TRAXON Europe General Terms and Conditions
1 Assignment
1.1 The Contractor grants the Principal the non-exclusive, non-transferable right to establish access to the TRAXON system via a communications link.
1.2 The Contractor will enable the Principal to use the TRAXON system; this right of use may not be assigned or transferred to third parties.
1.3 The Contractor reserves the right to carry out improvements to TRAXON and to alter the functions of the system at any time and as it sees fit, without additional costs for the Principal. This relates not only to the technical features, but also to the connection of new service providers and subscribers and the disconnection of existing service providers and subscribers.
1.4 If the Contractor does not carry out improvements free of charge, it will offer these improvements (section 1.3) to the subscribers at the same conditions. The Contractor is entitled to decide whether, to what extent and at what conditions these improvements are offered.
1.5 Additional functions or services and the replacement of these services may be offered by the Contractor at any time.
2 Delivery
2.1 The Principal will connect its equipment and systems to the TRAXON system via the gateway specified by the Contractor.
2.2 The Contractor is responsible for connecting the TRAXON system to the communications link. The Principal is responsible for connecting its equipment and systems to the communications link. This includes public and private data networks for the establishment of the communications link. The Parties bear their own costs for setting up and maintaining the connection, insofar as they are obliged to do so.
2.3 The Principal is free to choose the location at which its equipment is installed. The Principal will ensure that all such locations are owned or controlled by it.
2.4 The Principal will constantly operate and maintain its equipment and systems so that all core functions and improvements are usable in the way set out by the current version of the respective TRAXON user manual. The Principal will immediately investigate any problems or other irregularities in the use of TRAXON which it identifies or of which it is informed by the Contractor. The Principal will use its best efforts to rectify the problems and irregularities which occur. If the Principal is not able to do so, it will inform the Contractor of this immediately in writing.
2.5 The Contractor will conduct basic training in the use and operation of the airline functions of the TRAXON system free of charge. The Principal will bear all travel and overnight accommodation costs, plus all expenses incurred by its employees as a result of their participation in the training. Additional training sessions may be arranged on demand at the Contractor’s normal rates.
2.6 The Principal is obliged, at its own cost, to keep available an appropriate number of trained staff who are capable of operating the TRAXON system and subscriber equipment and systems correctly, and to inform the Contractor of the identity of these individuals.
2.7 The Contractor will provide the subscriber with access to a customer support service (helpdesk) via telephone or terminal, and will provide support for solving problems arising from the use of the TRAXON system. Access times and all other terms of this customer service will be determined by the Contractor.
3 Remuneration, payments
3.1 The Principal will pay to the Contractor the subscriber fees and other costs (in accordance with the current price list) for the connection to the TRAXON system and the use of all core functions, as well as the fees for additional functions offered optionally. In addition, the Principal will bear the costs for the agreed unsolicited messages. Statutory value added tax will be charged on the prices listed.
3.2 The Principal will bear the costs for the communications link between the subscriber equipment and the access point to the TRAXON system in Darmstadt.
3.3 The Contractor will invoice its fees and costs every month. Within 15 days of the date of the invoice, the Principal will pay all fees and costs, without deductions, to the Contractor’s bank account specified on the invoice. Payment is to be made in the currency specified on the invoice. The subscriber will bear all bank charges related to its payments.
3.4 The Contractor may charge interest at a rate 2% p.a. higher than the respective discount rate of the German Bundesbank on payments made by the Principal more than 15 days after the date of the invoice.
4 Warranty and liability
4.1 The Contractor is liable only for willful intent or gross negligence on the part of its legal representatives or employees. In the event of gross negligence on the part of an employee not regarded as an executive or a legal representative, the Contractor is only liable if a key contractual obligation is breached. In addition, all liability on the part of the Contractor is limited to damage which typically occurs in such cases.
4.2 The Contractor accepts no liability for the accuracy of the data provided via the TRAXON system. This does not form part of the services owed by the Contractor.
In the case of a warranty claim being brought, the Principal initially only has the right to demand rectification of the fault by the Contractor. If the fault cannot be rectified within an appropriate period, the Principal may demand that the fees and costs be reduced by an appropriate amount. Fees and costs are not reduced automatically. Claims for damages against the Contractor are excluded, unless otherwise specified by section 4.1.
4.3 The Contractor is not liable if the Agreement cannot be performed, either in part or in whole, for reasons for which it cannot be held responsible. Cases of impossibility of performance for which the Contractor cannot be held responsible are: acts of God, such as war, terrorism, trade embargos or industrial action; public intervention; delays in the performance of services and the delivery of goods on the part of the Contractor’s subcontractors for which the Contractor cannot be held responsible; functional failures of the TRAXON system’s hardware and software for which the Contractor cannot be held responsible; and, in particular, non-performance or unsatisfactory performance of the communication service due to the insufficient provision of electricity or telephone services or otherwise due to public utilities.
5 Obligations of the Principal
5.1 When using the TRAXON system, the Principal undertakes to strictly adhere to the current applicable version of the rules of access and usage as laid down by the Contractor (TRAXON Interface Control Manual, Chapter 3).
5.2 The Principal will take all necessary measures to avoid unauthorized use of the TRAXON system and of the services outlined in this Agreement. Any infringement of this - such as by way of speculative booking or capacity reservation for demand which is only expected, or allowing third parties unauthorized access to and training in the use of the TRAXON system - is considered to represent the breach of a key contractual provision. In such cases, the Contractor has the right to deny the subscriber access to the services provided by the TRAXON system with immediate effect.
5.3 The Principal will not use any data transmitted by the TRAXON system to create or publish flight timetable and price databases or to develop information systems which are similar to, or could provide competition for, the TRAXON system. These obligations remain in force for two years following the end of this business relationship.
5.4 The Principal will not use the Contractor’s name, logo, trademarks or brand names, including all types of advertising material, without authorization. The Contractor must be notified of any such use, which requires the Contractor’s prior written permission, in writing.
5.5 The Principal recognizes that the intellectual property rights to the TRAXON system and all modifications and improvements are, and remain, the sole property of the Contractor or its licensor.
5.6 When the business relationship ends, all rights granted to the Principal by the Contractor are terminated and automatically return to the Contractor.
5.7 All PC software, training materials, documents bearing the Company’s trademark, other documents from the Contractor and other objects provided by the Contractor must be returned by the Principal immediately, without a corresponding request on the part of the Contractor being necessary. The Principal’s rights of retention are excluded.
The place of jurisdiction is Frankfurt am Main.
TRAXON is a registered Trade Mark of Global Logistics System Worldwide Company for Development of Freight Information Network GmbH
Version dated: July 25, 1995
