third Party’s acts or omissions or the acts or omissions of Third Party’s employees, agents or subcontractors, including failure to perform or delay in performance. For the avoidance of doubt, while we may contract with or otherwise obtain services on your behalf from Suppliers, (a) we will do so only with your approval of such Supplier; (b) we are not obligated to perform any of the underlying services that such Suppliers provide; and (c) the underlying services that such Suppliers provide are not part of the Services. Except as otherwise explicitly set forth in this Agreement, the services are provided AS IS and we disclaim all implied and statutory representations and warranties with respect to the Services, the Services quality, reliability, merchantability, non-infringement of third-party rights or fitness for a particular purpose. By booking travel to particular destinations, we do not represent or warrant that travel to such destinations is safe, advisable or without risk. We are not liable for damages that may result from travel to such destinations. You expressly understand and agree that (a) we will not be liable for any failure by you or your Traveler(s) to secure air, car, rental or other insurance in connection with any travel booked hereunder, and (b) it is your and your Travelers sole responsibility to ensure you and your Travelers are covered by any such insurance prior to travel. Notwithstanding anything contained herein to the contrary, neither Party nor any Egencia Entity or Company Entity will be liable for any failure or delay in performance resulting from circumstances beyond their reasonable control including, without limitation, acts of God or nature, government intervention, power, communications, satellite or network failures, unauthorized access or theft, acts of terror, or labor disputes or strikes.

8. Indemnification and Limitation of Liability

8.1. Each Party (each, an Indemnifying Party) agrees to indemnify and hold harmless the other Party (each, an Indemnified Party) from all claims, liabilities, losses, damages and expenses incurred by the Indemnified Party as a result of a third-party claim due to Indemnifying Party's material breach of any of its obligations or duties under this Agreement.

8.2. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR ALL CLAIMS, DAMAGES, LAWSUITS, LOSSES AND CAUSES OF ACTION ARISING UNDER OR RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE) EXCEED THE AMOUNT OF FEES PAID AND/OR PAYABLE FOR OUR SERVICES (EXCLUSIVE OF ANY FEES PAID AND/OR PAYABLE FOR SUPPLIER'S TICKETS, RESERVATIONS AND SERVICES) DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THAT THE MOST RECENT CLAIM, DAMAGE, LAWSUIT, LOSS OR CAUSE OF ACTION AROSE.

8.3. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY AND EXCEPT AS OTHERWISE EXPRESSLY PROHIBITED BY APPLICABLE LAW, NEITHER PARTY NOR ITS DIRECT OR INDIRECT SUBSIDIARIES, AFFILIATES, AGENTS, EMPLOYEES, REPRESENTATIVES, SUBCONTRACTORS OR THIRD-PARTY SERVICE PROVIDERS SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST REVENUES, LOST SAVINGS, LOST PROFITS, OR LOST BUSINESS), ARISING FROM OR RELATING TO THIS AGREEMENT OR ARISING FROM OR RELATING TO THEIR RESPECTIVE OBLIGATIONS HEREUNDER, EVEN IF ADVISED OF SUCH POTENTIAL DAMAGES.

9. Assignment

A Party may not assign this Agreement, in whole or in part, without the other Party's prior written consent; except that a Party, without the other Party's prior written consent, may assign this Agreement to its parent, affiliates, or subsidiaries or to a successor-in-interest or surviving corporation of any such entity that acquires all or substantially all of its assets. We may subcontract some or all of the Services to third parties or delegate our duties hereunder, in our discretion; provided, however, we shall remain fully responsible for the performance of all of our obligations under this Agreement notwithstanding any such subcontracting. Except as otherwise specified herein, this Agreement binds, and inures to the benefit of, the Parties and their respective successors and permitted assigns.

10. Dispute Resolution

All contract, tort, or other disputes, claims or controversies arising from, out of or related to this Agreement ("Disputes"), shall be referred initially to the parties’ senior commercial representatives who will endeavor to resolve the Dispute prior to a Party taking any other type of non-emergency dispute resolution action allowed under this Agreement. If the Dispute is not resolved by the Parties' senior commercial representatives, then it shall be escalated to senior level executives of both Parties. If a Dispute is not resolved within thirty (30) calendar days from the commencement of such senior level executive negotiations, it shall be submitted to mediation. If such Dispute is not resolved through mediation within forty-five (45) days from such submission, it shall be submitted for confidential, binding arbitration upon the demand of either Party. Any arbitration shall be in New York County, New York to be administered by, and under the rules of the American Arbitration Association under its Commercial Arbitration Rules except that this Section 10 and the parties mutual written agreements shall supersede these rules and process. The arbitrator(s) shall apply the substantive law, and procedural and evidentiary rules, of the governing law set forth in Section 11.3, without regard to jurisdictional considerations. Except as otherwise provided for herein, neither Party will have the right to litigate Disputes. The Parties shall arbitrate disputes on an individual, not a class action or representative basis. Any award is limited to Disputes between the Parties alone, shall not have a preclusive effect against any nonparties, and is subject to all other provisions in this Agreement. Except as to attorneys' fees awarded by the arbitrator(s), the Parties will be equally responsible for paying all fees and costs of the arbitration. The Parties agree that the arbitrators' decision shall be final and binding and enforced in a court of competent jurisdiction. Either Party shall have the right to seek equitable relief (i) in arbitration prior to the arbitration proceedings to enforce the status quo, and (ii) in a court to enforce the confidentiality provisions set forth in this Agreement. The mediation/arbitration proceedings and all documentation and/or information related to such processes shall be deemed confidential. The Parties may modify any or all of the provisions in this Section 10 by mutual written agreement.

11. Miscellaneous

11.1. Employment. Each Party is exclusively responsible for all employment decisions with respect to its employees and for setting the terms and conditions of employment for its employees, including but not limited to hiring, compensation, benefits, discipline and termination. Each Party is responsible for its own employees with regard to compliance with all applicable laws, rules and regulations relating to employment, labor, wages, benefits, taxes and other matters affecting its employees. If the employment of any person transfers or is asserted to transfer to an Egencia Entity (or any subcontractor of an Egencia Entity) by operation of applicable law, the Egencia Entity may terminate the employment of such person (insofar as it has not already terminated), and Company will defend and indemnify the Egencia Entity for all claims, liabilities, losses, damages, expenses and any other legal or administrative proceedings arising from or relating to the employment and/or the termination of employment of such person, and any failure to comply with any aspect of such applicable law in respect of any such person.

11.2. Notices. All notices sent under this Agreement shall be delivered in writing to the other party at the address notified by the party from time to time, with a copy to “Egencia General Counsel”. Notice shall be deemed given: (a) if delivered personally, upon delivery, or (b) if delivered by first class, registered or certified mail, upon the earlier of actual delivery or three (3) calendar days after being mailed.

11.3. Governing Law. The laws of the State of New York, without giving effect to any choice of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction, govern the Agreement.

11.4. No Third-Party Beneficiary. No third party shall be a beneficiary of this Agreement. 

11.5. Entire Agreement. This Agreement constitutes the entire agreement between the Parties, and supersedes any previous oral or written agreements or understandings between the Parties relating to the subject matter hereof. Except as otherwise specified, this Agreement and its terms may be amended, supplemented, or modified only by a writing signed by both parties. Except as otherwise expressly provided in this Agreement, failure to enforce any term or condition of this Agreement shall not be a waiver of the right to later enforce such term or condition or any other term or condition of this Agreement.

11.6. Negotiated Terms; Construction. This Agreement has been negotiated by the Parties and their respective legal counsel and will be fairly interpreted in accordance with its terms and provisions without any strict construction in favor of or against any Party.

11.7. Survival. 2 (Payment), 3 (Confidentiality), 4 (Data Protection), 5 (Proprietary Rights), 7 (Disclaimer), 8 (Indemnification and Limitation of Liability), 10 (Dispute Resolution), 11 (Miscellaneous) and any section of this Agreement which by its respective terms or intent survives the termination or expiration of this Agreement, shall survive the termination or expiration of this Agreement.

11.8. Authority. Each Party agrees it will (i) cause all Egencia Entities (in the case of Egencia) or all Company Entities (in the case of Company), to comply with this Agreement and (ii) be fully responsible for any breach of this Agreement by any Egencia Entity (in the case of Egencia) or any Company Entity (in the case of Company). Without limiting the foregoing, if and to the extent that Company's execution of this Agreement is not binding on Company Entities, the use of the Services by the Company Entities, their Travelers, or any other Company affiliates and their travelers, represents acceptance of this Agreement by such entities and travelers.

11.9. Relationship of the Parties. You hereby appoint us to act as your agent for the purposes of providing the Services under this Agreement. Nothing in the foregoing alters the manner in which Egencia will Process Personal Data per the Privacy and Data Security Appendix below. Except as specifically set forth in this Agreement, neither Party shall have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other Party or to bind the other Party in any respect whatsoever. Nothing contained in this Agreement will be construed to create any partnership, joint venture or fiduciary relationship between the Parties. From time to time, we may enter into relationships with Suppliers. You understand that we and our travel counselors earn compensation from these relationships. In some cases, our relationships with Suppliers may allow us to offer you private fares that are lower than fares available to the public and/or under your rates. In identifying Suppliers and displaying or recommending itineraries or other services to Travelers, we may consider various factors, including availability, Travelers' preferences, and the relationships we have with Suppliers. Notwithstanding anything to the contrary herein, including our relationships with Suppliers, we will not book travel in violation of your written travel policy, provided we have received such policy and have a reasonable period to comply with same.

11.10. Taxes. Except as otherwise provided in this Agreement, each Party shall bear sole responsibility for: (a) taxes, assessments, and other ad valorem levies on its owned or leased tangible property, (b) taxes based on its net income, and (c) franchise and privilege taxes on its business. Except to the extent that you have provided a properly completed exemption certificate, VAT registration number, direct pay permit or other such appropriate documentation, we will add to amounts due hereunder, and will collect any sales, use, excise, value-added, gross receipts, services, consumption and other similar transaction taxes however designated that are permitted or required by law to be collected by us on amounts payable under this Agreement. If any Fees are or may be subject to applicable withholding tax and Company is or may be required to deduct such tax from such payments, the parties will liaise promptly and in good faith and use all reasonable efforts to avail themselves of any domestic exemption or applicable tax treaty to gain an advance exemption from or reduction in withholdings. To the extent that Company is nevertheless required to withhold, Company will promptly deliver to Egencia receipts and certificates from appropriate government authorities for all such taxes withheld or paid by Company and Company shall promptly cooperate with Egencia to provide such information and records as Egencia may reasonably require in connection with any application by Egencia to obtain any available tax refunds and/or credits.

PRIVACY AND DATA SECURITY APPENDIX

This Privacy and Data Security Appendix (“PDSA”) sets forth Egencia’s and Company’s respective duties and obligations with respect to Personal Information (defined below). In the event of any inconsistencies between the PDSA and the Agreement, the parties agree that the PDSA will supersede and prevail. Capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement.

1) Definitions

1. "Personal Information" means information of Travelers in Egencia's possession, custody and control that (i) could reasonably identify the Traveler to whom such information pertains, such as name, card number and address, or (ii) can be used to authenticate that individual, such as passwords or PINs, biometric data, unique identification numbers or answers to security questions, or (iii) is protected under applicable data privacy and security laws. For the avoidance of doubt, Personal Information does not include aggregate or anonymized data.
2. "Process" or "Processing" means, in the context of Personal Information, any operation or set of operations which is performed upon Personal Information, such as collection, recording, organization, storage, use, retrieval, transmission, erasure or destruction.
3. "Security Incident" means the unlawful release of Personal Information that requires notification by Egencia under applicable data privacy and security laws.

2) Data Privacy

1. We are responsible as an independent, data controller, business, or equivalent term under applicable laws for the Personal Information we receive from you or the Travelers or otherwise Process in connection with the Services. We will adhere to the Egencia Privacy Statement available at https://www.egencia.com/en/privacy for our Processing of Personal Information.
2. You will be responsible as an independent data controller, business, or equivalent term under applicable laws for the Personal Information that you or your agents or processors disclose to us. We are not responsible for the accuracy of such Personal Information, or for any privacy, data protection or security compliance pertaining to such Personal Information, up to the point that we receive it from you.
3. The Parties agree that neither Party acts as a data processor, service provider, or equivalent term to the other under applicable data privacy and security laws.
4. You may request that we release Personal Information to you or third parties outside the scope of the Services (e.g., to a third-party vendor of yours whereby the services to be performed by such vendor will be performed pursuant to a contract between you and such vendor). In our reasonable discretion, we will release such Personal Information under your instructions and on your behalf, subject to the following requirements:
   1. you must send us an executed data release form provided by us to you to document the transfer;
   2. you will be responsible, to the extent required by law, for (1) notifying the Travelers that we will disclose this Personal Information to you or the third parties for the specified purpose; (2) obtaining any consents or approvals of the Traveler to release such Personal Information; and (3) ensuring that the disclosure complies with legitimacy, proportionality, and other applicable standards;
   3. you will be responsible for ensuring that you and/or the third parties receive the Personal Information including in the event of any update of the data transfer solution ; and
   4. you will promptly notify us in writing if you become aware of any unlawful Processing of Personal Information covered by the data release form, including a description of the incident and the type of Personal Information that was subject to the incident.
5. You understand and agree that we may obtain information about Travelers from and share it with our affiliated card companies in connection with the Services we and they may provide to you and/or your Travelers.
6. We will only use Personal Information as contemplated or permitted by the terms of this Agreement.

3) Information Security

1. We maintain reasonable administrative, technical and physical security measures designed to keep Personal Information confidential and protect Personal Information from unauthorized access, destruction, use, modification or disclosure.
2. In the event of a Security Incident, we shall (i) investigate the Security Incident, (ii) identify the impact of the Security Incident, (iii) take commercially reasonable actions to mitigate the effects of any such Security Incident, (iv) timely provide any legally required notifications to individuals affected by the Security Incident, and (v) notify Company of the Security Incident, subject to applicable confidentiality obligations, the direction of law enforcement, and other limitations to the extent allowed and/or required by applicable laws.
3. As between Egencia and Company, Egencia shall be responsible for all reasonable costs related to Egencia's investigation of the Security Incident and Egencia's provision of legally required notification to individuals affected by the Security Incident.
4. Except to the extent prohibited by applicable laws, upon written request from the Company, we shall provide the Company with a description of the Security Incident and the type of Personal Information that was the subject of the Security Incident.
5. Upon written request by Company, which request shall be no more frequently than once per twelve (12) month period, we shall respond to security questionnaires provided by Company with regard to Egencia's information security program applicable to the Services, provided that such information is available in the ordinary course of business for Egencia and that disclosure of any such information will not compromise Egencia's confidentiality obligations and/or legal obligations or privileges.

Last Updated: [28.07.2023]