EXHIBIT 10.25
AMADEUS - APPLIED INFORMATION SERVICES
BYPASS CONNECTION AGREEMENT
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This Agreement is made and entered into in Madrid, as of the lst day of July,
1996, by and between AMADEUS Marketing, S.A. a Spanish corporation, domiciled at
Xxxxxxxx xx Xxxxxxxxx, 0, Xxxxxx, Xxxxx (hereinafter "AMADEUS") and Applied
Information Services, Inc., a Montana corporation, domiciled at 000 Xxxxxx
Xxxxxx Xxxx, Xxxxxxxxx, 00000 Xxxxxxx, XXX (hereinafter "AIS").
(collectively referred as "the Parties" and individually as "Party").
RECITALS
(1) WHEREAS, the AMADEUS System is an advanced computer reservations system
service that provides information regarding schedules, fares, and availability
of air transport and other related services, in, addition to facilities for
making reservations, issuing tickets on such services, and other travel related
facilities.
(2) WHEREAS, AMADEUS is authorized to provide AMADEUS Subscribers with access
to the AMADEUS System.
(3) WHEREAS, AIS is a software and hardware company operating and maintaining
an advanced electronic reservation system known as TRAVEL FILE that permits (i)
providers of travel related products and services to be accessed and booked by
the users of TRAVEL FILE, (ii) multinational travel agencies to make use of a
corporate E-mail facility and specific corporate information pages within the
TRAVEL FILE application (herein after referred to as Proprietary Network
Partition - PNP).
(4) WHEREAS, AMADEUS and AIS are interested in connecting the AMADEUS System
with TRAVEL FILE in order to enable AMADEUS Subscribers to access TRAVEL FILE,
on the terms and conditions hereinafter described.
NOW, THEREFORE, in consideration of the promises and the mutual obligations
hereinafter set forth, AMADEUS and AIS hereby agree as follows.
1. DEFINITIONS
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The terms below have the following definitions for the purpose of this
Agreement.
(a) "Access" shall mean the access of an AMADEUS Subscriber to TRAVEL FILE,
(either the travel related database or the Proprietary Network, Partition),
through the Bypass Connection.
(b) "AMADEUS Group" means the group of legal entities established in order to
organise, develop, operate and distribute the AMADEUS System, including
AMADEUS Global Travel Distribution S.A., AMADEUS Data Processing GmbH and
Co, Beteiligungs-Kommanditgesellschafr, AMADEUS Marketing S.A. AMADEUS
Development Company S.A., AMADEUS Marketing S.A.R.L., CRS AMADEUS America,
SRL, and AMADEUS Asia, Ltd.
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(c) The "AMADEUS System" shall mean AMADEUS computerised travel information and
distribution system which contains information about schedules,
availability, fares and related services and through which reservations can
be made and/or tickets issued.
(d) "Booking" shall mean a reservation or purchase of a product or service of
any Travel Service Provider bookable in the TRAVEL FILE data base
application, by a Subscriber or any other user, using the Bypass
Connection, as provided in this Agreement. Such reservation or purchase
shall contain a confirmation element (HK or similar) and that has not been
cancelled 24 hours prior to the departure or consumption of the service.
(e) "Bypass Connection" means the physical direct computer to computer link,
including communications and functional interface between the AMADEUS
System in Erding, Germany, and TRAVEL FILE in Montana via which AMADEUS
Subscribers can perform an Access to TRAVEL FILE.
(f) "National Marketing Company" or "NMC" means a company that has entered into
a contract with AMADEUS Marketing whereby it undertakes the obligation,
among other things, to distribute AMADEUS products and services in a
defined territory.
(g) "Proprietary Network Partition" (PNP) shall mean the part of the TRAVEL
FILE application that fulfils the function of a corporate E-mail facility
for multinational travel agencies, and includes specific corporate
information pages.
(h) "Subscriber" shall mean any airline office, travel agent or other seller of
travel related services that contracts with AMADEUS Marketing, a National
Marketing Company, or a distribution system to use the AMADEUS system to
obtain information, make reservations and issue documents involving travel
related services.
(i) "TRAVEL FILE" shall mean the computerized travel information and
reservation application and data base operated by AIS through which its
users can (i) access to and make reservations in the travel related
information stored in its database, and (ii) also access the Proprietary
Network Partition.
(j) "Travel Service Provider" shall mean any entity that has contracted with
AIS for the display of its travel related information product and services
in the TRAVEL FILE database.
2. GENERAL TERMS OF AGREEMENT
--------------------------
2.1 The Parties hereby agree to establish a Bypass Connection from the AMADEUS
System to TRAVEL FILE, which will enable AMADEUS Subscribers to access the
TRAVEL FILE database in order to obtain information and/or book Travel
Service Providers products and services stored in the TRAVEL FILE database.
2.2 AMADEUS shall have the right, at any time, to contract with parties to
constitute them as AMADEUS Subscribers, to terminate agreements with
AMADEUS Subscribers, and to contract to provide the AMADEUS System to other
parties, including competitors of AIS.
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2.3 AMADEUS shall have the exclusive right to authorise AMADEUS Subscribers to
perform access to TRAVEL FILE through the Bypass Connection.
2.4 The Bypass Connection to the AMADEUS System will also enable AMADEUS
Subscriber groups that have signed separate contracts with AIS to access in
addition to the TRAVEL FILE database. The Proprietary Network Partition AIS
will inform AMADEUS of these groups of AMADEUS Subscribers.
3. TECHNICAL ASPECTS OF THE INTERFACE
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3.1 The technical aspects of the Bypass Connection between the AMADEUS System
and the AIS System as well as the agenda for its implementation are set
forth in Annex I to this Agreement, which forms an integral part of it.
3.2 Annex I will also include provisions on the following non exclusive list of
items.
- Interface
- Repair and Maintenance
- Availability
4. OBLIGATIONS OF AIS
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4.1 AIS will process and respond promptly to questions and correspondence from
AMADEUS concerning TRAVEL FILE.
4.2 AIS will undertake promotional and marketing activities to enrol Travel
Service Providers as participants in TRAVEL FILE at its own cost and
expense.
4.3 AIS shall inform AMADEUS, of new options and/or changes to TRAVEL FILE
being developed by AIS that directly impact the Bypass Connection, and will
notify AMADEUS, prior to implementation upon giving at least 60 (sixty)
days prior written notification. Such notification shall include detailed
documentation describing the options and/or changes to be implemented in
TRAVEL FILE.
In the event such options and/or changes restrict or otherwise affect
AMADEUS ability to deliver their services to the AMADEUS Subscribers then
AMADEUS, at is sole discretion and without further liability to AIS, may
refuse to make such options and/or changes available through the AMADEUS
System.
4.4 AIS will monitor the number of Access performed by AMADEUS Subscribers in
TRAVEL FILE via the Bypass Connection, and keep records for billing
purposes. Within thirty (30) days after the end of each calendar month, AIS
will remit, in a manner and format agreed by the Parties, to AMADEUS the
information on the number of Access performed in TRAVEL FILE via the Bypass
Connection by AMADEUS Subscribers.
AIS shall also provide to AMADEUS monthly reports on the number of Access
performed by AMADEUS Subscribers from the SRG International and Xxxxxx Xxxx
organisations, to their Proprietary Network Partitions.
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Notwithstanding the previous, AIS will make such records available to
AMADEUS for inspection with reasonable advanced notice. AIS shall be
responsible for the accuracy of the statistical information provided to
AMADEUS.
4.5 AIS shall provide to AMADEUS reasonable escalation and contact procedures
agreeable to both Parties.
4.6 AIS acknow1edges that AMADEUS is subject to the provisions of the European
Union Code of Conduct for Computer Reservation Systems, (Council Regulation
EEC No, 2299/89 as amended by Council Regulation 3089/93) and other
European or state regulations applicable to the software, system, and data
protection, and agrees to comply with all applicable dispositions and
regulations on data security and protection.
4.7 AIS shall not make any unauthorised use of AMADEUS' corporate name, logos,
trademarks, or service marks in any and all advertising materials on any
nature whatsoever. Except as provided below, any and all representations,
whether oral or written, express or implied, or any products or services
offered by AIS, which suggest any affiliation or special relationship with
AMADEUS or otherwise in any manner concern or refer directly or indirectly
to AMADEIS name, logos, trademarks or service marks, including but not
limited to the name "AMADEUS" will first be provided to AMADEUS in writing
and must receive AMADEUS' prior written approval before any such material
may be released or representation made.
AMADEUS authorises AIS to refer to AMADEUS as its distribution channel in
press releases or other sales documents. Whenever the name AMADEUS is used
it has to be written in uppercase.
4.8 AIS will not copy or transfer to any third party any software, provided by
AMADEUS. AIS will not license to any third party the use of any software
provided by AMADEUS, without the prior written consent of AMADEUS.
4.9 AIS shall make TRAVEL FILE available as much as possible, but in no event
shall TRAVEL FILE be unavailable more than five percent (5%) of the time in
any calendar month, including scheduled and maintenance related downtime.
Furthermore when unavailable, AIS will provide its best effort to
re-establish the availability as early as possible.
4.10 AIS will maintain both its software and hardware as necessary to sustain a
reasonable quality of system operation and to sustain a response time of a
maximum of 4 seconds at the TRAVEL FILE application.
4.11 If any error in data transmitted are due to circumstances under AIS's
direct control, AIS shall use its best efforts to correct such errors in a
timely manner.
4.12 Training
AIS will provide, at its own cost and expense, training on the TRAVEL FILE
application, including training material and documentation, to the AMADEUS
Subscribers that will have access to the TRAVEL FILE application through
the Bypass Connection.
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For European based AMADEUS Subscribers, these training courses shall be
organised by the AIS office in Europe. The number of participants and the
location of the training will be agreed upon by the Parties.
Training of AMADEUS Subscribers in other markets shall be discussed and
agreed upon between the Parties.
4.13 Help Desk
AIS will provide to AMADEUS Subscribers a twenty-four hour per day, seven
days per week technical and functional Help Desk, reachable by a toll free
telephone line, to support all TRAVEL FILE products and services available
through the Bypass Connection.
In case AIS wishes AMADEUS National Marketing Companies to undertake
specific support to AMADEUS Subscribers on the TRAVEL FILE application, the
Parties agree to negotiate mutually acceptable training fees for such
training services.
5. OBLIGATIONS OF AMADEUS
----------------------
5.1 Upon implementation of the Bypass Connection, AMADEUS shall undertake its
best efforts to make the TRAVEL FILE application available to all AMADEUS
Subscribers within the shortest time frame possible.
5.2 If any error in data transmitted are due to circumstances under AMADEUS'
direct control, AMADEUS shall use its best efforts to correct such errors
in a timely manner.
5.3 AMADEUS retains the right to enhance or modify the functions or services of
the AMADEUS System at its discretion at any time during the term of this
Agreement. Any such enhancements or modifications will not materially alter
the services provided under this Agreement. The enhancements or
modifications that directly impact the Bypass Connection will be notified
by AMADEUS to AIS 60 (sixty) days prior to implementation.
6. CHARGES
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6.1. AMADEUS will bear:
6.1.1 the communication costs incurred within the AMADEUS network and
necessary for the transmission of the information from the AMADEUS
System in Erding to the AMADEUS Subscribers.
6.1.2 all costs and expenses related to the co- operation with AIS,
including attendance to meetings.
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6.2 AIS shall bear all costs and expenses related to:
6.2.1 co-operation with AMADEUS, including attendance to meetings.
6.2.2 developments in TRAVEL FILE necessary for the implementation of the
Bypass Connection.
6.3 AIS agrees to pay to AMADEUS.
6.3.1 the monthly fee described in Annex 11 to this Agreement. This fee
includes the Bypass Connection development costs (including
maintenance costs) for the part that corresponds to AIS specific
needs.
6.3.2 Bypass Connection costs from TRAVEL FILE in Montana to the AMADEUS
System in Erding.
6.4 The charges set forth in the attached Schedules of this Agreement, and
described in the preceding paragraph, may be revised annually on the 1st of
January of each year. AMADEUS will give AIS at least thirty (30) days prior
written notice of any modification. In the event that the revised price is
excessive and not proportional to the services provided under this
Agreement, AIS shall have the right to terminate the Agreement as set forth
in Article 12.5.
7. INVOICING AND PAYMENT
---------------------
7.1 AMADEUS shall submit a monthly invoice to AIS for all charges and fees due
to AMADEUS under this Agreement and incurred during the preceding month.
7.2 AIS will settle the invoice by paying the amounts due to AMADEUS or any
entity AMADEUS may designate within thirty (30) days.
7.3 AIS shall pay a late payment charge computed at the rate of one and
one-half percent per month on the unpaid amounts due hereunder for said
month (or fraction thereof) that such payment is in default.
8 USE OF THE AMADEUS SYSTEM BY AIS
--------------------------------
8.1 So long as it is connected to the AMADEUS System, the Bypass Connection
will be used by AIS for the purposes and functions permitted by this
Agreement, and in strict accordance with operation procedures and rules
issued from time to time by AMADEUS.
8.2 AIS shall take all precautions necessary to prevent unauthorized operation
of the Bypass Connection. AIS shall not use any data accessed or
transmitted under this Agreement to develop or publish any reservation,
ticketing, sales, cargo, tariff or similar guide in any manner whatsoever.
AIS shall not copy, publish, disclose or otherwise make available to any
third party the compilations of provider services or
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any other data obtained from the AMADEUS System to any person, form,
corporation, partnership or entity in any form or manner.
9. ACCURACY OF DATA IN TRAVEL FILE
-------------------------------
9.1 AIS shall cause its Travel Service Providers to be responsible for
maintaining the accuracy of all data in the TRAVEL FILE data base.
9.2 AIS further agrees to cause its Travel Service Providers to acknowledge all
reservations in a reasonable time period (in any event no later than twenty
four (24) hours from time of receipt), and to guarantee to AMADEUS
Subscribers and customers of AMADEUS Subscribers its data, including but
not limited to the policies, rates and descriptions as displayed in the
TRAVEL FILE data base on the date of Booking of Travel Service Provider
products and services via the Bypass Connection. AIS shall cause its Travel
Service providers to be responsible directly to AMADEUS Subscribers for
providing the Travel Service Providers products and services as displayed
via the AMADEUS System.
9.3 AIS makes no express or implied representation or warranty relating to
information, inserted into TRAVEL FILE by the Travel Service Providers. AIS
shall, however, upon learning of any errors, communicate them to the
responsible Travel Service Provider as quickly as possible and will require
that they be immediately corrected. If such Travel Service Provider does
not correct the information within twenty-four (24) hours of notification,
TRAVEL FILE will inhibit access to such Travel Service Provider by AMADEUS
Subscribers or remove the incorrect information.
9.4 AMADEUS does not undertake to perform any verification of any sort of
Travel Service Providers data displayed via the AMADEUS System. AMADEUS
makes no representation whatsoever to AIS, or any third party, as to the
accuracy of the Travel Service Providers data displayed in the TRAVEL FILE
application via the AMADEUS System.
10. LIABILITY OF AMADEUS AND AIS
----------------------------
10.1 AMADEUS and AIS agree to use their best efforts to maintain the
availability of the AMADEUS System and the AIS System, respectively, but
shall have no liability for interruptions in the operation.
10.2 Each Party disclaims and the other Party hereby waives any warranties,
guarantees or representations of any kind, express or implied, including
but not limited to any warranty of merchantability or fitness for intended
use of the AMADEUS System and TRAVEL FILE, data or services furnished
hereunder or any liability in negligence or tort with respect to any
equipment, data or services furnished hereunder. AIS and AMADEUS agree that
neither Party shall be liable to it for consequential damages under any
circumstances, and that the remedies of the Parties specified in this
Agreement are their sole and exclusive remedies.
10.3 Neither Party shall be liable to the other for failure to perform or for
delays in performance hereunder caused directly or indirectly by any cause
beyond its responsible control including, but not limited to, acts of God,
war, terrorism,
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embargo, strikes or other labour disputes, work stoppages, riots, civil
unrest, fires, acts of government, delays in delivery of services of
subcontractors or subsuppliers, or for any failures or delays caused by
the electrical or telephone line suppliers or for other common carriers.
10.4 Each Party hereby agrees to release and to indemnify and to hold the
other, its officers, directors, agents, attorneys, and employees
harmless from and against any and all liabilities, damages, losses,
expenses, claims, demands. suits, fines or judgements including but not
limited to attorneys fees, costs and expenses incident hereto which may
be suffered by, accrued against, be charged to or recoverable from the
other Party, its officers, directors, agents, attorneys or employees
arising out of any act, error or omission, or in any way connected with
AIS's use of the Bypass Connection or related to the access or use by
AMADEUS Subscribers of the AIS System, or arising out of the performance
or failure to perform each Party's obligations hereunder, excepting only
such liabilities, damages, losses, expenses, claims, demands, suits,
fines or judgements as result solely from the gross negligence of each
Party, its officers, directors, agents, attorneys or employees.
10.5 All the indemnities contained in Paragraph 10.4 shall continue in full
force and effect in accordance with their terms, notwithstanding the
expiration or other termination of this Agreement, and are expressly
made for the benefit of and shall be enforceable by AMADEUS or its
successors, assigns, and agents.
11. TERM
----
11.1 This Agreement shall be effective as of the date of implementation of
the Bypass Connection between the AIS System and the AMADEUS System and
will be valid until June 30, 1999.
11.2 This Agreement shall be automatically renewed for additional one year
periods, unless either Party gives at least six months prior written
notice to the other of its intention not to renew the Agreement.
12. TERMINATION
-----------
12.1 In the event of material default by AIS, AMADEUS may terminate AIS's
access to the Bypass Connection on ten days written notice to AIS
AMADEUS may, at its option, require AIS to give adequate assurance of
future performance of this Agreement by immediately curing any default
hereunder.
12.2 AIS shall be considered in material default for purposes of Article 12.1
in the following circumstances.
12.2.1 If AIS performs or permits any unauthorised repairs, modifications,
relocation or use of the Bypass Connection, equipment or data provided
hereunder, fails to pay any charges due hereunder, or defaults in the
performance of any of its obligations hereunder and such default is not
cured within fifteen days after written notice by AMADEUS, or
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12.2.2 If AIS breaches any other term of this Agreement or any other agreement
between AIS and AMADEUS, or its corporate affiliates, which breach is
not cured within fifteen days after written notice by AMADEUS, or
12.2.3 If AIS becomes insolvent, makes any assignment for the benefit of
creditors, calls a meeting of creditors, offers a composition or
extension to creditors, suspends payment, consents to or suffers the
appointment of a receiver, a trustee, a committee of creditors or a
liquidating agent files or has filed against it a petition in bankruptcy
or seeking reorganisation, arrangement or readjustment or its debts or
its dissolution or liquidation or for any other relief under any
bankruptcy or insolvency law, or has entered against it any judgment or
decree for its dissolution which remains undismissed or undischarged or
unbonded for a period of thirty days.
12.3 AIS may cancel this Agreement effective on ten days written notice to
AMADEUS in the event of material default by AMADEUS.
12.4 AMADEUS shall be considered in material default for purposes of Article
12.3 under the following circumstances.
12.4.1 If AMADEUS breaches any term of this Agreement, which breach continues
uncured for fifteen days after written notice by AIS or
12.4.2 If AMADEUS becomes insolvent, makes any assignment for the benefit of
creditors, calls a meeting of creditors, offers a composition or
extension to creditors, suspends payment, consents to or suffers the
appointment of a receiver, a trustee, a committee of creditors or a
liquidating agent, files or has filed against it a petition in
bankruptcy or seeking reorganisation, arrangement or readjustment or its
debts or its dissolution or liquidation or for any other relief under
any bankruptcy or insolvency law, or has entered against it any
judgement or decree for its dissolution which remains undismissed or
undischarged or unbonded for a period of thirty days.
12.5 In the event that the revised price is excessive and not proportional
with the services provided under this Agreement, AIS shall, before
implementation of the new price, have the right to terminate the
Agreement giving six (6) months prior written notification to AMADEUS.
In such case, during the six month period between the notification and
the termination of the Agreement, the non-revised price shall apply.
12.6 In the event of any termination of this Agreement, including but not
limited to any termination pursuant to this Article, the Party which is
not in breach may declare all advances, expenditures and liabilities
immediately due and payable without demand or otherwise reduce such
unpaid advances, expenditures and liabilities to judgement, and in
addition proceed to exercise any one or more of its rights or remedies
accorded by applicable law.
12.7 Should any CRS industry resolutions or governmental laws or regulations
become effective after the execution of this Agreement which directly or
indirectly affect the terms and conditions set forth in this Agreement,
the Parties hereto may agree to amend this Agreement to comply with such
industry resolutions, governmental law or regulation, or failing to
reach such agreement, either Party, at its option, may immediately
terminate this Agreement as of the date such industry resolution,
governmental law or regulation is to be effective and the Agreement
shall automatically terminate as of such effective date without either
Party incurring any
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further liability or obligation with respect to the Agreement after such
effective date, but provided AIS obligation to pay any charges due
hereunder shall continue through the period of AIS actual use of the Bypass
Connection.
13. OBLIGATIONS UPON TERMINATION
----------------------------
13.1 Upon the termination of this Agreement, AMADEUS shall have the right to
cancel the Bypass Connection between both Systems and both Parties shall
have the right to retake possession of software, training materials,
proprietary marks, and any other confidential information belonging to
AMADEUS. AMADEUS agrees to return all material and confidential information
which are AIS property. AIS agrees to return all material which are AMADEUS
property.
13.2 AIS agrees to cease all use of any AMADEUS proprietary marks
13.3 Both Parties agree to maintain the confidentiality of any proprietary
information provided by the other Party.
13.4 Upon termination of the Agreement for whatever reason, except for Article
12.3, AIS shall promptly pay to AMADEUS, for the unexpired term of the
Agreement, the part of the monthly fee set forth in Annex II corresponding
to the development costs.
14. NOTICES
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All notices, requests, demands or other communications under this Agreement
shall be in writing and delivered if sent by registered mail or teletype,
and shall be deemed to have been given when received at the addresses set
forth at the beginning of this Agreement. Either of these addresses may be
changed on ten (10) days prior written notice to the other Party.
For: AMADEUS Marketing S.A. For: Applied Information Services, Inc.
Xxxxxxxx xx Xxxxxxxxx Xx. Xxxx Xxxxx, President
11th Floor 000 Xxxxxx Xxxxxx Xxxx
X-00000 Madrid Whitefish, Montana 00000
XXXXX USA
15. WAIVER
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Failure of either Party to insist upon strict performance of any of the
covenants or conditions of this Agreement or to exercise any right or
option herein contained shall not be construed as a waiver or
relinquishment of such or any other covenant, condition, right or option or
of either Party's right thereafter to enforce each and every term and
condition of this Agreement.
16. CONFIDENTIALITY
---------------
The content and terms of this Agreement are deemed to be proprietary and
confidential information and shall not be disclosed by either Party except
with the prior written consent of the other Party, unless such disclosure
is required pursuant
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to judicial or administrative process, in which case the respective Party
shall immediately so notify the other one.
17. SEVERABILITY
------------
In the event that any one or more of the provisions of this Agreement shall
be determined to be invalid, unenforceable or illegal, such invalidity,
illegality and unenforceability shall not affect any other provisions of
this Agreement and the Agreement shall be construed as if such invalid,
illegal or unenforceable provision had been replaced by a valid legal and
enforceable provision that as fully as possible carries out the Parties
intent as evidenced by the invalid, illegal or unenforceable provision.
18. ASSIGNMENT AND MERGER
---------------------
18.1 AIS shall not transfer or assign this Agreement, or any right or obligation
hereunder, or any right to use the proprietary marks of AMADEUS, without
the prior written consent of AMADEUS, which consent shall not be
unreasonably withheld.
18.2 In the event AIS merges with or is acquired by any other person or entity
not presently owning an interest in or having a controlling interest in
AIS, then AMADEUS, at its sole option, may immediately terminate this
Agreement without any obligation or liability to AIS.
18.3 AMADEUS may, at its own discretion, assign performance of responsibilities
to be performed by AMADEUS under this Agreement to AMADEUS National
Marketing Companies in local markets served by AMADEUS provided that no
such assignment shall materially affect the level of service and the
computer link provided hereunder.
19. FORCE MAJEURE
-------------
Neither Party shall be liable for delays or failure in the performance
under this Agreement caused by Acts of God, war, strike, internal or
external labor dispute, work stoppage, fire, act of government, or any
other cause, whether similar or dissimilar, wholly beyond the control of
the Party. This shall not excuse either Party from the obligation to make
the payments specified under this Agreement upon the termination of the
force majeure.
20. ENTIRE AGREEMENT
----------------
20.1 This Agreement is the entire agreement of the Parties relating to the
subject matter hereof (Bypass Connection) and shall supersede any
previously executed agreements between the Parties, written or oral.
20.2 Unless otherwise provided herein, the terms and conditions set forth in
this Agreement shall apply to each Schedule and Annexes to this Agreement
executed by the Parties whether such Schedule and Annexes are
simultaneously executed
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herewith or executed hereafter. Such Schedules are attached hereto and
incorporated herein or executed hereafter.
20.3 Any amendment of this Agreement must be in writing and signed by the
authorised representatives of the Parties.
21. GOVERENING LAW AND DISPUTE RESOLUTION
-------------------------------------
21.1 This Agreement and any difference or dispute arising out of it or related
to it shall be governed, construed and interpreted in accordance with the
laws of Spain.
21.2 Any dispute arising in connection with this Agreement shall be finally
settled by arbitration according to the Rules of Arbitration of the
International Chamber of Commerce, Paris, by three arbitrators, appointed
according to said rules. The place of arbitration shall be Paris (France)
and the language of the procedure shall be the English one
IN WITNESS THEREOF, AMADEUS and AIS have executed this Agreement as of the
day and year first above written.
AMADEUS MARKETING, S.A. APPLIED INFORMATION SERVICES, Inc.
Signature /s/ Xxxx Xxxxxxxxx Signature /s/ Xxxx Xxxxxxxxx
------------------------------------- ---------------------------
Name Xxxx Xxxxxxxxx Name Xxxx Xxxxxxxxx
------------------------------------- ---------------------------
Title Director Sales & Vendor Services Title President
------------------------------------- ---------------------------
Date 8th July, 1996 Date 7/1/96
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ANNEX I
AMADEUS - AIS BYPASS CONNECTION
The following outlines the technical and operational aspects of the AMADEUS -
AIS Bypass Connection. The functional and technical details of it need to be
worked out jointly between the technical specialists of AIS and AMADEUS.
Development, test and implementation of the Bypass Connection will be done based
on these functional and technical specifications in a phased approach.
A communication link must be established between the AMADEUS System and TRAVEL
FILE.
The Bypass Connection function provides AMADEUS Subscribers with the capability
to Access TRAVEL FILE via their AMADEUS terminal as if directly connected to
TRAVEL FILE.
Once the AMADEUS Subscriber has established his permanent bypass session to
TRAVEL FILE, he can perform single or multiple transactions in the native
language of TRAVEL FILE. When the AMADEUS Subscriber has established his
permanent bypass session with TRAVEL FILE, the AMADEUS Subscriber acts as a
Travel File user and it is the responsibility of AIS to allow the AMADEUS
Subscriber the functionality, displays and updates of TRAVEL FILE.
It is the responsibility of AIS to determine allowable functions and provide
necessary security for AMADEUS Subscribers.
The session to TRAVEL FILE is started when the user enter the AMADEUS bypass
entry which is 1TVO//.
Once the bypass session has been established the AMADEUS Subscriber must perform
all following entries in TRAVEL FILE's native language.
The AMADEUS System passes input data to TRAVEL FILE and does not translate or
edit the transactions.
The use by the AMADEUS Subscriber of TRAVEL FILE's functions may be limited due
to the existence in TRAVEL FILE of special features (i.e. screen size, tabbing,
character set) that may be not supported by the AMADEUS System at the networks'
or terminals' levels.
TRAVEL FILE shall provide the AMADEUS Subscriber with a display which contains
input fields that allow the AMADEUS Subscriber to terminate the bypass session
at any time desired by the AMADEUS Subscriber.
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ANNEX II
A. CHARGES
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1. AIS agrees to pay to AMADEUS a monthly fee as follows:
1.1 Year One (July 1st, 1996 to June 30th, 1997) ECU 4,000 (four thousand)
1.2 Year Two (July 1st, 1997 to June 30th, 1998) ECU 6,000 (six thousand)
For Access over 40,000 a fee of ECU 1,000 (one thousand) for every
additional 10,000 Access will apply.
1.3 Year Three (July 1st, 1998 to June 30th, 1999) ECU 8,000 (eight thousand)
For Access over 40,000 a fee of ECU 1,000 (one thousand) for every
additional 10,000 Access will apply.
1.4 The number of Access that will be counted shall not include the Access of
SRG International and Xxxxxx Xxxx to their Proprietary Network Partitions.
1.5 The Parties shall revise every 6 months the number of Access of SRG
International and Xxxxxx Xxxx AMADEUS Subscribers to their Proprietary Network
Partition and may decide to apply certain charges for it.
2. From the monthly fee described in paragraph 1 above, ECU 1,333 (one
thousand three hundred and thirty three) corresponds to the cost of the
developments in the AMADEUS System necessary to implement the Bypass Connection.
-14-
SIDE LETTER to the
AMADEUS - APPLIED INFORMATION SERVICES
BYPASS CONNECTION AGREEMENT
With reference to the AMADEUS - APPLIED INFORMATION SERVICES BYPASS CONNECTION
AGREEMENT ("the Agreement"), signed on the 1 of July 1996 by and between
AMADEUS Marketing, S.A., a Spanish Corporation with principal offices at
Xxxxxxxx xx Xxxxxxxxx, 0.00000 Xxxxxx, Xxxxx (hereinafter referred to as
"AMADEUS"),
and
Applied Information Services, Inc., a Montana corporation, domiciled at 000
Xxxxxx Xxxxxx Xxxx, Xxxxxxxxx, 00000 Xxxxxxx, XXX (hereinafter "AIS").
WHEREAS, at the time of signature of the Agreement AMADEUS and AIS acknowledge
that AIS is unable to comply with the training and help desk obligations
described in the Agreement,
WHEREAS, AIS believes that within a short period will be able to fulfil the
training and help desk obligations
WHEREAS, the Parties believe that the Bypass Connection can be used by SRG
International and by Xxxxxx Xxxx without the initial training and the full help
desk services,
the Parties hereby have agreed to the following:
(1) The Bypass Connection established from the AMADEUS System to TRAVEL
FILE will be opened or accessible only for SRG International and Xxxxxx Xxxx
AMADEUS Subscribers, and only upon completion of the requirement described in
the following paragraph.
(2) Before access is given to SRG International and Xxxxxx Xxxx, AIS will
provide AMADEUS with a written commitment from SRG International and Xxxxxx Xxxx
stating that they agree to start using the Bypass Connection for a period of 90
days, without the training and help desk services required by AIS under the
Agreement.
(3) AIS will, within a period of 90 days from the signature of the
Agreement, comply with the training and help desk obligations described in the
Agreement. In the event that after that initial period of 90 days AIS is still
not able to comply with the training and help desk obligations, the Parties may
agree to extend the period to other 90 days. If after the second period of 90
days AIS is not able to comply with the training and help desk obligations
AMADEUS shall have the right to terminate the Agreement upon giving 10 days
prior written notification to AIS. It is expressly specified that in this case
the provisions of 13.4 shall apply.
(4) AIS agrees to establish during the 90 days periods a Help Desk
telephone number in Whitefish, Montana, which will be operational from 6:00 AM
to 11:00 PM, Montana time. AIS shall make its best efforts to implement as soon
as possible a free Help Desk telephone number for the European based AMADEUS
Subscribers.
(5) AMADEUS agrees that during the first 90 days period, starting July 1st,
1996 until September 30th, 1996 the monthly fee to be paid by AIS to AMADEUS, as
set forth in Article 6.3 and Annex II of the Agreement, shall be ECU 1,000 (one
thousand).
In the event the second 90 day period is applicable, starting from October
1st, to December 31st, 1996 the flat monthly fee of ECU 2,000 (two thousand)
shall apply.
As soon as AIS is able to comply with the training and help desk
obligations described in the Agreement, the prices described in Annex II shall
apply.
During the period in which the above indicated reduced monthly fees are
applicable, AMADEUS agrees to consider the proportional monthly amount of the
development costs, (described in Annex II, Clause 2, of the Agreement) as paid
by AIS.
(6) AIS will inform SRG International and Xxxxxx Xxxx of the telephone Help
Desk Service via the AMADEUS general information pages and through electronic
marketing messages.
(7) AIS agrees to make its best efforts to provide training courses to SRG
International and Xxxxxx Xxxx in the event that these last request it. If the
training are requested AIS may use quick reference cards or video material, if
accepted by the requester of the training. AIS may request to AMADEUS assistance
from AMADEUS NMCs for the provision of such training courses. AMADEUS will
contact the corresponding AMADEUS NMC in order to agree on the conditions, but
AIS will always be responsible for the trainer.
(8) AMADEUS will discuss and decide on a case by case basis the opening of
the access to other AMADEUS Subscribers that may be interested to start using
the Bypass Connection in the same conditions as SRG International and Xxxxxx
Xxxx.
Except for the amount of the monthly fee, and the training and help desk
obligations, to which the special conditions described in this Side Letter shall
apply, the Agreement shall remain applicable.
The terms and conditions described in this Side Letter shall apply until AIS
complies with the training and help desk obligations as described in the
Agreement.
This Side Letter has been executed as of the 1 day of July 1996.
For AMADEUS Marketing S.A. For Applied Information Services, Inc.
Signature: /s/ Xxxx Xxxxxxxxx Signature: /s/ Xxxx Xxxxxxxxx
Name: Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx
Title: Director Sales & Vendor Services Title: President
