1. Scope of the Subscription
1.1 IATA agrees to provide the IATA Timatic Service(s) to the Subscriber on the terms, and for the fees, set out in Schedule 2 and hereby grants to the Subscriber a world-wide non-exclusive, non-transferable, non-sub licensable license to access the IATA Timatic Service(s), and to use the IATA Timatic Information contained therein during the Term, for the Permitted Purpose.
2. Term and Termination
2.1 The Subscription shall take effect from the Subscription Start Date stated in the Order Form and shall remain in force until 31st December of the same year, herewith referred to as the “Initial Term”.
2.2 At the end of the Initial Term, the Subscription will be automatically renewed for successive 12 month periods (each a “Subscription Year” unless a written notice is sent by either party to terminate the Subscription no less than sixty (60) days prior to the end of the Initial Term or any subsequent Subscription Year.
2.3 IATA shall be entitled to terminate the licence contained herein with immediate effect, and thereafter deny the Subscriber and any of its Users access to the IATA Timatic Services, in the event of:
2.2.1 any default by the Subscriber in paying the fees when due, unless remedied within fourteen (14) days after written notice of such default has been given to the Subscriber;
2.2.2 any breach by the Subscriber of the licence granted herein, and in particular any breach of the terms contained in Clause 4.
2.4 Either party may terminate the Subscription immediately by written notice to the other if either party shall become insolvent, be declared bankrupt or shall enter into any liquidation proceedings (other than for the purpose of reconstruction or amalgamation).
2.5 Upon expiry or termination of the Subscription for whatever reason the license granted herein shall cease and access by the Subscriber to, and all the rights granted in respect of the IATA Timatic Service(s) shall be immediately terminated. The Subscriber shall immediately delete from its systems any information (including the IATA Timatic XML Support Lists) extracted from the IATA Timatic Service(s) that it has retained. Upon request from IATA, the Subscriber shall provide written confirmation that it has complied with this requirement.
3.1 In consideration for the supply of the IATA Timatic Service(s) the Subscriber shall pay the fees set out in Schedule 2, as amended from time to time in accordance with Clause 3.3.
3.2 The fees consist of an annual fee plus a fee per Transaction. If the commencement date of the Subscription is after 31st January, the annual fee will be charged in proportion to the number of full months remaining in the Initial Term. Payment of the annual fee will be due by the Subscriber upon signature of the order form. A separate annual fee will be charged for each IATA Timatic Service that the Subscriber subscribes to as detailed in the IATA Timatic Services Order Form, with the volume of transactions for each service being combined to determine Transaction Fees. Transaction Fees will be calculated and invoiced by IATA at the end of each quarter (31 March, 30 June, 30 September and 31 December) as described in Schedule 2.
3.2.1 Where the Subscriber is a member of the IATA Clearing House, invoices shall be claimed by IATA through the IATA Clearing House in accordance with its rules and regulations. Where the Subscriber is suspended from the IATA Clearing House, the Subscriber shall pay invoices by wire transfer or credit card.
Where the Subscriber is not a member of the IATA Clearing House, invoices must be settled by wire transfer or credit card in Euro. If the Subscriber does not pay the amount due by the due date, IATA may levy interest at the rate of one per cent (1%) per month or part of a month from due date until the date the amount is received by IATA.
3.3 The fees shall be fixed for the Initial Term. Thereafter the fees will be reviewed annually by IATA who will notify the Subscriber of any adjustments no later than 30 September in any Subscription Year, such adjustment to take effect on 1 January of the following Subscription Year. In case the Subscriber does not accept such adjustment it may give written notice before 31 October of the applicable Subscription Year that it does not wish to renew the Subscription. Thereupon, this Subscription shall terminate at the end of that Subscription Year. If the Subscriber does not terminate the Subscription the new annual fees shall be invoiced by IATA and paid by the Subscriber from the beginning of the next following Subscription Year.
3.4 Where the Subscriber is granted access to a free trial account for a IATA Timatic Service, access to this IATA Timatic Service is granted free of charge and all Fees are waived during the trial period. All other terms and conditions of this contract still apply.
4. Use of the IATA Timatic Services
4.1 When using the Timatic Service(s) the Subscriber shall be entitled to access and use the IATA Timatic Information for the Permitted Purpose.
4.2 The Subscriber may provide Users with IATA Timatic Information using interfaces developed independently of this Subscription (when subscribing to IATA Timatic AutoCheck) or as may be provided by IATA. The Subscriber may provide public access to IATA Timatic Information on their website including mobile websites and mobile applications, provided the Subscriber ensures that any public user is notified of the statement in clause 7.3.
4.3 The Subscriber, Users and any other third parties shall not without the prior written permission of IATA:
4.3.1 re-sell, make mass, automated or systematic extractions from, or otherwise transfer to any other person or organisation, the IATA Timatic Services(s) or IATA Timatic Information contained therein;
4.3.3 store IATA Timatic Information in such a manner that enables such stored information to be retrieved, manually, mechanically or systematically by any User or third party; or include it within, or merge it with, or permit such inclusion in or merge with, another archival or searchable system; or
4.3.4 make use of any kind of device/application that enables retrieval of previously accessed IATA Timatic Information without making a real-time, chargeable Transaction.
4.4 The Subscriber may download, copy and store the IATA Timatic XML Support Lists to the extent necessary for the purposes of providing access to IATA Timatic Information as set out in clause 4.2.
5.1 The Subscriber and Users shall access the IATA Timatic Information by submitting queries using the IATA Timatic Service(s). Such queries shall be known as “Transactions”.
5.2 Subject to clause 6.4, the IATA Timatic Service(s) shall be accessible by the Subscriber and the Users 24 hours per day, 365 days per year, subject to scheduled down time, necessary support and maintenance or the occurrence of any force majeure event.
5.3 IATA may, at its discretion, upgrade and enhance the IATA Timatic Service(s) with new features, and functionalities, or modify or remove existing features or functionalities. Such modifications may require the Subscriber to program changes into their system to ensure continued use and availability of the IATA Timatic Service. The Subscriber acknowledges that IATA shall not be liable for any costs incurred by the Subscriber in connection with such modifications, and Subscriber shall not be relieved of any of its obligations under this Subscription in the event of such modification. Where such changes are proposed to be made by IATA, IATA shall use reasonable endeavors to inform the Subscriber in advance of such changes, and provide the Subscriber with access to a test facility for 4 weeks before moving the changes to the live production environment.
6. Representations, Warranties and Liability
6.1 IATA warrants that it has the right to use and distribute the IATA Timatic Information and to grant the Subscriber the rights set out in this Subscription.
6.2. The IATA Timatic Information is provided for information purposes only, and whilst IATA will use all reasonable skill and care in the creation and supply of the IATA Timatic Information, and every effort is made to update and maintain the information provided by IATA, IATA gives no warranty that the IATA Timatic Information will be accurate or complete and shall have no liability for inaccuracies or incomplete information, unless due to IATA’s gross negligence or wilful misconduct. Furthermore, the Subscriber shall give no such warranty to its Users, and shall ensure that its Users are made aware of such disclaimer of warranty by IATA, where such User is not a direct employee of the Subscriber.
6.3. If the Subscriber becomes aware of any apparent inaccuracies or incomplete information contained in the IATA Timatic Information they should bring it to the attention of IATA as quickly as possible. IATA will check, verify and update the IATA Timatic Information as appropriate.
6.4. The warranties set forth above are exclusive and in lieu of all other warranties (express, implied, statutory or otherwise) with respect to the services. All other warranties, including warranties of merchantability and fitness for a particular purpose, are hereby expressly excluded and disclaimed. In particular IATA does not warrant that the operation of the IATA Timatic Service(s) will be uninterrupted or error-free, and the Subscriber shall give no such warranty to its Users, and shall ensure that its Users are made aware of such disclaimer of warranty by IATA, where such User is not a direct employee of the Subscriber.
6.5. Save in case of wilful misconduct or gross negligence on the part of IATA, the Subscriber shall indemnify, safeguard and hold IATA harmless from and against all actions, claims or demands of Users, including costs to be incurred by IATA in connection with such actions, claims or demands brought against IATA by a User, arising from or relating in any way to the use by the Subscriber or a User of the IATA Timatic Services or the IATA Timatic Information.
6.6. IATA’s total liability under this Subscription shall be limited to ten per cent (10%) of the fees paid by the Subscriber in the Subscription Year that the liability arises.
6.7. To the maximum extent permitted by law, IATA excludes all liability to the Subscriber for consequential loss arising out of any claim, including but not limited to indirect losses and loss of revenue, profit or anticipated profits, or destruction of data, whether or not due in whole or in part to the negligence or breach of duty, statutory or otherwise, of the Subscriber.
7. Intellectual Property Rights
7.1 For the purposes of the Subscription, IATA owns, or is otherwise entitled to use and sub-license, and hereby reserves to itself all Intellectual Property Rights in and to the IATA Timatic Service and IATA Timatic Information.
7.2 Infringement Indemnity. IATA warrants that the use of the IATA Timatic Service(s) and IATA Timatic Information by the Subscriber in accordance with the terms of this Subscription shall not infringe the Intellectual Property Rights of any third party. IATA shall indemnify and hold the Subscriber harmless from any losses, claims, damages, awards, penalties, or injuries which arise from any claim by any third party of an alleged infringement of copyright or any other Intellectual Property Right arising out of the use of the IATA Timatic Service(s) by the Subscriber in accordance with the terms of this Subscription PROVIDED ALWAYS that the Subscriber shall give IATA full control of any proceedings and make no admission of liability to any third party. This indemnity shall survive the termination of this Subscription.
7.3 Where the Subscriber makes the IATA Timatic Information available to Users via a publically available website, mobile website or mobile application as provided for in clause 4.2, the Subscriber shall include the following (or substantially similar) statement prominently on the website, mobile website or mobile application:
"© IATA xxxx" or "Copyright IATA xxxx". Usage is subject to IATA Timatic End User Terms and Conditions.
where xxxx is the current year, and the End User Terms and Conditions is linked to the URL as directed by IATA from time to time.
7.4 Where IATA Timatic Information is supplied by IATA in a branded format displaying the “IATA” name or logo or the ”Timatic” name or logo, the Subscriber shall do nothing to alter, deface, add to, subtract from, minimise or remove such name or logo, and shall in all cases reproduce such name or logo exactly in the form that it has been supplied, or otherwise in accordance with such guidelines that may be provided by IATA from time to time.
8.1 As used herein, Confidential Information means any information:
8.1.1 relating to the business of IATA or the Subscriber;
8.1.2 of IATA or the Subscriber which is designated by the respective owner as confidential;
8.1.3 of IATA or the Subscriber which is of a confidential or sensitive nature, which is marked or denoted as confidential or which a reasonable person to whom that information is disclosed or to whose knowledge the information comes would consider confidential;
8.1.4 which is disclosed by IATA or the Subscriber to the other, directly or indirectly, or otherwise comes to the knowledge of that party in relation to or in connection with this Subscription, whether that information is in oral, visual or written form or is recorded or embodied in any other medium.8.2 Confidential Information does not include information which: (a) is or becomes publicly known or within the public domain without the receiving party’s breach of this Subscription; (b) was known to the receiving party prior to its receipt thereof from the discloser; (c) has been or is lawfully obtained by the receiving party from third parties without an obligation of confidence to the disclosing party; or (d) has been or is subsequently independently conceived or discovered by the receiving party.
8.3 Neither party may disclose any Confidential Information of the other party without obtaining the prior written consent of the other party.
8.4 A party may disclose any Confidential Information:
8.4.1 to its employees, officers and agents on a need to know basis provided that they comply with the obligations of this clause 8;
8.4.2 if required to do so, to the extent that the disclosure is required by law; and to any professional advisors.
9. General Provisions
9.1 The Subscriber shall not provide IATA under this Subscription with passenger names, addresses, or other information that identifies or could be used to identify a specific person.
9.2 This Subscription is construed under and shall be governed by the laws of The Netherlands.
9.3 If any dispute arises out of, or in connection with the performance of this Subscription, the parties shall endeavour to settle the same amicably. In the event that such amicable solution is not possible, the dispute shall be settled by the competent court in Haarlem, The Netherlands. The decision of the court shall be final and binding upon the parties.
9.4 Neither party shall be liable under this Subscription for any failure, delay or default in performing any obligations there under if such failure, delay or default results from circumstances beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license) governmental intervention, labour disputes threatened or actual, acts of suppliers or sub-contractors, wars, fires, floods, earthquakes or unusually severe weather, wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected (“Force Majeure”). The party seeking to rely on this clause shall promptly notify the other party of the cause and probable duration of its failure of performance and shall use its best endeavours to minimise the effect of the Force Majeure.
9.5 This Subscription constitutes the entire agreement between the parties with respect to the subject matter hereof, and may only be amended in writing, signed by both parties.
9.6 Words importing the singular shall include the plural and vice versa.
9.7 The headings of Sections are for convenience only and shall not be used to interpret provisions of this Subscription or otherwise affect the substantive provisions.
9.8 Clauses 2.5, 4.3, 6, 7.1, 7.2 8 and 9 survive the expiry or termination of this Subscription.
9.9 Capitalised terms in this agreement shall have the meaning set out in Schedule 1.
9.10 The contents of this agreement are confidential.
SCHEDULE 1 - Definitions:
“IATA” means IATA (Netherlands) B.V., a Dutch corporation having its registered offices at Frankfurtstraat 2, 1175 RH, Lijnden, The Netherlands, acting for and on behalf of the International Air Transport Association, an association incorporated by a Special Act of the Parliament of Canada “IATA” .
“IATA Timatic Information” means information on cross-border passenger regulations and recommendations on the following subjects:
- Passport regulations and recommendations
- Visa regulations and recommendations
- Health regulations and recommendations
- Airport Tax to be paid by the traveller at either departure or arrival airport
- Customs regulations relating to import/export of goods and small pets by a passenger
- Currency regulations relating to import and export by a passenger
- News relating to changes in immigration rules or practices
“IATA Timatic Service(s)” means the following services used to access IATA Timatic Information:
- IATA Timatic
- IATA TimaticWeb
- IATA TimaticWeb Co-branded
- IATA Timatic AutoCheck
"IATA Timatic" means a technology based service that enables Timatic Information to be accessed using the SITA communications network.
"IATA TimaticWeb" means a technology based service that enables Timatic Information to be accessed via the TimaticWeb website at www.timaticweb.com
"IATA TimaticWeb 2" means a technology based service that enables Timatic Information to be accessed via the TimaticWeb 2 website at www.timaticweb2.com"IATA TimaticWeb Co-branded" means a technology based service that enables Timatic Information to be requested via the Subscribers website with the Subscriber defined images being applied to the response web page. The TimaticWeb website is at www.timaticweb.com
"IATA Timatic AutoCheck" means a protocol specification for exchanging structured information with the Timatic SOAP XML interface enabling the Subscriber to integrate IATA Timatic Information into their own applications such as departure control systems.
"IATA Timatic XML support lists" means downloadable lists enabling coded requests to be submitted to IATA Timatic Services(s). Such lists include Country Codes, Document Types, stay types, etc.
"Intellectual Property Rights"means allowing Users to use the Subscriber’s reservation and related systems for the purpose of processing the Subscriber’s passengers or potential passengers, and allowing Users to access and use the information that is provided by the Timatic service as set out in clause 4.2.
"Permitted Purpose"means the trade marks, copyrights, database rights, rights in know-how, confidential information, methodologies and processes, and all other rights of a like nature conferred under the laws of the Netherlands and all other countries of the world, including any renewal or extension of those rights, subsisting in respect of the IATA Timatic Service(s) or IATA Timatic Information.
"Subscriber" means the company identified on the Order Form...
"Transaction" means a request submitted to the IATA Timatic Service(s) for IATA Timatic Information, for which the Subscriber shall be charged as per Schedule 2.
"Users" means any person to whom the Subscriber provides IATA Timatic Information, or who the Subscriber enables to retrieve IATA Timatic Information using the Subscriber’s system or any interfaces, and shall include employees, contractors, outsourcers, representatives, agents, consultants, Subscriber customers and other designees of the Subscriber using the Subscriber’s reservation and related systems for the purpose of processing the Subscriber’s passengers. Members of the public who may, with the facilitation of the Subscriber or Users, access the IATA Timatic Information are also considered “Users” for the purposes of this subscription.
SCHEDULE 2 – Fees (2013)
IATA Timatic Services annual set-up & maintenance fee effective as at 1 January 2013: €499
A. 0 – 500 transactions: Included in Fixed Fee.
B. 501 – 100,000 transactions: EUR (€) 0.1299 per transaction.
C. 100,001 – 600,000 transactions: EUR (€) 0.1166 per transaction.
D. 600,001 – 1,100,000 transactions: EUR (€) 0.1033 per transaction.
E. 1,100,001 – 1,600,000 transactions: EUR (€) 0.0888 per transaction
F. 1,600,001 – 2,100,000 transactions: EUR (€) 0.0816 per transaction.
G. 2,100,001 onwards: EUR (€) 0.0743 per transaction.
All fees are exclusive of Value Added Tax (VAT).Commencement during the Subscription Period:
If the commencement date of the Subscription is after 31st January, the annual fee will be charged in proportion to the number of full months remaining in the Subscription Year. Similarly the number of transactions included within the fixed fee will be divided in proportion to the number of full months remaining in the Subscription Year. Unused transactions included in the fixed fee will not carried over to the following Subscription Year.
Where the Subscriber is granted access to a free trial account for a IATA Timatic Service, access to this IATA Timatic Service is granted free of charge and all Fees are waived during the trial period. All other terms and conditions of this contract still apply.
In exceptional circumstances, Subscribers may require technical and/or consulting advice from IATA if they do not have the resources to implement the Timatic services in their environment. In these circumstances, and subject to availability, IATA will provide such advice. Consulting charges are EUR (€) 100 per hour excluding VAT and expenses. Any such charges will only be made if expressly agreed in advance in writing with the Subscriber.