Exhibit 10.17


 


GLOBAL
AGREEMENT


 


This Global Agreement (“Agreement”) is between:


 


Amadeus Global Travel Distribution,
S.A., a Spanish Company with principal offices at Salvador de
Madariaga, 1 - 28027 Madrid (Spain) (hereinafter referred to as “Amadeus”), and


 


Ebookers PLC., an
English corporation having its principal place of business at 25 Farringdon
Street London EC4A 4AB United Kingdom, (hereinafter referred to as “Ebookers”).


 


hereinafter referred to individually as a “Party” and
collectively as “the Parties.”


 


RECITALS


 


WHEREAS,  the Amadeus Group has developed and is operating a fully
automated reservations and distribution system known as the Amadeus Global
Travel Distribution System, with the ability to perform comprehensive
information, communications, reservations, ticketing and related functions on a
world-wide basis;


 


WHEREAS,  Amadeus has the ability to serve and support EBOOKERS
Locations locally through its National Marketing Companies (NMC) in order to
meet these customers’ product, service and support needs;


 


WHEREAS,  EBOOKERS is a multinational online and offline travel
agency chain with offices located in numerous countries, that provide world
class service and EBOOKERS Locations with various products and services;


 


WHEREAS,  EBOOKERS wishes to utilize the System at various EBOOKERS
Locations as defined and further set forth below;


 


NOW THEREFORE,  in consideration of the mutual
agreements, conditions, covenants and promises contained herein, including the
foregoing recitals and other good and valuable consideration, the Parties agree
as follows:


 


I. DEFINITIONS.


 


The following definitions
shall apply to the terms used in this Agreement unless the context otherwise
requires:


 


1.1                 “Additional Products” means any Amadeus or
third party products, Software, Equipment or services ordered by any EBOOKERS
Location after execution of the form document attached at Exhibit 1.


 


1.2                 “Agreement”
means this Global Agreement, including all attached Exhibits, as amended or
supplemented from time to time.


 


1.3                 “Amadeus Group” means Amadeus, Amadeus
s.a.s., Amadeus Data Processing GmbH, and all Amadeus NMCs, their respective
affiliates, members, members’


 


 


PORTIONS OF THIS
EXHIBIT MARKED BY AN (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.


 

















 


representatives, members’ affiliates, and their
respective principals, officers, directors and employees.


 


1.4                 “Amadeus NMC” means an Amadeus National
Marketing Company that distributes the System and other Amadeus products and
services in a specific territory.


 


1.5                 “Amadeus NMC System” means a computer
reservation system provided by the Amadeus NMC for local Providers and does not
include the System as defined below.


 


1.6                 “BA Low Fare
Content” shall include all fares and associated inventory provided by British
Airways (“BA”) including the following:


 


1.6.1        fares distributed by BA through any GDS;


1.6.2        fares offered through BA’s internal
reservations system;


1.6.3        fares offered through any internet website,
including BA’s website; and


1.6.4        all other promotional fares and associated
inventory (including distressed fares) and all other non-fare promotions,
incentives, commissions or other substantially similar programs which BA may
make available from time to time through any GDS.


 


BA Low Fare Content specifically excludes those fares
promotions, incentives, commissions or other programmes and all associated
inventory not publicly available, including but not limited to: private fares,
net fares, corporate discount fares, tour operator fares, consolidator fares,
marine, student cruise, missionary fares, group fares and meeting fares, fares
that require the purchase of another product or service and fares offered
through the Opaque method (“Opaque Method” means the provision of information
concerning an air travel product or service where the provider of the product
or service is not disclosed to the purchaser prior to the purchase) and fares
to closed user groups.


 


For the avoidance of doubt, although BA is not
required to provide the above fares as part of the Low-Fare scheme, in the
event that EBOOKERS has access to any such fares through a separate arrangement
with BA, such fares shall be treated as BA Low Fare Content for the purposes of
this Agreement.


 


AMADEUS (or the applicable Amadeus NMC) shall have the
right to make any adjustments, modifications and changes to the BA Low Fare
Content from time to time. Such changes shall not materially affect the level
of services provided herein. AMADEUS (or the applicable Amadeus NMC) shall give
EBOOKERS prior written notification of any significant change or modification
to the BA Low Fare Content, unless by reason of urgency, AMADEUS (or the
applicable Amadeus NMC) is unable to notify EBOOKERS in advance, in which case
AMADEUS (or the applicable Amadeus NMC) shall inform EBOOKERS as soon as
feasible.


 


1.7                 “Charges”
means all amounts payable to Amadeus and/or an Amadeus NMC for products and
services ordered by a EBOOKERS Location.


 


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1.8                 “EBOOKERS Equipment” means
computer equipment and software (e.g., printers, Terminals or other hardware or
software) not provided by an Amadeus NMC to a EBOOKERS Location.


 


1.9                 “EBOOKERS Locations” means
Ebookers and the Ebookers fully owned and operated offices identified on
Exhibit 2 with the same Office ID and with Ebookers corporate code (EB3). New
entities that are fully acquired by Ebookers after the Effective Date may be
added to this Agreement (i) immediately if such entities (or new sites
established by EBOOKERS locations) are not AMADEUS System users, and (ii) if
such entities are already connected to Amadeus then the conditions of the
Agreement will apply to such business upon the later of 31st
December of the year the entity is acquired by EBOOKERS or no less than 3
months notice from the date of acquisition.


 


1.10          “Ebookers Websites”
means the websites owned by EBOOKERS and run by the EBOOKERS Offices, inclusive
of www.travelbag.com (“Travelbag Website”) and www.bridgetheworld.com.


 


1.11          “Effective Date” of this Agreement
is 1st January, 2004.


 


1.12          “Equipment” means
computer equipment (e.g., printers, Terminals or other hardware) provided by an
Amadeus NMC to an EBOOKERS Location.


 


1.13          “Excessive Transactions”
means as defined in Exhibit 4.


 


1.14          “Exhibit” means the
attached Exhibits which are a part of this Agreement.


 


1.15          “Form” means as
defined in Section 3.


 


1.16          “Interface” means
the Amadeus API as described and as provided in Exhibit 1.


 


1.17          “Local Provider” means any hotel,
local rental car company, railroad company, ferry company, tour operator or
other supplier of travel-related office service, except an airline or
international rental car company, which has its main business activity in the
Amadeus NMC country and which contracts with the Amadeus NMC to market or
distribute its services, products or information.


 


1.18          “Normal Business Hours”
means those standard business hours during which an Amadeus NMC conducts its
business activities. Normal Business Hours may vary depending on, and will be
consistent with, the general practice recognized by the Amadeus NMC for its
customer base generally in the applicable market.


 


1.19          “Normal Maintenance
Hours” means those standard business hours that an Amadeus NMC provides
maintenance services. Normal Maintenance Hours may vary depending on, and will
be consistent with, the general practice recognized by the Amadeus NMC for its
customer base generally in the applicable market.


 


1.20          “Online Net Segments” means Net Segments
booked on an EBOOKERS Website by the indicated entity.


 


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1.21          “PNR” means
passenger name record.


 


1.22          “Prior Global Agreement”
means the global agreement in place between the Parties dated December
2000, as amended


 


1.23          “Provider” means a
System participating provider of travel-related, entertainment, financial or
recreational services that makes its data available through the System.


 


1.24          “Segment” or “Net
Segment” means an individual air, car or hotel reservation entry in the
itinerary portion of a PNR processed in the System or another database provided
by Amadeus or Amadeus NMC under a license agreement, which:


 


1.24.1              is documented in the
AMADEUS System;


 


1.24.2              is billable to a
Provider;


 


1.24.3              remains active and
uncancelled 24 hours after scheduled departure, car pick-up or hotel check-in
time.


 


A Segment does not include


 


1.24.4              unscheduled or
charter operations;


 


1.24.5              open segments in the
itinerary;


 


1.24.6              segment records
containing invalid city pairs which do not match the city pairs provided by
Providers


 


1.24.7              speculative,
fraudulent or improper bookings


 


In accordance with EU Code of Conduct for CRS, the
definition of net Segment includes the concept of “Ticketed Segment” which will
apply for the air net Segments made in EU countries. For the purposes of this
Agreement, Segment Incentives will be based on the number of Ticketed Segments
made by EBOOKERS Locations in EU countries. The Parties will assume that the
number of Ticketed Segments respond to the same number of net Segments, unless
demonstrated otherwise. EBOOKERS will provide Amadeus with the number of
Ticketed Segments made on an as needed basis.


 


1.25          “Software” means any
Amadeus or third party proprietary software provided by an Amadeus NMC to an
EBOOKERS Location.


 


1.26          “System” means the
Amadeus global computer reservation system to which Amadeus provides access
under this Agreement. “System” does not include any public Internet, electronic
mail or a local computer reservation system to which Amadeus or an Amadeus NMC
may provide access.


 


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1.27          “Taxes” means any
national, federal, state or local tax, surcharge, levy, duty or similar charge
that is imposed on the sale, lease, transfer or use of any products or services
made available to EBOOKERS or a EBOOKERS Location pursuant to this Agreement.


 


1.28          “Term” shall
have the meaning given to it in Section 2.


 


1.29          “Terminal” means
an active computer workstation from which a EBOOKERS Location can book
Segments.


 


1.30          “Transaction” means a request to process data that is transmitted to the System or
the applicable server. Multiple data elements transmitted to the System in a
string are counted as one Transaction. Data elements transmitted via wizards,
macros, robotics and similar means may result in multiple Transactions not
apparent to the System user. See Exhibit 8 for the Transactions that will be
counted under this Agreement.


 


1.31          “Travelbag Business” means the number of all air, car and hotel bookings booked by Travelbag
and BridgetheWorld during Year 2003 which, when booked on the System, would be
1,165,372 annual Net Segments.


 


1.32          “Travelbag Offices” means those office IDs created by Amadeus on behalf of EBOOKERS for the
purpose of allowing bookings to be made by customers through the Travelbag
Website via Amadeus.


 


1.33          “Web-Site” means any
internet web-site operated by EBOOKERS or its wholly owned subsidiaries (e.g.,
Travelbag) in the Current Markets.


 


1.34          “Year” means
a twelve months period. There are three Years in this Agreement.


 


2.                         TERM


 


This Agreement shall be effective as of 1st
January 2004 and shall continue in effect for a period of three Years until
31st of December 2006 (the “Term”).


 


3.                         CONTRACTING
WITH EBOOKERS LOCATIONS


 


3.1                 The EBOOKERS
Locations identified on Exhibit 2 will not need to sign a separate agreement
with the local Amadeus NMC but, rather, both EBOOKERS and the Amadeus NMC will
execute the form attached hereto as Exhibit 1 (the “Form”). The executed Form
will constitute an agreement between the Amadeus NMC and EBOOKERS Location to
the terms and conditions contained in this Agreement except to the extent the
terms and conditions are expressly intended to apply solely to the Parties. The
entities executing the Form may also agree to local terms and conditions
necessary to cover any situations unique to that particular market (e.g., local
legal requirements, third party vendor requirements) with said terms and
conditions being documented as an amendment to the applicable Form or separate
document.


 


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3.2                 In the event that in the markets
identified on Exhibit 2, an Amadeus NMC and a EBOOKERS Location are parties to
an Amadeus NMC subscriber agreement entered into prior to the Effective Date,
then upon execution of this Agreement the Parties will use their good faith
efforts to terminate said subscriber agreement and cause said entities to
execute the Form.


 


3.3                 The term of each
arrangement entered into pursuant to the execution of the Form shall be
coterminous with the Term.


 


3.4                 Amadeus NMCs will
have the right to terminate the arrangement entered into pursuant to the Form
in the event such EBOOKERS Location ceases to be a EBOOKERS Location.


 


4.                         INCENTIVES/COMMERCIAL
TERMS.


 


In exchange for EBOOKERS and EBOOKERS Locations’
performances referenced in this Agreement, EBOOKERS will qualify for the
incentives and other commercial terms identified on the attached Exhibit 3
(“Incentives”).


 


5.                         PRODUCTS
AND SERVICES


 


5.1                 Generally.
EBOOKERS Locations will be provided access to the System pursuant to the terms
and conditions herein and may order the products and services reflected on the
attached Exhibits. Other products and services may be offered from time to time
by the Amadeus Group to EBOOKERS Locations at then current prevailing rates.
EBOOKERS Locations will order all products and services directly from the
Amadeus NMC’s.


 


5.2                 The System


 


A.                      System
Access. The Amadeus NMC, upon execution of the Form and for its
authorized market, grants the EBOOKERS Locations in its market the right to
access the System solely in accordance with this Agreement. The EBOOKERS
Location may access the System using EBOOKERS Equipment so long as such
equipment (or software, as applicable) meets Amadeus’ or the applicable Amadeus
NMC’s specifications and standards.


 


B.                        Ownership/Use.
The System is Amadeus’ proprietary information and a trade secret. Amadeus
shall transmit data to EBOOKERS Locations through the System and/or the Amadeus
NMC System. EBOOKERS Locations agree to use the System and the AMADEUS NMC
System data solely for:


 


(1) making travel reservations;


 


(2) providing travel information to EBOOKERS and/or
EBOOKERS Locations’ customers;


 


(3) accounting and record keeping;


(4) other travel related services;


 


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EBOOKERS and/or EBOOKERS Locations agree not to use
these systems for:


 


(1)                     speculative
booking;


 


(2)                     reservation
of space in anticipation of demand;


 


(3)                     improper
creation or modification of records;


 


(4)                     transmission
of personal messages other than by an electronic mail system;


 


(5)                     disclosure
of the System to persons other than EBOOKERS employees and/or EBOOKERS
Locations (except for EBOOKERS customer employees who use the System to make
reservations at a EBOOKERS implant;


 


(6)                     developing
or publishing any reservation, ticketing, sales, cargo or tariff guide;


 


(7)                     accessing
the System through third party products that are not expressly authorized by
Amadeus. Such authorisation shall not be unreasonably refused.


 


(8)                     accessing
third party products through the System which are not expressly authorized.
Such authorization shall not be unreasonably refused.


 


C.                       System Operating Instructions/Site Preparation


 


(1)                     Operating Instructions. The EBOOKERS
Location will utilise the System and the local Amadeus NMC System (as
applicable) pursuant to Amadeus’ and/or the Amadeus NMC’s standard written
instructions (as applicable and to the extent such instructions are provided),
including instructions for establishing, operating and maintaining security
links between EBOOKERS Locations. EBOOKERS will implement the activities
necessary to follow such instructions as soon as reasonably possible.


 


(2)                     Site Preparation. The applicable EBOOKERS
Location is solely responsible for any necessary site preparation, including
all maintenance, cabling, utilities charges, and compliance with applicable
building and electrical codes.


 


D.                      System Modifications. Amadeus or its
licensors may, in its discretion modify, remove, discontinue, replace,
substitute and/or upgrade or enhance the functions and components of, and data
provided through, the System without any obligation to EBOOKERS or any EBOOKERS
Location, provided however that in the event a System functionality
modification is made that would materially and adversely affect EBOOKERS, then
the Parties will meet and negotiate in good faith possible work-around
solutions with the goal of avoiding such adverse affect. If such modification
is made without such work-around


 


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solutions, then EBOOKERS may terminate this Agreement.
The EBOOKERS Location will not modify or alter the System.


E.                        Interference with System Performance.
If EBOOKERS Equipment degrades or interferes with System performance, or is an
unauthorized modification thereto, EBOOKERS will pay then prevailing charges to
diagnose and eliminate the degradation, interference or modification. All
resulting downtime and costs will be EBOOKERS’ sole responsibility.


F.                        Suspension of Access. Amadeus may
suspend System access for a particular EBOOKERS location without liability if:


(1)                     Amadeus
reasonably believes that an abuse or misuse of the System is being caused,
permitted or enabled by such particular EBOOKERS location or on such particular
EBOOKERS location’s behalf; or


(2)                     Such
particular EBOOKERS location attempts unauthorized modifications to the System;
or


(3)                     Such
particular EBOOKERS location’s access causes a degradation to the System or interference
with use of the System by other users or customers, or causes a condition which
may place Amadeus or the applicable Amadeus NMC in potential or actual breach
of its agreements with other parties (e.g., in the event of robotic software
causing an inordinate amount of Transactions to hit the System).


If System access is suspended pursuant to F.(1), F.(2)
or F.(3) above, Amadeus or the applicable Amadeus NMC will notify the EBOOKERS
location and EBOOKERS as soon as reasonably possible. The particular affected
EBOOKERS location will have thirty (30) days to cure the degradation,
interference or other problem. If the cure is not effected within said period,
then this Agreement may be terminated as to such affected entity without
liability to the EBOOKERS location or any other party.


5.3                  Software.
If any EBOOKERS Location (the “Licensee”) orders Software, the following
applies:


A.                     Software License. Amadeus or the
applicable Amadeus NMC (“Licensor”), as applicable, grants the Licensee a
nonexclusive, non-transferable license to use the object version of the
Software solely for internal use during the Term. The Software is the
Licensor’s or it’s licensors’ proprietary information and trade secret, whether
or not any portion of the Software is or may be copyrighted or patented, and
title thereto remains with the Licensor or its licensors. Certain Software
provided by third parties may be subject to other agreements as a condition to
use of such Software. The Licensee may:


(1)                     use
one production copy of the Software for each license granted; and


(2)                     copy
the Software into machine readable form solely for backup, and copy the user’s
guide and related documentation, provided that all copies and


 


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partial copies shall include Licensor’s or its
licensors’ copyright notices, as applicable.


Except as expressly provided in Section 5.3.A., the
Licensee may not:


(3)                     copy,
modify, merge, supplement, reverse engineer, reverse assemble, decompile or
disassemble the Software; or


(4)                     distribute,
publish, transfer, sublicense, or make the Software or documentation available
to other organizations or persons other than Licensee’s employees.


(5)                     do
any act inconsistent with applicable licenses covering the Software.


B.                       New Software Releases. Licensor may
charge for new Software releases at a price no greater than the Licensor’s then
current, standard rate. The Licensee will promptly install new Software
releases that (i) Licensee requests or (ii) that are otherwise provided at no
charge to the Licensee, unless Licensor instructs the Licensee that Licensor
will perform the installation. The Licensee understands it may not be able to
use new Software releases if it has made derivative programs or modifications
to the Software or Equipment. Licensee is not required to pay additional
charges for new Software provided after the Effective Date that Licensor
requires the Licensee to use as a condition to having access to the System.


C.                       Software Installation.


(1)                     On Equipment. The applicable Amadeus
NMC will install the Software on the Equipment and perform all related
re-installation, replacement and repairs. Licensee may perform such
installation upon receipt of instructions and authorization from the applicable
Amadeus NMC. The initial installation of Software will be at no charge so long
as (i) the installation is performed at the same time as the installation of
the Terminal upon which the Software will reside, and (ii) such installation is
made within one hour per Terminal upon which the Software will reside at the
same Installation Address. There will be no charge for re-installation if the
Software was not fully installed on the initial installation at no fault of
Licensee. Otherwise, installation services will be performed at prevailing
Amadeus NMC conditions and rates.


(2)                     On EBOOKERS Equipment. Licensee may not
install Software on EBOOKERS Equipment absent the Amadeus NMC’s prior consent.
Licensee is responsible for any such installation including all related fees
and costs. Any installation by an Amadeus NMC will be at prevailing conditions
and rates.


(3)                     Proper Configuration. Licensee will ensure proper
configuration and functioning of the Equipment with the local area network
before the Software is installed. Installation visits due to improper
configuration will be at prevailing conditions and rates.


 


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5.4                  Equipment.
If an EBOOKERS Location orders Equipment, the following applies.


A.                     Installation. The Equipment will be
installed by the applicable Amadeus NMC during Normal Business Hours at the
Installation Addresses. The applicable EBOOKERS Location is responsible for and
will follow the Amadeus NMC written instructions regarding, (1) all
environmental, structural, electrical, cabling, data network connections or
similar accommodations, necessary to the proper functioning of the Equipment,
and (2) all related costs and expenses.


B.                       Relocation. Equipment may not be
relocated without the applicable Amadeus NMC’s prior written consent.


C.                       Ownership/Title. The Equipment leased
from the applicable Amadeus NMC or its contractor will remain the property of
the applicable Amadeus NMC, or its contractor, and must be returned in good
working condition as reasonably determined by the applicable Amadeus NMC,
normal wear and tear excepted. The applicable EBOOKERS Location will not in any
other manner dispose of the Equipment or any part thereof or suffer any lien or
legal process to be incurred or levied on the Equipment without the applicable
Amadeus NMC’s prior written permission.


D.                      Insurance. The EBOOKERS Location will
take all commercially reasonable precautions to protect the Equipment installed
at the Installation Site. At its own cost, the EBOOKERS Location will procure
and maintain insurance insuring the Equipment against all such risks as are
customarily insured in a standard all risk property insurance policy. Risk of
loss for and damage to the Equipment will pass to the EBOOKERS Location upon
completion of installation of the Equipment at the Installation Site. The
applicable Amadeus NMC may request at any time proof of such insurance and/or
other form of surety from the EBOOKERS Location.


5.5                  Online
Booking Products. If any EBOOKERS Location orders Online Booking
Products, the following applies:


A.                     System
access will be provided via the Web Site through the Interface Application. The
EBOOKERS Location is responsible for installation of necessary communications
lines.


B.                       The
EBOOKERS Location is solely responsible for all damages and liabilities arising
from or relating to credit card fraud, abuse, or misuse by Users purchasing
products and services over or through the Web Site. The EBOOKERS Location will
indemnify Amadeus for all damages, liabilities, and related costs, fees, and/or
expenses suffered by any entity within the Amadeus Group as a result of such
credit card fraud, abuse, or misuse.


C.                       Standard disclaimers and privacy
policies will be provided by the EBOOKERS Location on the Web Site (“Web Site
Disclaimers”) protecting the Amadeus Office, as approved by Amadeus or the
applicable Amadeus NMC. At a minimum, the Web Site Disclaimers shall include
language that “in no event is


 


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any provider of data or information on the Web-Site
including, but not limited to, Amadeus Global Travel Distribution, S.A. and/or
its subsidiaries, affiliates, suppliers and/or licensors, liable for any
demand, claim, or damage, including direct, indirect, consequential, special or
any other damage or economic loss, resulting from User access to, use of, and
the purchase of any product or service over, the Web Site.” Web Site
Disclaimers shall be prominently displayed on the Web Site and agreed to by a
point and click process by Users at the time or prior to booking.


D.                      The
EBOOKERS Location may be required to execute other applicable documentation
pertaining to access and use of Online Booking Products as a condition to use
of such products.


5.6                  Additional
Products.  EBOOKERS Locations may order Additional Products at any time.
All Additional Products will be subject to this Agreement on the date an order
is placed, and there will be no need to execute a new Exhibit or contract
amendment. Additional Products other than Equipment may be cancelled by either
Party or the EBOOKERS Location or Amadeus NMC upon thirty (30) days notice. The
EBOOKERS Location is responsible for all supplies such as paper, ribbons, media
for storage of its data, etc. The Parties will document as necessary the
ordering, changes or deletions of any Amadeus product or service as may be
required for accounting or tax purposes, including the current practice of
reporting as referred to in Section 7.


5.7                  Maintenance.
If any EBOOKERS Location orders Equipment or Software, and as otherwise
stated, the following applies. With respect to System Maintenance, Amadeus will
maintain the System 24 hours per day 7 days per week. Maintenance may include
scheduled outages to perform such maintenance and as otherwise agreed by the
Parties on Exhibit 6.


A.                     Maintenance Generally. The applicable
Amadeus NMC will maintain Equipment and Software. The EBOOKERS Location will
pay for services required outside of Normal Maintenance Hours, including
overtime, and for repair resulting from: (1) disaster, accident or negligence
(except to the extent such disaster, accident or negligence is caused by any
entity within (or acting on behalf of) any entity within the Amadeus Group or
its vendors), misuse or operator error; (2) failure or variation of electrical
power; (3) failure to properly maintain the installation site, air conditioning
or humidity control, air quality, and similar environmental conditions; (4)
causes other than ordinary use including lightning, fire, severe weather, and
other causes beyond the Amadeus NMC’s control; (5) maintenance, repairs,
attachments, deletions, derivative programs or modifications to the Software or
Equipment by anyone other than the Amadeus NMC or its authorized contractors;
or (6) use of EBOOKERS Equipment that adversely affects Equipment. EBOOKERS
Location will back up all data within its control which may be changed and or
lost due to maintenance by the Amadeus NMC.


B.                       Unauthorized Maintenance. EBOOKERS
Location will not permit maintenance, repairs, alterations or modifications of
or to Equipment or


 


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Software except by the applicable Amadeus NMC, absent
the Amadeus NMC’s consent.


C.                       EBOOKERS Equipment. The Amadeus NMC is
not obligated to maintain EBOOKERS Equipment. If EBOOKERS Equipment degrades or
interferes with System performance, the EBOOKERS Location will be responsible
for applicable standard charges for diagnosing and/or eliminating the
degradation or interference. The applicable Amadeus NMC may change the hardware
requirements necessary to operate Software or to access the System at its
discretion and without obligation. In such case, the EBOOKERS Location will
make the appropriate adjustments to its EBOOKERS Equipment. EBOOKERS Location
may not connect EBOOKERS Equipment to the System without the applicable Amadeus
NMC’s prior written consent.


D.                      Removal. Equipment may not be removed
without the applicable Amadeus NMC’s prior consent. The EBOOKERS Location will
follow the Amadeus NMC’s removal instructions and procedures. The Amadeus NMC
will perform, and the EBOOKERS Location will be responsible for then prevailing
charges relating to, the re-installation of the Equipment if it is moved to a
different, or within an, Installation Address.


E.                        Access to Premises. The Amadeus NMC may
enter the premises of the EBOOKERS Location during Normal Business Hours, upon
reasonable notice, to inspect, test, repair, maintain and/or (where permitted
under this Agreement) remove the Equipment and/or Software, and such EBOOKERS
Location will obtain authorization from its clients in possession of Equipment
or Software for the Amadeus NMC to enter the clients’ premises for these
purposes.


F.                        Scheduled Downtime. Amadeus or the
applicable Amadeus NMC may schedule System, Equipment and Software downtime for
maintenance of the System, Equipment or Software, without liability or
obligation to EBOOKERS Location. Amadeus shall ensure that the occurrence and
duration of any such periods of downtime shall be minimised.


G.                       Modifications. Amadeus or the applicable
Amadeus NMC may modify, remove, discontinue, replace, substitute and/or upgrade
or enhance the Equipment, Software, Communication Links, and any components,
functions, operations, products and/or services, without liability or
obligation to EBOOKERS Location, provided however that in the event of a
modification that would materially and adversely affect EBOOKERS, the Parties
will meet and negotiate in good faith possible work-around solutions with the
goal of avoiding such adverse affect. If such modification is made without such
work-around solutions, then EBOOKERS may terminate this Agreement.


5.8                               Training.
Training on the System will be provided as per the attached Exhibits and will
be performed at mutually agreeable dates at locations traditionally utilised by
the Amadeus NMC for training purposes or such other location as the Amadeus NMC
and the EBOOKERS Location may agree. The EBOOKERS Location is responsible for
travel, lodging, meal, salaries and all other employee benefits, for


 


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its employees or agents in connection with such
training. Charges still apply for the EBOOKERS Location’s cancellation of any
scheduled training.


6.                         CHARGES
FOR PRODUCTS AND SERVICES


6.1                 Generally.
Charges for products and services provided to EBOOKERS Locations are stated in
Exhibits 4 and 5 and, as stated, are exclusive of applicable Taxes which will
be added. Charges for additional Products will be at Amadeus’ or the Amadeus
NMC’s then prevailing rates. All charges will be in EURO, except as identified
in Exhibit 5.


6.2                 Commencement
of Charges.


A.                      Existing EBOOKERS Locations. Charges
commence as of the Effective Date. Payment obligations under prior agreements
between EBOOKERS and/or EBOOKERS Location and any entity within the Amadeus
Group will continue notwithstanding this Agreement until such prior obligations
are satisfied.


B.                        New EBOOKERS Locations. Charges begin
on the first day of the month during which installation of the System,
Equipment or Software at the first physical office of the EBOOKERS Location is
completed. Full monthly Charges for products and services will apply regardless
of the actual installation or
de-installation date in a month (e.g., if a workstation is de-installed on the
22nd of the month the full monthly rate will still apply). If
installation cannot be made due to EBOOKERS Location’s fault, then Charges
shall begin on the first day of the month following the scheduled installation
date.


6.4                 Payment of
Charges. To the extent the Product Fund does not cover applicable
Charges, the Amadeus NMC will invoice quarterly the EBOOKERS Locations for
products and services ordered by them pursuant to the terms of this Agreement.
Charges for Central Products will be invoiced by Amadeus. Charges are due within
thirty (30) days after the date of receipt of an invoice. Payment will be EURO,
unless otherwise stated in Exhibit 5. As further described on Exhibit 3,
Incentives earned by EBOOKERS based on Segment production by a particular
EBOOKERS Location will be offset against Charges (not including Taxes or third
party charges) for products and services ordered by said EBOOKERS Location.


Either Party, as well as EBOOKERS Locations and
Amadeus NMCs, whichever applicable, have the right to (i) offset any amounts
owed to the other, whichever applicable, against undisputed amounts, and (ii)
the right to impose a late charge for any payments not received by the due date
equal to interest at a rate of two (2) percentage points above the 3 month
EUROLIBOR on the due date (Following payment date convention) or at such other
rate as the Parties shall mutually agree in writing. Notwithstanding such
effects, appropriate invoices, reflecting total amounts (i.e, not including the
offset), will be issued.


In the event that there is a dispute in any
invoice, then the affected parties shall meet to review the discrepancy and any
payment amount that is under dispute


 


13

















 


may be withheld until the discrepancy is resolved.
Each Party agrees to cooperate in providing all reasonably available supporting
documentation which may be necessary to resolve the dispute and which may be
disclosed without violating the rights of any third party, and Amadeus shall
use commercially reasonable efforts to obtain such documentation from Amadeus
NMCs for such purposes. Invoices not disputed within one hundred and twenty
(120) days shall be deemed correct.


6.5                 Increase in
Charges. Amadeus or the Amadeus NMC, as applicable, may increase
charges by no more than 5% per annum and upon 30 days prior notice. Further,
charges may be adjusted upon 6 months prior notice to cover solely: (i)
increases in the costs (i.e., no mark-up or profit margin) of products or
services provided to Amadeus or the Amadeus NMC by third parties that are made
available to EBOOKERS Locations under this Agreement, and (ii) reasonable costs
necessary for Amadeus or the Amadeus NMC to comply with any industry regulation
or law affecting the products and services provided under this Agreement. No
amendment to this Agreement is necessary to reflect such increases, unless
EBOOKERS so requests. Amadeus will provide supporting documentation to EBOOKERS
as necessary to justify such increase, including granting EBOOKERS the right to
an independent audit of Amadeus’ applicable records relating to such cost
increases.


6.6                 Offsets.
Amadeus may offset the payment of Incentives with undisputed amounts that
remain unpaid by any EBOOKERS Location after reasonable efforts by the
applicable Amadeus NMC to collect such sums.


7.                         APPLICATION
OF TAXES


If any of the payments or fees payable under this Agreement is subject
to withholding taxes, the paying party shall withhold and pay over the required
amounts to the appropriate tax authorities within the time provided by law and
shall furnish to the other party within thirty (30) days thereof or as soon as
practicable thereafter the official receipts of the tax authorities for the
taxes involved.


Notwithstanding the above, the Parties, or the EBOOKERS Locations or
AMADEUS NMCs, as applicable, shall add applicable VAT on Segment Incentive
payments. In such event, the applicable party shall have the right to disclose
partial or totally, by giving previous notice to the other corresponding party,
this Agreement to the relevant tax authorities in order to recover such VAT.


8.                         WARRANTIES/REMEDIES/LIMITATIONS


8.1                 Amadeus
Warranties. Amadeus warrants:


A.                      Software Performance Warranty. Amadeus warrants that the
functionality and performance of the Software substantially conforms to the
published documentation.


 


14

















 


B.                        Software Copyright/Patent Warranty.
Amadeus warrants that the Software does not infringe upon any valid patent,
copyright or any other intellectual property right.


C.                        Equipment Warranty. Amadeus warrants
that the functionality and operability of the Equipment substantially conforms
to the published documentation.


D.                       System Uptime Warranty. The System is
generally available 24 hours per day, 7 days per week, excluding
downtime/outages due to standard maintenance, third parties or other forces
outside of Amadeus’ direct control.


8.2                 Remedies for
Breach of Amadeus Warranties. The sole remedies for breaches of the
above warranties are as follows:


A.                      Software
Performance Warranty (Section 8.1 .A). The sole remedy for a material
breach of the warranty contained in Section 8.1.A is that if EBOOKERS or the
applicable EBOOKERS Location notifies Amadeus or the Amadeus NMC, as
applicable, in writing of a defect, Amadeus or the Amadeus NMC, as applicable,
will use reasonable efforts to confirm it with EBOOKERS and the affected
EBOOKERS Location, and then either correct or replace any defective Software,
or cancel the Software and provide a prorated refund of any prepaid license
fees. This warranty and remedy does not apply to Software that has been
modified or supplemented by any EBOOKERS Location where such defect arises out
of or relates to such modification or supplement.


B.                        Software
Copyright/Patent Warranty (Section 8.1.B). The sole remedy for a
material breach of the warranty contained in Section 8.1.B is that Amadeus will
indemnify EBOOKERS and/or the applicable EBOOKERS Location in respect of any
claim alleging that the Software infringes upon a valid patent or copyright.
Amadeus will pay all settlement payments or damages finally awarded, plus all
attorneys fees and related legal costs, provided EBOOKERS or the affected
EBOOKERS Location gives Amadeus prompt written notice of such claim, reasonable
information and assistance, and sole authority to defend or settle the claim.
In defense or settlement, Amadeus may obtain for EBOOKERS or the affected
EBOOKERS Location the right to continue using the Software, or Amadeus may
replace or modify it (without substantially changing or reducing its
functionality or performance) so that it becomes non-infringing. If Amadeus
determines that such remedies are not reasonably available, Amadeus will give
EBOOKERS or the affected EBOOKERS Location, as applicable, a prorated refund of
any prepaid license fees upon return of the Software and documentation. This
warranty and remedy does not apply if any alleged infringement concerns
modifications or supplements to the Software not carried out or provided or
authorised by a member of the Amadeus Office or the use or sale of Equipment or
Software in combination with products not furnished and not permitted by the
Amadeus Office, or EBOOKERS’s or the affected EBOOKERS Location’s failure to
install other Software provided by Amadeus or the Amadeus NMC (if installation
of other Software would have prevented the infringement).


 


15

















 


C.                        Equipment
Performance Warranty (Section 8.1.C). The sole remedy for a material
breach of the warranty contained in Section 8.1.C is that if EBOOKERS or the
applicable EBOOKERS Location notifies Amadeus or the Amadeus NMC, as
applicable, in writing of a defect, Amadeus or the Amadeus NMC, as applicable,
will correct or replace any defective Equipment or component with Equipment or
components of substantially similar functionality and quality. This warranty
and remedy does not apply to Equipment or components that have been modified or
supplemented by any EBOOKERS Location without the written permission of a
member of the Amadeus Group where such defect arises out of or relates to such
modification or supplement.


D.                       System
Uptime Warranty (Section 8.1.D). The sole remedies for a material
breach of the warranty contained in Section 8.1.D is as stated in Exhibit 6.


8.3                 DISCLAIMER OF
ALL OTHER WARRANTIES AND REMEDIES. EXCEPT AS SPECIFICALLY PROVIDED IN
SECTION 8.2, THE SYSTEM, AMADEUS NMC SYSTEM, INTERFACE, THE DATA LOADED ON AND
DERIVED FROM THE SYSTEM, SYSTEM COMPONENTS, SOFTWARE AND EQUIPMENT AND ALL
OTHER ITEMS PROVIDED TO EBOOKERS OR A EBOOKERS OFFICE ARE PROVIDED “AS IS AND
WITH ALL FAULTS”. ALL OTHER WARRANTIES ARE HEREBY DISCLAIMED INCLUDING, WITHOUT
LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, ACCURACY AND COMPLETENESS OF THE DATA DERIVED FROM THE
SYSTEM, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. THE REMEDIES STATED IN
SECTION 8.2 ARE THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF ANY WARRANTIES
STATED IN SECTION 8.1.


8.4                 LIABILITY
LIMITATIONS


A.                      Dishonored Reservations. If a Provider
does not honor a reservation booked through the System due to over sale or lack
of a record of the reservation, the sole remedy will be as set forth in the
Provider’s tariff or the Provider’s applicable policies and procedures.


B.                        Limitation of Liability. EXCEPT FOR (A)
ACCRUED SUMS OR CREDITS EXPRESSLY OWED UNDER THIS AGREEMENT BY EITHER PARTY TO
THE OTHER, OR BY THE EBOOKERS LOCATIONS AND AMADEUS NMCs TO EACH OTHER; (B)
INDEMNITY OBLIGATIONS AS PROVIDED IN SECTION 8.2.B, AND (C) DIRECT DAMAGES FOR
BREACH OF SECTION 9, OR (d) DIRECT DAMAGES ARISING FROM THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE TO THE OTHER AND NO EBOOKERS
OFFICE OR AMADEUS NMC WILL BE LIABLE TO THE OTHER OR TO EITHER OF THE PARTIES,
UNDER ANY THEORY OF LIABILITY OR ANY FORM OF ACTION FOR ANY OTHER DAMAGE
INCLUDING LOSS OF PROFITS OR BUSINESS OR ANY INCIDENTAL, SPECIAL, PUNITIVE,
EXEMPLARY, INDIRECT, CONSEQUENTIAL, INTEREST, REVENUE, SAVINGS OR ANY OTHER
ECONOMIC LOSS, OR


 


16

















 


THE COMPILATION, COMMUNICATION, DELIVERY OR LOSS OF
USE OF ANY DATA, EVEN IF THE DEFAULTING PARTY HAD BEEN ADVISED OF, KNEW, OR
SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF. TO THE EXTENT A JURISDICTION DOES
NOT RECOGNIZE THE CONCEPT OF “GROSS” NEGLIGENCE AS STATED IN PART (D) OF THIS
PARAGRAPH, THEN PART (D) SHALL BE LIMITED TO WILLFUL MISCONDUCT.


TO THE EXTENT THAT EITHER PARTY (INCLUDING ANY AMADEUS
NMC OR EBOOKERS OFFICE) HAS ANY OTHER LIABILITY UNDER THIS AGREEMENT OR IN
RELATION TO THIS AGREEMENT UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT
AND TORT, THEN EACH PARTY’S LIABILITY FOR DAMAGES TO THE OTHER HEREUNDER WILL
BE LIMITED THOUSAND (***).


8.4                                            Provider
Data. It is the Provider’s responsibility to ensure that the data and
information supplied and stored in the systems provided hereunder is accurate
and properly updated, and that neither Amadeus nor an Amadeus NMC has no
responsibility or liability or obligation for the accuracy, content or
reliability of such data or information, or EBOOKERS’s or any Website user’s
access to or use of such data or information.


8.5                                            Website
Content/Credit Card Fraud. EBOOKERS is solely responsible for all content,
correctness and maintenance of data entered by a Website user or EBOOKERS as a
consequence of a booking (reservation). EBOOKERS is also liable for compliance
of such data entered with all legal regulations. In case Amadeus determines
that any data or information entered by a Website user or EBOOKERS violates any
law or regulation or is incorrect, misleading or defamatory, then Amadeus shall
require EBOOKERS in writing to remedy such data or information. If not remedied
by EBOOKERS within a reasonable time as determined by Amadeus, then Amadeus may
suspend or limit EBOOKERS and the Website user’s access to the System. EBOOKERS
is solely responsible, as between Amadeus, the Amadeus NMCs and EBOOKERS or any
Ebooker Location, for any credit card fraud or abuse occurring on or through
the Website(s). EBOOKERS will indemnify Amadeus and its affiliates for any
claims brought by a Website user arising our or relating to the use of a
Website.


9.                         CONFIDENTIALITY


EBOOKERS Locations will not disclose any of the terms and conditions of
this Agreement, including but not limited to pricing or incentive terms, to any
third party without Amadeus’ written consent. Further, both Parties agree not
to disclose the other Party’s or any EBOOKERS Location’s or Amadeus NMC’s Confidential
Information without written consent. “Confidential Information” means
information, not generally known in the relevant trade or industry, which was
received by a Party (the “Receiving Party”) from the other Party or an Amadeus
NMC or an EBOOKERS Location (the “Disclosing Party”), and which is information
relating to: (1) trade secrets of the Disclosing Party or its customers; (2)
existing or contemplated products, services, technology, designs, processes,
formulae, computer systems, algorithms, research or developments of the
Disclosing Party or its customers; or (3) business


 


17

















 


plans, sales or marketing methods, methods of doing business, customer
lists or requirements, and supplier information of the Disclosing Party or its
customers. “Confidential Information” does not include information (1) already
known to the Receiving Party at the time of disclosure (unless under a
pre-existing obligation of confidence); (2) that becomes publicly available (other
than due to a breach by the Receiving Party); (3) is rightfully received by the
Receiving Party from a third party without an obligation of confidentiality;
(4) is independently developed by the Receiving Party without reference to the
Disclosing Party’s Confidential Information, or (5) relates to data generated
through the System which is disclosed by Amadeus to or as required by third
parties in the normal and customary course of Amadeus’ or the Amadeus Office’s
business (for example MIDT data).


10.                  TERMINATION/EFFECT
OF TERMINATION


10.1          Termination.  In
addition to any other termination rights expressly provided for in this
Agreement, this Agreement may be terminated by either Party, or either party to
the Form may withdraw from this Agreement and terminate their relationship, (i)
for a material breach of any term of the Agreement by the other party, in the
event that the other party fails to cure such breach within thirty (30) days
after receipt of notice; or (ii) upon notice if the other party breaches
Section 10 above and fails to cure all consequences arising from such breach
within five (5) days notice of the breach; or (iii) as otherwise expressly
provided in this Agreement; or (iv) as may be expressly and unconditionally
provided under applicable EU or other governmental regulations, or (v) if the
other party becomes insolvent, makes an assignment for the benefit of
creditors, suffers the appointment of a receiver, a trustee, a creditors
committee, or a petition in bankruptcy or seeks reorganization, or readjustment
of its debts or its dissolution or liquidation or for any other relief under
any bankruptcy or insolvency law, or has entered against it a judgement or
decree for its dissolution which remains undismissed or undischarged or
unbonded for a period of thirty (30) days, or if the other party shall take any
step leading to the cessation as a going concern, or ceases operations for
reasons other than a strike. The termination of any relationship established
pursuant to the Form that involves an entity that is not wholly owned or
controlled by one of the Parties will not (i) result in any liability or
obligation to the Parties or (ii) otherwise affect the terms and conditions of
this Agreement.


10.2          Effect of Termination.


10.2.1              The Parties will promptly return all
Confidential Information to the Disclosing Party in the event of termination or
expiration of this Agreement.


10.2.2              All Equipment, Software and related
documentation will be returned to the appropriate Amadeus NMC. The applicable
Amadeus NMC will coordinate with the EBOOKERS Location a pick-up date and time
to pick up the Equipment. The EBOOKERS Location will be responsible for all
standard de-installation charges and (i) the replacement cost of any


 


18

















 


Equipment that is not returned and (ii) the repair cost or replacement
cost, whichever is less, for Equipment that is returned in poor condition,
reasonable wear and tear excepted.


10.2.3              Any incentives accrued prior to any such
termination will be paid pursuant to Exhibit 3.


11.                  NOTICES


Notices and consents under this Agreement must be in writing, and will
be deemed delivered: (1) five business days after being sent by first class
mail to the address below (or identified on the form attached as Exhibit 1); or
(2) two business days after being sent by way of a nationally recognized
overnight delivery service to the address below (or identified on the form
attached as Exhibit 1); or (3) immediately upon hand delivery, or (4) confirmed
fax, in each case to the person identified below (or identified on the form
attached as Exhibit 1).


	
   

  	
  To:
  Amadeus Global Travel

  Distribution, S.A.

  	
   

  	
  To:
  EBOOKERS Legal

  Department

  	
   

  	
  To:
  EBOOKERS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Salvador de
  Madariaga, 1

  28027 Madrid

  Spain

  	
   

  	
  25 Farringdon
  Street

  London EC4A 4AB

  UK

  	
   

  	
  25 Farringdon
  Street

  London EC4A 4AB

  UK

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Attn: Travel
  Agency Partners

  	
   

  	
  Attn: Legal
  Counsel

  	
   

  	
  Attn. CEO

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Tel. 34 91 582
  01 00

  Fax. 34 91 582 01 99

  	
   

  	
   

  	
   

  	
   

  



 


Either Party may give written notice to the other Party of such other
address(es) to which notices shall be sent, and thereafter notices shall be
sent to such new or additional addresses.


12.                  DISPUTE
RESOLUTION


12.1          Assignment of Claims. It is the
Parties’ intent that all questions of liability as between (i) entities that
are wholly owned by Amadeus and (ii) EBOOKERS Locations will be dealt with at
the Parties’ level. Consequently, the Amadeus wholly owned Amadeus NMCs and the
EBOOKERS Locations agree, upon their signature of the Form, that all claims and
liabilities that they may have against one another, whether such claims arise
out of warranty, contract, tort or otherwise, except solely as provided below,
are assigned to the respective Parties’ and shall be brought, borne and
defended exclusively by the respective Parties. In the event any Amadeus wholly
owned Amadeus NMC brings any claim against a EBOOKERS Location, or vice versa,
except as


 


19

















 


provided for in (i) and (ii) of this paragraph, then
the party against whom such claim is brought will be entitled to immediate
dismissal of such claim and reimbursement of any and all attorneys fees
necessary to obtain such dismissal.


12.2          Notwithstanding the provisions of Section
12.1 above, the following disputes will be dealt with by the local Amadeus NMC
and EBOOKERS Locations under local law and not by the Parties. Applicable local
law, and the jurisdiction where such disputes shall be resolved, will be of and
in the jurisdiction where the Amadeus NMC is headquartered:


(i)                        collection
of unpaid invoices or refunds;


(ii)                     claims
for personal injury or damage to personal property;


(iii)                  claims for return, or the replacement
value, of any Equipment or Software


(iv)                 claims
seeking to enforce any equitable rights, or relating to criminal liability


(v)                    claims
that involve a either a EBOOKERS Office or Amadeus NMC that are not owned by
the applicable Party


Any such dispute will be subject to all terms and
conditions of this Agreement including, but not limited to, all limitations of
liability and remedies stated herein, but will not be subject to Sections 12.3
and 13.5 and the nature of any claim and its proceedings will be entirely at
the discretion of the entity bringing an action.


12.3          Arbitration.
Any question concerning the existence, validity, or termination of this
Agreement, and any other dispute arising out of or relating to this Agreement,
that cannot be resolved by agreement between the Parties shall be finally
settled by arbitration according to the ICC Rules and the following:


12.3.1                 The number of arbitrators shall be
three. Each Party shall nominate one arbitrator for confirmation by the ICC. If
a Party fails to nominate an arbitrator within the time period specified by the
ICC Rules, the ICC Court of Arbitration shall appoint an arbitrator for that
Party. The arbitrators nominated by (or on behalf of) the Parties shall, within
21 days after their confirmation by the ICC Court of Arbitration, agree on a
third arbitrator who shall act as the chairman.


12.3.2                 The language of the arbitration shall
be English.


12.3.3                 The decision of the arbitrators shall
be final, conclusive and binding on the Parties. Any award rendered by the
arbitrators may be enforced by any court or authority of competent
jurisdiction.


12.3.4                 The place of the arbitration shall be
Paris, France.


12.3.5                 Any monetary
award shall be denominated in Euro.


 


20

















 


12.3.6                The
arbitrators shall be bound to follow the terms and conditions of this Agreement
including, but not limited to, all limitations of liability provided herein.


13.                  GENERAL
PROVISIONS


13.1          Assignment.
EBOOKER LOCATIONS 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. In the event EBOOKERS merges with
or is acquired or controlled by any person or entity not presently owning an
interest in or having a controlling interest in the EBOOKERS, then AMADEUS may,
at its sole option, upon 90 days prior written notice, terminate this Agreement
without any obligation or liability to EBOOKERS. Notwithstanding the foregoing,
EBOOKERS may assign this Agreement to its wholly owned subsidiary, its parent,
or a wholly owned subsidiary of its parent except in the event any such entity
is a direct competitor of Amadeus. In the event Amadeus is acquired or
controlled by any person or entity not presently owning an interest in or
having controlling interest in Amadeus, then EBOOKERS, at its sole option, may
immediately terminate this Agreement without any obligation or liability to
Amadeus, except for payment of any previously accrued Charges and fees.


Amadeus shall have the right to transfer or assign
this Agreement, or any right or obligation hereunder to any of the entities
forming part of the Amadeus Group or assign the performance of any right or
obligation hereunder to any of its Amadeus NMCs subject to the potential
assignee agreeing to be bound to the terms and conditions of this Agreement.


EBOOKERS shall have the right to transfer or assign
this Agreement, or any right or obligation hereunder, to any of the entities
owned or controlled or under common control with EBOOKERS subject to (i) such
assignment not being to a direct competitor of any entity within the Amadeus
Group, or to an entity owned in whole or in party, or controlled by, such a
direct competitor, (ii) the assignee not being an existing customer of, or
under negotiations with, any entity within the Amadeus Group or an Amadeus NMC,
and (iii) the potential assignee agreeing to be bound to the terms and
conditions of this Agreement. Prior to any such possible assignment, EBOOKERS
will first notify Amadeus in order to confirm the conditions of this paragraph
and to obtain consent to disclosure of this Agreement to the potential
assignee.


13.2          Force Majeure.
Neither Party shall be responsible for, nor be deemed to be in default under
this Agreement on account of, any failure to perform or delay in performance
hereunder caused directly or indirectly by any fact beyond such Party’s
reasonable control including, but not limited to, acts of God, war, terrorism,
embargo, strikes or other labour disputes, work stoppages, riots, civil unrest,
fires or acts of government (“Force Majeure”). The Party claiming that Force
Majeure has occurred shall without unnecessary delay notify the other Party in
writing of the cause and effect of the Force Majeure. The Parties shall


 


21

















 


use their best efforts to avoid, overcome and offset
the effects of any cause or potential cause of an event of Force Majeure. The
Party claiming Force Majeure shall notify the other Party immediately of the
cessation of the Force Majeure. Upon cessation of the cause of the Force Majeure,
this Agreement shall again become fully operative.


13.3          Export. The
EBOOKERS Locations may not export the System, Equipment or Software.


13.4          IP/Tradenames/Trademarks.
The owner of all patent, trademark, copyright and any other intellectual
property right will continue to be the owner of such property rights. No right
to such property is granted by one Party to the other or to any EBOOKERS
Location or Amadeus NMC by virtue of this Agreement. Neither the Parties nor
the signatories to the Form will use one another’s tradename or trademarks
without prior written consent of the owner. Amadeus will own all development
provided or funded by Amadeus or its contractors except solely as otherwise
agreed in writing.


13.5          Governing Law.
This Agreement is governed by and construed in accordance with the laws of
Spain, exclusive of conflicts of law principles.


13.6          Change in
Law/Industry. In the event there is a material change (A) affecting
Amadeus in (a) any law or regulation governing or applying to CRS’s or Providers,
or (b) net revenues received by Amadeus from particular Providers after the
Effective Date of this Agreement, any of which have or will have a direct or
indirect material adverse effect upon the benefits of this Agreement to
Amadeus, or (B) affecting EBOOKERS where Amadeus materially diminishes the
functionality of the System from the functionality existing as of the Effective
Date, then the affected Party may notify the other Party of proposed changes to
this Agreement (the “Notice”). The Parties will then meet as appropriate with
the goal of addressing the proposed changes in good faith. If the Parties do
not agree to such changes within sixty (60) days after the date of the Notice,
then the affected Party (and the respective Amadeus NMCs or EBOOKERS Locations,
as applicable,) may terminate this Agreement upon ninety (90) days written
prior notice to the other Party. Except for EBOOKERS Locations obligation to
pay any and all Charges incurred through the date of termination, each Party
will be relieved of any future obligations under this Agreement as of the
effective date of such cancellation. Each Party will bear its own costs and
expenses incurred as a result of said termination.


13.7          Changes in
internet-Related Laws. The Parties to this Agreement recognize that
issues of legal liability and responsibility for Internet-related transactions
are changing rapidly. The Parties intend to retain their relative
responsibilities and rights regardless of changes in underlying statutory or
case law. The Parties agree to negotiate in good faith any amendments to the
Agreement necessary to maintain the relationship between them as may be
required by statutory or case law changes.


 


22

















13.8          Segment and
Transaction Counts


The automated records that Amadeus relies upon for
Segment and Transaction data shall prevail in any dispute about Segment or
Transaction counts. Upon reasonable notice, EBOOKERS may conduct an independent
audit of Amadeus’ records supporting such counts. Such audit may be performed
once per year and must be performed within 1 calendar year of the end of the
applicable period.


13.9          Waiver. No
waiver of any provision or of any breach of this Agreement shall constitute a
waiver of any other provision or of any subsequent breach.


13.10   Independence. In no
event shall either Party, or any party to the Form, act as an agent of the
other. The Parties, and the parties to the Form, are entirely independent from
the other and this Agreement in no manner creates a partnership, joint venture
or similar relationship.


13.11   Entire Agreement /
Modification. This Agreement constitutes the entire agreement between
the Parties (and the parties to the Form) with respect to this subject matter
and supersedes and cancels all prior agreements or understandings, oral or
written, including any different, conflicting or additional terms which appear
on any purchase order or form EBOOKERS submits. This Agreement may not be
modified or amended except in writing, signed by authorized representatives of
each Party.


13.12   Third Party Beneficiary.
This Agreement is for the benefit of the Parties and those entities which have
executed the Form. It does not confer any rights or benefits on any other
party.


13.13   Severability. If any
provision of this Agreement shall be invalid, illegal, or unenforceable in any
respect, it shall be ineffective only to the extent of such invalidity,
illegality or unenforceability and shall not in any way affect or impair the
validity, legality and enforceability of the balance of such provision or any
other provision of this Agreement. The Parties shall endeavor in good faith
negotiations to replace the invalid, illegal or unenforceable provision(s) or
such portion thereof with such valid, legal and enforceable provision(s) the
economic effect or which is as close as possible to that of the invalid,
illegal or unenforceable provision(s).


13.14   Captions. The
captions appearing in this Agreement have been inserted as a matter of
convenience and in no way define, limit or enlarge the scope of any provision
of this Agreement.


13.15   Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.


IN WITNESS THEREOF, the Parties
hereto have executed this Agreement as of the day and year first above written.


Amadeus Global Travel Distribution, EBOOKERS
PLC.


 


23

















 


	
  S.A.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  GILLIAN GIBSON

  	
   

  	
  Name:

  	
  DINESH DHAMIJA

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  DIRECTOR

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  2 April 2004

  	
   

  	
  Date:

  	
  6th April ‘04

  	
   

  
	
   

  	
   

  
	
  /s/ Gillian Gibson

  	
   

  	
   

  	
  /s/ Dinesh Dhamija

  	
   

  
	
  Signature

  	
   

  	
   

  	
  Signature

  
													



 


 


[SEAL]


 


24

















 


Exhibit 1


The undersigned entities represent that they are,
respectively, an EBOOKERS Location and (B) an Amadeus NMC, as those terms are
defined in the Global Agreement between Amadeus Global Travel Distribution,
S.A. and EBOOKERS PLC., effective January 1, 2004.


The undersigned are executing this document pursuant
to Sections 3 of the Global Agreement and agree to be bound by all terms and
conditions in the Global Agreement as of the execution of this document, except
to the extent such terms and conditions are expressly stated to apply solely to
the Parties. The undersigned understand that terms and conditions relating to
other markets or exclusively between the Parties, may be confidential to other
EBOOKERS Locations or Amadeus NMCs, or the Parties, respectively, and therefore
not provided to the undersigned.


 


	
  Agreed and Accepted:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Name of Amadeus NMC]

  	
   

  	
  [Name of EBOOKERS Location]

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date of signing:

  	
   

  	
   

  	
   

  	
  Date
  of signing:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Any notice shall be sent to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For Amadeus NMC:

  	
   

  	
  For
  EBOOKERS Location:

  
	
   

  	
   

  	
   

  
	
  Attn:

  	
   

  	
   

  	
   

  	
  Attn:

  	
   

  	
   

  
																				



 


[SEAL]


 


25

















 


Exhibit 2


Current EBOOKERS
Locations


As of the Effective Date, this Agreement applies to
the following EBOOKERS Locations.


 


	
  COUNTRY

  	
   

  	
  OFFICE ID

  	
   

  	
  Access Type

  	
   

  	
  BRAND

  
	
  Belgium

  	
   

  	
  BRUEB38AA

  	
   

  	
  API

  	
   

  	
  EBOOKERS

  
	
  Netherlands

  	
   

  	
  AMSEB38EB

  	
   

  	
  API

  	
   

  	
  EBOOKERS

  
	
   

  	
   

  	
  AMSN2210C

  	
   

  	
  Physical Location

  	
   

  	
  NOVA/EBOOKERS

  
	
   

  	
   

  	
  AMSN2210D

  	
   

  	
  Physical Location

  	
   

  	
  NOVA/EBOOKERS

  
	
   

  	
   

  	
  AMSN2210E

  	
   

  	
  Physical Location

  	
   

  	
  NOVA/EBOOKERS

  
	
   

  	
   

  	
  AMSN22312

  	
   

  	
  Physical Location

  	
   

  	
  NOVA/EBOOKERS

  
	
   

  	
   

  	
  AMSN22313

  	
   

  	
  Physical Location   

  	
   

  	
  NOVA/EBOOKERS

  
	
   

  	
   

  	
  AMSN22337

  	
   

  	
  Physical Location

  	
   

  	
  NOVA/EBOOKERS

  
	
   

  	
   

  	
  UTCN22100

  	
   

  	
  Physical Location

  	
   

  	
  NOVA/EBOOKERS

  
	
  Germany

  	
   

  	
  BNJEB313A

  	
   

  	
  Physical Location

  	
   

  	
  EBOOKERS

  
	
   

  	
   

  	
  BNJEB38AQ

  	
   

  	
  API

  	
   

  	
  EBOOKERS

  
	
  Ireland

  	
   

  	
  DUBEB38AA

  	
   

  	
  API

  	
   

  	
  EBOOKERS

  
	
   

  	
   

  	
  DUBU12103

  	
   

  	
   

  	
   

  	
  E -BOOKERS

  
	
   

  	
   

  	
  DUBU3100

  	
   

  	
   

  	
   

  	
  E -BOOKERS IRB

  
	
   

  	
   

  	
  DUBU12444

  	
   

  	
   

  	
   

  	
  FLIGHTBOOKERS - DUBLIN
  1

  
	
   

  	
   

  	
  DUBEB3100

  	
   

  	
   

  	
   

  	
  EBOOKERS IRB

  
	
   

  	
   

  	
  DUBEB3101

  	
   

  	
   

  	
   

  	
  EBOOKERS

  
	
   

  	
   

  	
  DUBU12103

  	
   

  	
   

  	
   

  	
  E -BOOKERS

  
	
  Switzerland

  	
   

  	
  GVAEB3101

  	
   

  	
  Physical Location

  	
   

  	
  EBOOKERS

  
	
   

  	
   

  	
  GVAEB38AA

  	
   

  	
  API

  	
   

  	
  EBOOKERS

  
	
  Finland

  	
   

  	
  HELEB3195

  	
   

  	
  Physical Location

  	
   

  	
  EBOOKERS/LOYD TRAVEL

  
	
   

  	
   

  	
  HELEB3129

  	
   

  	
   

  	
   

  	
  EBOOKERS

  
	
   

  	
   

  	
  HELEB38AA

  	
   

  	
  API

  	
   

  	
  EBOOKERS

  
	
  Austria

  	
   

  	
  LNZEB38AA

  	
   

  	
  API

  	
   

  	
  EBOOKERS

  
	
  UK

  	
   

  	
  LONEB3101

  	
   

  	
  API

  	
   

  	
  EBOOKERS

  
	
   

  	
   

  	
  LONEB3104

  	
   

  	
  API

  	
   

  	
  BRIDGE THE WORLD

  
	
   

  	
   

  	
  LONEB3105

  	
   

  	
  API

  	
   

  	
  TRAVELBAG

  
	
   

  	
   

  	
  LGWU12100

  	
   

  	
  FLIGHTBOOKERS - GATWICK

  	
   

  	
  Flightbookers

  
	
   

  	
   

  	
  LONEB310A

  	
   

  	
  INTERLINE BOOKERS

  	
   

  	
  Interline Bookers

  
	
   

  	
   

  	
  LONU1214K

  	
   

  	
  EBOOKERS C/O
  FLIGHTBOOKERS

  	
   

  	
  Ebookers

  
	
   

  	
   

  	
  LONU1215P

  	
   

  	
  FLIGHTBOOKERS E-BOOKERS

  	
   

  	
  Ebookers

  
	
   

  	
   

  	
  LONU1218L

  	
   

  	
  INTERLINEBOOKERS

  	
   

  	
  Interlinebookers

  
	
   

  	
   

  	
  LONU12443

  	
   

  	
  FLIGHTBOOKERS - LONDON

  	
   

  	
  Flightbookers

  
	
  Spain

  	
   

  	
  MADEB326C

  	
   

  	
  Physical Location

  	
   

  	
  Viajes Ebookers

  
	
   

  	
   

  	
  MADI1323C

  	
   

  	
  Physical Location

  	
   

  	
  Dimensiones

  



 


26

















 


	
   

  	
   

  	
  MADEB38AA

  	
   

  	
  API

  	
   

  	
  Ebookers

  
	
  Norway

  	
   

  	
  OSLEB3182

  	
   

  	
  Physical Location

  	
   

  	
   

  
	
   

  	
   

  	
  OSLEB3188

  	
   

  	
  Physical Location

  	
   

  	
  EBOOKERS_

  
	
   

  	
   

  	
  OSLEB3193

  	
   

  	
  Physical Location

  	
   

  	
  EBOOKERS

  
	
   

  	
   

  	
  OSLEB38AA

  	
   

  	
  API

  	
   

  	
   

  
	
  France

  	
   

  	
  PAREB31EB

  	
   

  	
  Physical Location

  	
   

  	
  Ebookers

  
	
   

  	
   

  	
  PAREB32EB

  	
   

  	
  API

  	
   

  	
  Ebookers

  
	
   

  	
   

  	
  PAREB37EB

  	
   

  	
  API

  	
   

  	
  Ebookers

  
	
   

  	
   

  	
  PAREB38AA

  	
   

  	
  API

  	
   

  	
  Ebookers

  
	
  Sweden

  	
   

  	
  STOS12162

  	
   

  	
  Physical Location

  	
   

  	
  STT Airways

  
	
   

  	
   

  	
  STOS12319

  	
   

  	
  Physical Location

  	
   

  	
  STT Airways

  
	
   

  	
   

  	
  STOS12498

  	
   

  	
  Physical Location

  	
   

  	
  Mr Jet

  
	
   

  	
   

  	
  STOS12368

  	
   

  	
  Physical Location

  	
   

  	
  Biljetakuten

  



 


27

















 


Exhibit
3 

Incentives


I. Segment Incentives


A. Travelbag


1. Contribution to GDS contract termination penalty


Amadeus will pay EBOOKERS up to (***) (“Contribution”)
for the migration of 100% of the current air, car and hotel net segment booking
business of Travelbag (www.travelbag.com) to the System, with said migration
commencing no later than 1st May 2004 and being complete by 30th June
2004 (“Migration Target”). EBOOKERS has informed Amadeus that it may be
responsible for an early termination sum owed to Travelbag’s current GDS
(“Termination Payment”). The actual Contribution payable to EBOOKERS will be
capped at (***) and will depend on the Termination Payment (if any) to
Travelbag’s current GDS. EBOOKERS will provide Amadeus with (i) the
documentation necessary to demonstrate payment of the Termination Payment, and
(ii) the appropriate invoice. Amadeus will pay the Contribution within thirty
(30) days of the invoice.


If (i) EBOOKERS terminates the Agreement prior to the
end of the third year after complete migration of the Travelbag business or
(ii) fails to migrate all of the Travelbag business, then EBOOKERS will repay
the Contribution to Amadeus plus interest at the rate of two (2) percentage
points above the 3 month EUROLIBOR from the date the Contribution was paid.


If EBOOKERS (i) terminates the Agreement prior to the
end of the Term after complete migration of the Travelbag business, or the
Agreement expires and (ii) has not achieved (***) million Net Segments
(“Agreement Target”) as of the date of such termination, or expiration, then
EBOOKERS will repay to Amadeus a portion of the Contribution. The repayment
will be equal to the Contribution multiplied by the percentage of the Agreement
Target not achieved, plus interest at the rate of two (2) percentage points
above the 3 month EUROLIBOR from the date the Contribution was paid.


If EBOOKERS and the travel industry as a whole is
affected by a major event (e.g., September 11th) that suddenly and
dramatically affects EBOOKERS ability to reach the Net Segment Targets, then
Amadeus will temporarily waive the annual targets and EBOOKERS will agree to
extend the Agreement term accordingly.


2. Incremental Online Net Segment Bonus


On a calander year basis so long as incremental growth of bookings
through EBOOKERS online, Flightbookers and Travelbag offices is at least 5%
over


 


28

















 


(***) Net Segments (the “Base Year Total Segments”),
Amadeus will pay to EBOOKERS the amounts indicated in the table immediately
below for the Travelbag incremental online Net Segments (“Travelbag
Incremental Online Segments”) above (***) online Net Segments (“Base Year
Online Segments”) booked on Travelbag’s Web Site (“Incremental Online Net
Segment Bonus.”)


The Incremental Online Net Segment Bonus will be paid
at the commencement of each Year of this Agreement. Amadeus will pay (***) upon
signature of the Agreement as an estimate of the Incremental Online Net Segment
Bonus that will be earned in Year 1. A reconcilliation will be made at the end
of each Year to determine the actual bonus amounts achieved. Appropriate
invoices will be sent to the proper Party to the extent there is a credit or
debit due. The amount of the Online Net Segment Bonus each Year will be:


 


	
  Increase in Incremental

  Segments over Base Year

  Total Segments

  	
   

  	
  Incremental Bonus

  
	
  Under 5%

  	
   

  	
  (***)

  
	
  5% or over

  	
   

  	
  (***)

  
	
  10% or over

  	
   

  	
  (***)

  
	
  15% or over

  	
   

  	
  (***)

  



 


Example (based on hypothetical 1.0 million Base Year
Total Segments):


If total Ebookers (Online, Flightbookers and Travelbag) Net Segments
increases over the Base Year Total Segments by 10% from (***) (of which (***) Net
Segments are Travelbag online) to (***) (of which (***) are Travelbag online)
then Ebookers will recieve:


(***)


B. Segment Incentives Generally


1.                          Reporting (monthly): Amadeus will send to
EBOOKERS no later than the 25th of each month a report detailing the
Net Segments produced by eligible office IDs and the incentives payable to
EBOOKERS. The report will also contain any charges (as detailed in Exhibit 4)
owed by EBOOKERS to Amadeus and any other information pertaining to money flows
between the Parties.


2.                          Invoicing (quarterly): EBOOKERS shall
invoice Amadeus the amount detailed in the report, once per quarter and Amadeus
shall settle the invoice at the next possible payment date.


For the avoidance of doubt Amadeus makes payments
twice monthly on approximately the 5th and the 20th of
the month. Invoices must be


 


29

















 


received by Amadeus 15 working days before payment
date (15th and 30th respectively). Amadeus will pay
invoices within 30 days of receipt.


3.                          Calculation: Amadeus will pay EBOOKERS an
incentive for Net Segments booked by EBOOKERS Offices. The Segment Incentive
will be payable from Net Segment number one each Year. The amount of the
Segment Incentive is as follows:


 


Segment Incentive per Net Segment (ticketed) per Year


 


	
  From

  	
   

  	
  To

  	
   

  	
  EURO

  	
   

  	
  GBP

  	
   

  
	
  0

  	
   

  	
  800,000

  	
   

  	
  (***) 

  	
   

  	
  (***) 

  	
   

  
	
  0

  	
   

  	
  1,500,000

  	
   

  	
  (***) 

  	
   

  	
  (***) 

  	
   

  
	
  0

  	
   

  	
  2,000,000

  	
   

  	
  (***) 

  	
   

  	
  (***) 

  	
   

  
	
  0

  	
   

  	
  2,400,000

  	
   

  	
  (***) 

  	
   

  	
  (***) 

  	
   

  
	
  0

  	
   

  	
  2,800,000

  	
   

  	
  (***) 

  	
   

  	
  (***) 

  	
   

  
	
  0

  	
   

  	
  3,100,000

  	
   

  	
  (***) 

  	
   

  	
  (***) 

  	
   

  
	
  0

  	
   

  	
  3,400,000

  	
   

  	
  (***) 

  	
   

  	
  (***) 

  	
   

  
	
  0

  	
   

  	
  3,800,000

  	
   

  	
  (***) 

  	
   

  	
  (***) 

  	
   

  
	
  over

  	
   

  	
  3,800,000

  	
   

  	
  (***) 

  	
   

  	
  (***) 

  	
   

  



 


During the term of the Agreement, the Segment
Incentive will be paid at the above fixed GBP rate for those Net Segments made
in the UK and at the EURO rate for all other Net Segments.


The Segment Incentive will be paid quarterly.


AMADEUS will pay the Segment Incentive from January 1st
2004. The incentive payable in each quarter will be calculated by annualising
the Net Segments produced in the Year to date and applying the corresponding
incentive level from the table above.


Example:


In Q1 of Year 1 EBOOKERS produces 650,000 Net Segments
(annualised = 2.6 million) then EBOOKERS will receive an incentive of (***) per
Net Segment in the quarter. In Q2 of Year 1 EBOOKERS produces 500,000 Net
Segments making a Year to Date production of 1.15 million (annualised = 2.3
million), then EBOOKERS will receive (***) per Net Segment for the bookings in
Quarter 2. At the end of the year a reconciliation will be calculated and any
correction applied so that in the full year the amount per Net Segment paid
will be that set out in the table above.


C. Qualifications to Segment
Incentive


1.                          New Inventory. For Service Provider
inventory that is not in the Amadeus System as of the Effective Date (e.g.,
web-fares, Ryan Air) no Segment


 


30

















 


Incentive will apply until the Parties negotiate in
good faith the propriety of a Segment Incentive for Net Segment bookings on
such Service Providers.


2.                          BA Low Fare Content. For M, N, V and R
class bookings on British Airways where point of sale is the UK and destination
is domestic UK or intra-Eurpean, EBOOKERS agrees to pay (***) per Net Segment
to Amadeus. This payment will be eliminated in the event British Airways
terminates its charge for access.


D.                       Incentives
on cruise bookings


Amadeus will pay the following incentives on cruise
bookings. A “cruise booking” is a booking of a cabin regardless of the number
of passengers in that cabin. The following amounts are paid from cruise booking
number one in the applicable Year.


 


	
  Annual Bookings

  	
   

  	
  Incentive

  	
   

  
	
  From

  	
   

  	
  To

  	
   

  	
  Amount (EUR)

  	
   

  
	
  0

  	
   

  	
  5,000

  	
   

  	
  (***) 

  	
   

  
	
  0

  	
   

  	
  15,000

  	
   

  	
  (***) 

  	
   

  
	
  0

  	
   

  	
  20,000

  	
   

  	
  (***) 

  	
   

  
	
  0

  	
   

  	
  30,000

  	
   

  	
  (***) 

  	
   

  
	
  Over

  	
   

  	
  50,000

  	
   

  	
  (***) 

  	
   

  



II.                        Volume
Bonus


Upon reaching the following cumulative Net Segment Targets, Amadeus
will pay EBOOKERS the corresponding bonus (“Volume Bonus”).


 


	
  Accumulated Net

  Segment Target 

  from 1st January

  2004

  	
   

  	
  Incremental Bonus

  Amount

  	
   

  	
  Total accumulated

  Bonus

  	
   

  
	
  0.5 mio

  	
   

  	
   

  	
  (***) 

  	
   

  	
   

  	
  (***) 

  	
   

  
	
  3.5 mio

  	
   

  	
   

  	
  (***) 

  	
   

  	
   

  	
  (***) 

  	
   

  
	
  7.0 mio

  	
   

  	
   

  	
  (***) 

  	
   

  	
   

  	
  (***) 

  	
   

  
	
  10.5 mio

  	
   

  	
   

  	
  (***) 

  	
   

  	
   

  	
  (***) 

  	
   

  



For the avoidance of doubt the Accumulated Net Segment count will be
for all EBOOKERS Locations online and offline Net Segments.


Example:


 


EBOOKERS achieves (***) Net
Segments. Amadeus pays (***). EBOOKERS then produces another (***) Net
Segments, for an accumulated Net


 


31

















 


Segment production of (***) Net Segments. At this point Amadeus would
pay EBOOKERS an incremental (***).


III.                    Product
Fund


 


Amadeus will provide a (***) Euro soft fund (“Product Fund”) for the
Years and in the increments per Year set forth below


	
  Year

  	
   

  	
  Product Fund

  (Euro)

  	
   

  
	
  Year 1

  	
   

  	
  (***) 

  	
   

  
	
  Year 2

  	
   

  	
  (***) 

  	
   

  
	
  Year 3

  	
   

  	
  (***) 

  	
   

  



 


The Product Fund is made available subject to the condition that
EBOOKERS achieve the Net Segment Targets identified below per Year for the
first three years of the Agreement: 


	
  Year

  	
   

  	
  Net Segment Target

  	
   

  
	
  2004

  	
   

  	
  (***) 

  	
   

  
	
  2005

  	
   

  	
  (***) 

  	
   

  
	
  2006

  	
   

  	
  (***) 

  	
   

  



 


If the above targets are not met for any Year, then the amount of the
Product Fund available for such Year will be a pro-rata amount based upon the
percentage of the Net Segment Target achieved for such Year.


To qualify for payment from the Product Fund, all requests for
application must be made by EBOOKERS central office in London to the Amadeus
global account manager. Amadeus will not approve application of the Product
Fund to any charges unless this process is followed.


The Product Fund may be utilized for:


a)                         Charges
for products and services provided to EBOOKERS by local Amadeus NMCs.


b)                        Charges
for Amadeus development of Amadeus products requested by EBOOKERS.


c)                         Charges
for products and services provided by Amadeus Locations.


Charges that are not set off by the Product Fund amounts will be paid
accordingly.


Charges that may be offset with the Product Fund do not include (i)
products and services provided by third party’s to AMADEUS or the AMADEUS NMC
where AMADEUS or the AMADEUS NMC is obligated to pay charges to said third
party for such products and/or services, or (ii) applicable taxes or similar
payments (e.g., VAT).


At no time will the Product
Fund be paid in cash. Starting Year 2, earned Product Fund may be carried over
to subsequent Years if not utilized in the Year provided. If the Agreement is
terminated prior to the end of a Year, the Product Fund available that Year
will be a pro-rata


 


32

















 


amount of the above increment based on the percentage of the Year that
the Agreement was in effect.


A.               Liabilities
incurred in 2003.


Through December 31, 2003, EBOOKERS shall not be held liable for
product costs accrued after the development fund, provided under the 2000
agreement, was exhausted. Charges accruing from 1st January 2004
will be set against the new Product Fund indicated above.


 


33

















 


EXHIBIT 4


Central Products


I.                            Transaction
Charges


 


Amadeus divides Transactions into 2 types:


1.    Central
System Transactions (Availability, Fares etc...)


2.    Low Fare
Search Transactions (Master Pricer, Value Pricer)


In order to help avoid excessive hits to the System, there are charges
for Transactions above a given threshold of Transactions per Net Segment.


The following thresholds and charges will apply for each type of
Transaction.


	
   

  	
   

  	
  Central

  System

  Transactions

  	
   

  	
  Value Pricer

  	
   

  	
  Master

  Pricer

  
	
  Threshold (Transactions per Net Segment)

  	
   

  	
  (***) 

  	
   

  	
  (***)

  (***)

  (***)

  	
   

  	
  (***) 

  
	
  Charge per Transaction over Threshold

  	
   

  	
  (***) 

  	
   

  	
  (***) 

  	
   

  	
  (***) 

  



 






*Phase 1 = Effective Date plus 6 months


Phase 2 = 6 months after Effective Date to end of Year
1


Phase 3 = Remainder of Agreement


 


II.                        Communications
Network


Amadeus will provide to EBOOKERS, in so far as technically possible a
single interconnection for all EBOOKERS Offices offices via EBOOKERS own Wide
Area Network. EBOOKERS agrees that these charges shall be debited from the
available Product Fund


The charges for the interconnection are as follows:


 


	
  Service

  	
   

  	
  Price

  
	
  256 K LON - ERD

  	
   

  	
  (***)

  
	
  Interconnection
  BT MPLS with ERD

  	
   

  	
  (***)

  
	
  Installation and
  Support

  	
   

  	
  (***)

  



The above charges will be chargeable to the Product Fund.


 


34

















 


EXHIBIT 5


Local Products and
Services


Non exhaustive list of main products by country


 


	
  Benelux
  – once only charges

  



 


	
  Service or Product

  	
   

  	
  Definition

  	
   

  	
  Price in €

  
	
  Agent Interface/Office Installation

  	
   

  	
  Installation

  	
   

  	
  (***) 

  	
   

  	
   

  
	
   

  	
   

  	
  De-Installation

  	
   

  	
  (***) 

  	
   

  	
   

  
	
  Network

  	
   

  	
  Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  De-Installation

  	
   

  	
  (***) 

  
	
  Network/Communication
  TCP/IP

  	
   

  	
  De-installation

  	
   

  	
  (***) 

  
	
  Ticketing Hardware

  	
   

  	
  Installation

  	
   

  	
  (***) 

  	
   

  	
   

  
	
   

  	
   

  	
  De-installation

  	
   

  	
  (***) 

  	
   

  	
   

  
	
  Workstation/Gateway

  	
   

  	
  Installation

  	
   

  	
  (***) 

  	
   

  	
   

  
	
  Workstation/Gateway

  	
   

  	
  De-Installation

  	
   

  	
  (***) 

  	
   

  	
   

  
	
  Document printer

  	
   

  	
  Installation

  	
   

  	
  (***) 

  	
   

  	
   

  
	
   

  	
   

  	
  De-installation

  	
   

  	
  (***) 

  	
   

  	
   

  
	
  Special Services

  	
   

  	
  Charge per man-hour

  	
   

  	
  (***) 

  	
   

  	
   

  
								



 


	
  Benelux
  -
  once only charges

  



 


	
  Service or Product

  	
   

  	
  Definition

  	
   

  	
  Price per month in €

  
	
  Agent Interface

  	
   

  	
  Vista

  	
   

  	
  (***) 

  	
   

  	
   

  
	
   

  	
   

  	
  Pro-Vista

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Pro-Web

  	
   

  	
  (***) 

  	
   

  	
   

  
	
   

  	
   

  	
  Pro-Tempo

  	
   

  	
  (***) 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comunications/Network

  	
   

  	
  16 KBPS IP

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  32 KBPS IP

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  64 KBPS IP

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  128 KBPS IP

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  256 KBPS IP

  	
   

  	
  (***) 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ticketing Hardware

  	
   

  	
  ATB 517

  	
   

  	
  (***) 

  	
   

  	
   

  
	
   

  	
   

  	
  ATB 557

  	
   

  	
  (***) 

  	
   

  	
   

  
	
   

  	
   

  	
  100 coupon bin

  	
   

  	
   

  
	
   

  	
   

  	
  300 coupon bin

  	
   

  	
   

  
	
   

  	
   

  	
  500 Coupon bin

  	
   

  	
   

  
	
   

  	
   

  	
  1000 Coupon bin

  	
   

  	
  (***) 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other

  	
   

  	
  Document Printer HP
  4300 TN

  	
   

  	
  (***) 

  	
   

  	
   

  
	
   

  	
   

  	
  Document Printer HP
  200D

  	
   

  	
  (***) 

  	
   

  	
   

  
	
   

  	
   

  	
  Gateway/Server (IP)

  	
   

  	
  (***) 

  	
   

  	
   

  
	
   

  	
   

  	
  Workstation

  	
   

  	
  (***) 

  	
   

  	
   

  
	
   

  	
   

  	
  15 “CRT

  	
   

  	
  (***) 

  	
   

  	
   

  
	
   

  	
   

  	
  15” TFT

  	
   

  	
  (***) 

  	
   

  	
   

  
									



 


35

















 


	
   

  	
   

  	
  Modem/Router 

  	
   

  	
  (***) 

  	
   

  	
   

  



 


Finland
-
Once only


 


	
  Service or Product

  	
   

  	
  Definition

  	
   

  	
  Price in €

  
	
  Agent Interface

  	
   

  	
  Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  De-Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Network

  	
   

  	
  Installation
  (256K – 512K)

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  De-Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ticketing
  Hardware

  	
   

  	
  Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  De-installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Special Services

  	
   

  	
  Charge per
  man-hour

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Charge per
  man-day

  	
   

  	
  (***) 

  



 


Finland - Monthly charge


 


	
  Service or Product

  	
   

  	
  Definition

  	
   

  	
  Price per month

  in €

  
	
  Agent Interface
  (per PC)

  	
   

  	
  Vista

  	
   

  	
   

  
	
   

  	
   

  	
  Pro-Vista

  	
   

  	
   

  
	
   

  	
   

  	
  Pro-Web

  	
   

  	
   

  
	
   

  	
   

  	
  Pro-Tempo

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Amadeus Access

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comunications/Network

  	
   

  	
  16 KBPS IP

  	
   

  	
   

  
	
   

  	
   

  	
  32 KBPS IP

  	
   

  	
   

  
	
   

  	
   

  	
  64 KBPS IP

  	
   

  	
   

  
	
   

  	
   

  	
  128 KBPS IP

  	
   

  	
   

  
	
   

  	
   

  	
  256 KBPS IP

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ticketing
  Hardware

  	
   

  	
  ATB 517

  	
   

  	
   

  
	
   

  	
   

  	
  ATB 557

  	
   

  	
   

  
	
   

  	
   

  	
  ATB Genicom 2000 (until
  Jun. 2004)

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  ATB Genicom 2000 (from
  Jun. 2004)

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other

  	
   

  	
  Document Printer

  	
   

  	
   

  
	
  SMS text
  messaging

  	
   

  	
  Amanda SMS (monthly)

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Amanda SMS (per
  message)

  	
   

  	
  (***) 

  



 


36

















 


	
   

  	
  Germany
  – Monthly charges

  	
   

  



 


	
  Service or Product

  	
   

  	
  Definition

  	
   

  	
  Price in €

  
	
  Agent
  Interface

  	
   

  	
  Amadeus Vista
  Leisure Pack

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Amadeus Vista
  Professional Pack

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Amadeus Vista
  Classic Pack

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Amadeus Vista
  Start Pack

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Additional
  Products

  	
   

  	
  Amadeus Destino

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Amadeus Cash

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Amadeus +QC

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Speed Mode &
  Smart Keys

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Package +QC,
  Speed Mode, Smart Keys

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comunications/Network(1)

  	
   

  	
   

  	
   

  	
  (***) 

  
	
  Hardware

  	
   

  	
   

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Services

  	
   

  	
   

  	
   

  	
   

  
	
  Training
  (standard)

  	
   

  	
  E-guide

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Web-Based
  Training

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Computer-Based
  Training

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Live-Training in
  Bad Homburg

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Book on demand

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Training
  (customized)

  	
   

  	
  at customers
  premises

  at AMADEUS in Bad Homburg

  	
   

  	
  (***) 

  
	
  Helpdesk

  	
   

  	
  Standard
  Serviceline 01803-003500

  	
   

  	
  (***) 

  
	
  Helpdesk

  	
   

  	
  Paylines
  Professional Line 0900 –

  	
   

  	
  (***) 

  
	
  Helpdesk(2)

  	
   

  	
  Servicefee
  Professional Line 01803

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Special
  Products

  	
   

  	
  Sales steering
  function (within Destino)

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Transaction Fee
  Administrator

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Policy Arranger

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Profile Exporter

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Amadeus Access
  Solution

  	
   

  	
  (***) 

  
	
  Data
  deliveries

  	
   

  	
   

  	
   

  	
   

  
	
  IP
  real time data delivery 

  (ex PC online interface)

  	
   

  	
  AIR, max. 5 MB

  TIR, max. 5 MB

  	
   

  	
  (***) 

  (***) 

  



 










(1)                    Offers
on request from Amadeus Germany


(2)                    Customized
offers on request


 


37

















 


	
   

  	
   

  	
  SIR, max. 5 MB 

  AIR + TIR 

  Complete package 

  > 5 MB / per MB

  	
   

  	
  (***) 

  (***) 

  (***) 

  (***) 

  
	
  IP
  server data download (offline, ex FTS)

  	
   

  	
  max. 10 MB 

  > 10 MB / per MB

  	
   

  	
  (***) 

  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  E-Travel
  Products

  	
   

  	
  Internet Booking
  Engines 

  Aergo 

  SAP TM

  	
   

  	
  (***) 

  
	
  Vista
  Printer Terminal

  	
   

  	
  STP / STDO

  	
   

  	
  (***) 

  
	
  Volume
  based transactions

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Value Pricer

  	
   

  	
  (***) .

  
	
   

  	
   

  	
  Transaction Fee Manager

  >3500 line
  items 

  751 – 3499 line items 

  51 – 750 line items 

  0 – 50 line items

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  PCS Office(3)

  Fax, 1rst
  page, day, Logo 4cm

  Fax, night, Logo 4cm

  Fax, following page, Logo 4cm

  Email 

  SMS schedule change info 

  SMS status confirmation

  	
   

  	
  (***) 

  (***) 

  (***) 

  (***) 

  (***) 

  (***) 

  
	
   

  	
   

  	
  Amadeus Cash

  Offline debit
  advice procedure – ELV

  online debit advice procedure – OLV 

  Payment Warrantee

  	
   

  	
  (***) 

  (***) 

  (***) 

  
	
   

  	
   

  	
  INFO Database

  >5000 pages

  1001 – 4999 pages

  201 – 1000 pages

  0 – 200 line pages

  	
   

  	
  (***) 

  (***) 

  (***) 

  (***) 

  
	
  Special
  Terminals

  	
   

  	
   

  	
   

  	
   

  
	
  Schools

  	
   

  	
  Public schools

  Private schools

  	
   

  	
  (***) 

  (***) 

  
	
  Trade fair
  terminals

  	
   

  	
  One time fee for
  2 months max.

  Starter Pack 

  Leisure Pack

  	
   

  	
  (***) 

  (***) 

  
	
  Back office
  terminals

  	
   

  	
  Starter Pack

  	
   

  	
  (***) 

  
	
  Event ticket
  terminal

  	
   

  	
  Leisure Pack
  with KART

  	
   

  	
  (***) 

  



 










(3)                                  Other
formats on request KD/KDP


 


38

















 


	
  Provider
  terminals

  	
  Starter Pack

  	
  (***) 

  



 


	
   

  	
   

  	
  Germany – Once only

  	
   

  	
   

  
	
  Service
  Fees

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  System
  consulting per hour

  Re-activation after cut-off

  Agency splitting

  Agency merge or acquisition

  Hot request

  Agency number change

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Invoice reprint

  Retroactive order change 

  Office move

  Move of individual hardware

  components

  Amadeus office ID change

  PCS Office: customizing / changes per

  template

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Reminder

  	
   

  	
  (***) 

  
	
  Data
  porting

  	
   

  	
  PNR &
  Customer Profile Transfer

  PNR Transfer

  Customer Profile Transfer

  Customer Profile Copy

  Customer Profile Deletion

  PNR & Customer Profile Migration

  PNR Migration

  Customer Profile Migration

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  BEVE- and DBR
  log data

  TOMA access with/without SFS data

  TV data in targeted agency

  KD/KDP data transfer in targeted

  agency 

  KD/KDP deletion of agency of origin

  KD/KDP online data copy (ASCII file) 

  KD/KDP data re-entry

  Data set description

  Consultancy IP online data delivery

  	
   

  	
  (***) 

  
	
  Comunications/Network(4)

  	
   

  	
   

  	
   

  	
  (***) 

  
	
  Hardware

  	
   

  	
   

  	
   

  	
  (***) 

  



 










(4)          offer from Amadeus
Germany on request


 


39

















 


Norway
– Once only charge


 


	
  Service or Product

  	
   

  	
  Definition

  	
   

  	
  Price

  
	
  Agent Interface

  	
   

  	
  Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  De-Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Network

  	
   

  	
  Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Change

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  De-Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ticketing
  Hardware

  	
   

  	
  Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  De-installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Special Services

  	
   

  	
  Consultant per man-hour

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Project Manager per
  man-hour

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Specialist per man-hour

  	
   

  	
  (***) 

  



 


Norway
– Monthly charges


 


	
  Service or Product

  	
   

  	
  Definition

  	
   

  	
  Price

  
	
  Agent Interface

  	
   

  	
  Vista

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Pro-Vista

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Pro-Web

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Pro-Tempo

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comunications/Network

  	
   

  	
  16 KBPS IP

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  32 KBPS IP

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  64 KBPS IP

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  128 KBPS IP

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  256 KBPS IP

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ticketing
  Hardware

  	
   

  	
  ATB 517

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  ATB 557

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  ATB 2000

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  100 coupon bin

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  300 coupon bin

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  500 Coupon bin

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  1000 Coupon bin

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other

  	
   

  	
  Document Printer

  	
   

  	
  (***) 

  



 


40

















 


	
   

  	
   

  	
  Sweden
  – Once only

  	
   

  	
   

  



 


	
  Service or Product

  	
   

  	
  Definition

  	
   

  	
  Price (Kroner)

  
	
  Agent Interface

  	
   

  	
  Installation

  	
   

  	
   

  
	
   

  	
   

  	
  De-Installation

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Network

  	
   

  	
  Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  De-Installation

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ticketing
  Hardware

  	
   

  	
  Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  De-installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Special Services

  	
   

  	
  Charge per man-hour

  	
   

  	
  (***) 

  



 


	
   

  	
   

  	
  Sweden
  – Monthly charge

  	
   

  	
   

  



 


	
  Service or Product

  	
   

  	
  Definition

  	
   

  	
  Price (Kroner)

  
	
  Agent Interface

  	
   

  	
  Vista

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Pro- Vista

  	
   

  	
   

  
	
   

  	
   

  	
  Pro-Web

  	
   

  	
   

  
	
   

  	
   

  	
  Pro-Tempo

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comunications/Network

  	
   

  	
  16 KBPS IP

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  32 KBPS IP

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  64 KBPS IP

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  128 KBPS IP

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ticketing
  Hardware

  	
   

  	
  ATB 517 

  -Not used on our market. Today Texas 2000 and in 6mnth Unimark.

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  ATB 557

  	
   

  	
   

  
	
   

  	
   

  	
  100 coupon bin

  	
   

  	
   

  
	
   

  	
   

  	
  300 coupon bin

  	
   

  	
   

  
	
   

  	
   

  	
  500 Coupon bin

  	
   

  	
   

  
	
   

  	
   

  	
  1000 Coupon bin

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other

  	
   

  	
  Document Printer

  	
   

  	
  (***) 

  



 


41

















 


	
   

  	
   

  	
  Spain
  – Once Only Charges

  	
   

  	
   

  



 


	
  Service or Product

  	
   

  	
  Definition

  	
   

  	
  Price in €

  
	
  Agency Interface

  	
   

  	
  Vista installation (Per
  PC)

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Pro Tempo
  installation/Update

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Base
  Configuration

  	
   

  	
  PC, ADSL, ISDN backup

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Above with 64 K Frame
  Relay

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Above with 128 K Frame
  Relay

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Above with Frame Relay

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Additional PC (Savia or
  Agency owned)

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Deinstall PC, ATB or
  Printer

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Reinstall Software

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ticketing
  Hardware

  	
   

  	
  ATB 517/557

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  De-installation

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Special Services

  	
   

  	
  Charge per call-out (to
  be added to all the above)

  	
   

  	
  (***) 

  



 


	
   

  	
   

  	
  Spain
  – Monthly charges

  	
   

  	
   

  



 


	
  Service or Product

  	
   

  	
  Definition

  	
   

  	
  Price per month in €

  
	
  Agent Interface
  (per office ID)

  	
   

  	
  Vista (1 PC)

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Vista (up to 3 PCs)

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Vista (up to 6 PCs)

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Vista (over 7 PCs)

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Pro Tempo

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Base
  Configuration

  	
   

  	
  Savia PC, ADSL

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  With upgrade to 64K
  Frame Relay

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  With upgrade to 128K
  Frame Relay

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  With Upgrade to 256K
  Frame Relay

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Additional Savia PC

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Additional Agency PC

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Additional ATB 517 (1st
  Printer)

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Additional ATB 517
  (additional Printer)

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Additional ATB 557 (1st
  Printer)

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Additional ATB 557
  (additional Printer)

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  ISDN back-up

  	
   

  	
  (***) 

  



 


42

















 


	
  Switzerland
  – Once only

  



 


	
  Service or Product

  	
   

  	
  Definition

  	
   

  	
  Price in €

  
	
  Agent Interface

  	
   

  	
  Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  De-Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Network

  	
   

  	
  Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  De-Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ticketing
  Hardware

  	
   

  	
  Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  De-installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Special Services

  	
   

  	
  Charge per
  man-hour

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Office move

  	
   

  	
  (***) 

  



 


	
  Switzerland
  – Monthly Charges

  



 


	
  Service or Product

  	
   

  	
  Definition

  	
   

  	
  Price

  
	
  Agent Interface

  	
   

  	
  Vista

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Pro-Vista

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Pro-Web

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Pro-Tempo

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comunications/Network

  	
   

  	
  16 KBPS IP

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  32 KBPS IP

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  64 KBPS IP

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  128 KBPS IP

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ticketing
  Hardware

  	
   

  	
  ATB 517

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  ATB 557

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  100 coupon bin

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  300 coupon bin

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  500 Coupon bin

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  1000 Coupon bin

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other

  	
   

  	
  Document Printer

  	
   

  	
  (***) 

  



 


43

















 


	
  France
  – Once only

  



 


	
  Service or Product

  	
   

  	
  Definition

  	
   

  	
  Price in €

  
	
  Agent Interface

  	
   

  	
  Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  De-Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Network

  	
   

  	
  Installation
  (64K Frame Relay)

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  De-Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ticketing
  Hardware

  	
   

  	
  Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  De-installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  300 coupon bin
  installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  300 coupon bin
  per unit

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Special Services

  	
   

  	
  Charge per visit

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Office move

  	
   

  	
  (***) 

  



 


	
  France
  – Monthly Charges

  



 


	
  Service or Product

  	
   

  	
  Definition

  	
   

  	
  Price

  
	
  Agent Interface

  	
   

  	
  Vista per CRT
  (including ticketing)

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Pro-Vista

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Pro-Web

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Pro-Tempo

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comunications/Network

  	
   

  	
  16 KBPS IP

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  32 KBPS IP

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  64 KBPS IP

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  128 KBPS IP

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ticketing
  Hardware

  	
   

  	
  ATB 517

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  ATB 557

  	
   

  	
   

  
	
   

  	
   

  	
  100 coupon bin

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  300 coupon bin

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  500 Coupon bin

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  1000 Coupon bin

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other

  	
   

  	
  Document Printer

  	
   

  	
  (***) 

  



 


	
  UK
  – Once only

  



 


	
  Service or Product

  	
   

  	
  Definition

  	
   

  	
  Price in €

  
	
  Agent Interface

  	
   

  	
  Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  De-Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Network

  	
   

  	
  Installation
  (normal hours)

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  De-Installation
  (normal hours)

  	
   

  	
  (***) 

  



 


44

















 


	
  Ticketing
  Hardware

  	
   

  	
  Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  De-installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  1000 stacker

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Special Services

  	
   

  	
  Charge per
  man-day

  	
   

  	
  (***) 

  



 


	
  UK
  – Monthly Charges

  



 


	
  Service or Product

  	
   

  	
  Definition

  	
   

  	
  Price in €

  
	
  Agent Interface

  	
   

  	
  Vista

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Pro-Vista

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Pro-Web

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Pro-Tempo

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comunications/Network

  	
   

  	
  64 KBPS IP

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  128 KBPS IP

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  256 KBPS IP

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ticketing
  Hardware

  	
   

  	
  ATB 517

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  ATB 557

  	
   

  	
   

  
	
   

  	
   

  	
  100 coupon bin

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  300 coupon bin

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  500 Coupon bin

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  1000 Coupon bin

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
  (***) 

  
	
  Other

  	
   

  	
  Document Printer

  	
   

  	
  (***) 

  



 


 


	
  Austria
  – Once only

  



 


	
  Service or Product

  	
   

  	
  Definition

  	
   

  	
  Price in €

  
	
  Agent Interface

  	
   

  	
  Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  De-Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Network

  	
   

  	
  Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  De-Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ticketing
  Hardware

  	
   

  	
  Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  De-installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Special Services

  	
   

  	
  Charge per
  man-hour

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Office move

  	
   

  	
  (***) 

  



 


45

















 


	
  Austria
  – Monthly Charges

  



 


	
  Service or Product

  	
   

  	
  Definition

  	
   

  	
  Price

  
	
  Agent Interface

  	
   

  	
  Vista

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Pro- Vista

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Pro-Web

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Pro-Tempo incl.
  START Comfort

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Vista incl.
  Ticketingmodus

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Pro-Vista incl.
  Ticketingmodus

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Pro-Tempo incl.
  START Comfort and Ticketingmodus

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comunications/Network

  	
   

  	
  768/128 KBPS IP

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ticketing
  Hardware

  	
   

  	
  ATB Document
  Printer

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other

  	
   

  	
  Document Printer

  	
   

  	
  (***) 

  



 


	
  Ireland
  – Once only

  



 


	
  Service or Product

  	
   

  	
  Definition

  	
   

  	
  Price in €

  
	
  Agent Interface

  	
   

  	
  Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  De-Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Network

  	
   

  	
  Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  De-Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ticketing Hardware

  	
   

  	
  Installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  De-installation

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Special Services

  	
   

  	
  Charge per
  man-hour

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Office move

  	
   

  	
  (***) 

  



 


46

















 


	
  Ireland
  – Monthly Charges

  



 


	
  Service or Product

  	
   

  	
  Definition

  	
   

  	
  Price

  
	
  Agent Interface

  	
   

  	
  Vista

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Pro- Vista

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Pro-Web

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Pro-Tempo

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Value Pricer

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Cruise

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  Extra LUs

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comunications/Network

  	
   

  	
  64 KBPS IP/8K
  CIR

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  128 KBPS IP/16K
  CIR

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  256 KBPS IP/32K
  CIR

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ticketing
  Hardware

  	
   

  	
  ATB 557

  	
   

  	
  (***) 

  
	
   

  	
   

  	
  OPTAT

  	
   

  	
  (***) 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other

  	
   

  	
  Document Printer

  	
   

  	
  (***) 

  



 


47

















 


EXHIBIT
6

SERVICE LEVELS


A. Service Levels and Segment Credit


Amadeus will provide certain Net Segment
credit for Unscheduled Downtime (defined below) as follows. These credits are
the sole remedies in the event of any System outages or System access issues.


For the purpose of the SLA, an Unscheduled
Downtime event will be considered to have started when a PTR is opened by
EBOOKERS or the Amadeus SMC (Helpdesk), the outage will end when recovery of
service is notified by Amadeus SMC in the PTR.


For purposes of this Exhibit, the following
terms are defined:


•         “System Availability” means a percentage
where the numerator is the total number of minutes in a month less the number
of minutes of Unscheduled Downtime and Scheduled Downtime, and the denominator
is the total number of minutes in a month less Scheduled Downtime.


•         “Unscheduled
Downtime” means the inability to access the System in all cases except
Scheduled Downtime.


•         “Scheduled
Downtime” means the inability to access the System where the problem (i) is
caused by or attributable to third parties, or due to services contracted by
EBOOKERS or factors beyond Amadeus control, or (ii) due to Scheduled
Unavailability.


•         “Scheduled Unavailability” means (i) (***) of
non-availability occurring during a window of 00.00 and 05.00, generally the
first Sunday of the month but, exceptionally any day of the week, and (ii)
minutes of non-availability due to exceptional scheduled outages where EBOOKERS
will be informed at least 24 hours beforehand by e-mail to the “Web Watch”
email address.


The Net Segment credits are provided as
follows:


•         Online
Business: For Unscheduled Downtime that affects online business, a Net
Segment credit of (***) Net Segments will be provided to EBOOKERS for each
minute of Unscheduled Downtime during a month.


 


•         Offline Business: For System
outages that affect offline business, the following Net Segment credits only
apply when the Unscheduled Downtime is for more than 1 hour and which occurs
between 9am and 7pm (London Time) Mondays to Saturdays, excluding public
holidays (a “Qualifying Outage”),. The Net Segment credit will only be paid per
minute of a Qualifying Outage. The amount of the Net Segment credit per minute
will depend on the System Availability during the applicable month as per the
following table.


 


48

















 


	
  System Availability during one

  calendar month

  	
   

  	
  Offline Business:

  Net Segment per minute

  of outage during a

  Qualifying Outage

  
	
  (***) 

  	
   

  	
  (***)

  
	
  (***) 

  	
   

  	
  (***)

  
	
  (***) 

  	
   

  	
  (***)

  
	
  (***) 

  	
   

  	
  (***)

  
	
  (***) 

  	
   

  	
  (***)

  
	
  (***) 

  	
   

  	
  (***)

  
	
  (***) 

  	
   

  	
  (***)

  
	
  (***) 

  	
   

  	
  (***)

  
	
  (***) 

  	
   

  	
  (***)

  



 


If only a specific group of
countries or an individual country is affected by a Qualifying Outage, then the
Net Segment Credit amounts in above table will be multiplied by the percentages
below based on the System Availability for that group or individual country.


 


	
  UK

  	
   

  	
  (***) 

  	
  %

  
	
  France

  	
   

  	
  (***) 

  	
  %

  
	
  Germany

  	
   

  	
  (***) 

  	
  %

  
	
  Ireland

  	
   

  	
  (***) 

  	
  %

  
	
  Switzerland

  	
   

  	
  (***) 

  	
  %

  
	
  Netherlands

  	
   

  	
  (***) 

  	
  %

  
	
  Finland

  	
   

  	
  (***) 

  	
  %

  
	
  Norway

  	
   

  	
  (***) 

  	
  %

  
	
  Spain

  	
   

  	
  (***) 

  	
  %

  
	
  Total

  	
   

  	
  (***) 

  	
  %

  



Examples:


 


1.        During an applicable
month, the System Availability for EBOOKERS offline locations is 99.74%. During
that month there was one outage that lasted 70 minutes (i.e., a Qualifying
Outage since the outage lasted more than 1 hour).


 


49

















 


Amadeus would credit to
EBOOKERS (***) for the
month.


2.        In an
applicable month, EBOOKERS online locations experience 380 minutes of
Unscheduled Downtime. Amadeus would credit to EBOOKERS (***) Segments (***) for
that month.


B. Amadeus will provide
EBOOKERS with a customer service plan within 3 months of the signature of this
Agreement that outlines additional service levels being provided to EBOOKERS
and not subject to the crediting scheme outlined in section A of this Exhibit.


 


50

















 


EXHIBIT 7


AMADEUS API LICENSE
AGREEMENT


This Amadeus API License Agreement (“License”) is an appendix to and
shall be governed in all respects by the Amadeus Access Agreement between the
Parties.


WHEREAS, the
AMADEUS group of companies has developed and acquired a type of programming
interface, known as AMADEUS API, that allows flexible access to the System;


WHEREAS, Ebookers
(the “Ebookers Application Provider”) wishes to use the AMADEUS API in order to
perform certain developments (“Ebookers Application”) that will enable the
AMADEUS Users to access the System via the AMADEUS API Server;


WHEREAS, the
Ebookers Application Provider wishes to use the AMADEUS API only for
development purposes and not for obtaining information and/or to make
reservations in the System;


WHEREAS, AMADEUS
agrees to provide the Ebookers Application Provider with the AMADEUS API
Ebookers Software Pack and to grant the Ebookers Application Provider a license
to use it subject to the terms and conditions of the present Agreement;


ARTICLE 1:         DEFINITIONS


For the purposes of the present Agreement, the following terms are
defined as follows:


“AMADEUS API Server” shall mean the
AMADEUS server located in Erding which contains the program interface that
enables the access to the System.


“API Ebookers Software Pack” shall
mean the software provided by AMADEUS to the Ebookers Application Provider
under this Agreement to enable the Ebookers Application Provider to perform
certain developments for the access of the AMADEUS Users to the System. Such
API Ebookers Software Pack shall include the software listed in Appendix A to
this Agreement.


“Application User” for the purposes
of this Agreement, means any legal entity as well as its wholly-owned entities,
which contract with the Ebookers Application Provider to receive from him the
license of the Ebookers Application in accordance with the terms under this
Agreement.


“AMADEUS User” for the purposes of
this Agreement, shall mean any travel agency, or branch thereof, or corporate
account which contracts to receive access to the System.


“Ebookers
Application” shall mean any developments using the API
Ebookers Software Pack performed by the Ebookers Application Provider under the
terms of this Agreement.


 


51

















 


“Designated Equipment” shall mean
the equipment chosen by the Ebookers Application Provider for the installation
of the API Ebookers Software Pack.


ARTICLE 2:         LICENSE


2.1           AMADEUS grants to
the Ebookers Application Provider, subject to the terms and conditions stipulated
in the present Agreement, a non-transferable and non-exclusive license to use
the API Ebookers Software Pack, in order to perform the necessary developments
to enable the connection of the AMADEUS Users to the System via the AMADEUS API
Server. Delivery of the API Ebookers Software Pack will be subject to the
following conditions:


2.1.1   Ebookers
Application Provider shall execute a Non Disclosure Agreement with AMADEUS
before receiving the API Ebookers Software Pack.


2.1.2   Ebookers
Application Provider shall confirm to AMADEUS in writing the functional and
technical specifications for the development of the Ebookers Application which
shall be approved by AMADEUS; and


2.1.3   Ebookers
Application Provider shall return to AMADEUS the AMADEUS API Questionnaire with
necessary information duly filled in. The AMADEUS API Questionnaire is provided
to the Ebookers Application Provider by AMADEUS Product Management.


2.2           Access to the System
is provided to the Ebookers Application Provider under this Agreement only for
the development purposes described hereto, and not to obtain information and/or
to perform reservations (which shall be governed by the Amadeus Access
Agreement to which this License is attached.)


2.3           The Ebookers
Application Provider shall select the media on which he wishes to receive the
API Ebookers Software Pack, upon the signature of the Agreement.


2.4           The Ebookers
Application Provider shall be responsible, at its own cost and expense, for
installation of the API Ebookers Software Pack on the equipment used by
Ebookers Application Provider for development, testing and/or maintenance
purposes.


2.5           Notwithstanding the previous, AMADEUS shall provide to the
Ebookers Application Provider with support as detailed and within the limits as
set forth herein which include (i) support for installation of the API Ebookers
Software Pack, (ii) development, test and maintenance of the Ebookers
Application and (iii) certification of the Ebookers Application as further
described in Section 3. Any additional support or


 


52

















 


services not included herein shall be charged by AMADEUS to the
Ebookers Application Provider in accordance with conditions set forth in
Appendix C.


2.6           The API Ebookers
Software Pack shall exclusively be used on the equipment identified by the
Ebookers Application Provider in the API Questionnaire. The Ebookers
Application Provider shall inform AMADEUS when the API Ebookers Software Pack
is moved or used on any other equipment.


2.7           The Ebookers Application
Provider is authorized to make one single copy of the API Ebookers Software
Pack for record purposes to be used as back-up copy. All legends, trademarks,
trade names, copyright and other identifications shall also be maintained as
they appear and shall be reproduced on any copy, in whole or in part, of the
API Ebookers Software Pack.


2.8           Upon request by
AMADEUS, the Ebookers Application Provider shall inform AMADEUS about the
progress and status in the development of the Ebookers Application.


2.9           Ebookers Application
Provider may subcontract the support and performance of the development work of
the Ebookers Application on its behalf to any third-party provided that: (i)
Ebookers Application Provider informs AMADEUS of such intention; and (ii) Ebookers
Application Provider obtains the written consent from AMADEUS, which shall not
be unreasonably withheld; and (iii) Ebookers Application Provider remains
liable towards AMADEUS for any such subcontract of the development work; and
that (iv) Ebookers Application Provider makes its best efforts to make any such
designated third party comply with the obligations related to development work
acquired by the Ebookers Application Provider hereunder.


In the event that AMADEUS gives its consent to subcontracting the
development work by the Ebookers Application Provider to any designated third
party, AMADEUS shall deliver the API Ebookers Software Pack to that designated
third party subject to conditions under this Agreement and upon the designated
third party entering into a Non Disclosure Agreement as provided in Section
2.1.1.


ARTICLE 3:         CERTIFICATION


3.1           Upon delivery of the
API Ebookers Software Pack, AMADEUS shall provide the Ebookers Application
Provider with Certification Guidelines and a Certification Questionnaire to be
filled in by the Ebookers Application Provider. The purpose of these
Certification Documents is to assist the Ebookers Application Provider to
develop an application which interacts with the AMADEUS in a compatible,
reliable and overall performance so that ultimately, such application becomes a
Ebookers Application when obtaining the Certification.


 


3.2           The Ebookers Application Provider shall inform AMADEUS at
least three (3) months in advance of the date of request of the application for
Certification. The Ebookers Application Provider shall also provide AMADEUS
with any documentation related to the application at least two (2) weeks before
request for certification.


 


53

















 


3.3           AMADEUS shall have
thirty (30) days following receipt of the application developed by the Ebookers
Application Provider to examine and test such application in order to determine
whether it meet the requirements of Certification. Further to AMADEUS
finalising the Certification process, AMADEUS shall give Ebookers Application
Provider written notice of either (i) acceptance and/or successful completion
of the Certification and the confirmation that its application is a Ebookers
Application or (ii) details of the acceptance criteria that the application did
not meet.


3.4           If AMADEUS provides
Ebookers Application Provider with a written notice specifying the acceptance
criteria that the application did not met, Ebookers Application Provider shall
have sixty (60) days to correct the application in order to meet such
acceptance criteria.


3.5           If further to the
Ebookers Application Provider delivering the application after the first notice
is given in accordance with Section 3.4 above, the application does not obtain
the Certification, then AMADEUS may in its sole discretion decide, either to
(i) give a second written notice to the Ebookers Application Provider,
specifying remaining acceptance criteria that the application did not met and
therefore, extend the correction period, or (ii) terminate this Agreement by
giving written notice to Ebookers Application Provider and returning all copies
of the application to Ebookers Application Provider. If AMADEUS terminates the
Agreement in this manner, AMADEUS shall have no further obligation to Ebookers
Application Provider.


3.6           In the event that
the Ebookers Application developed by the Ebookers Application Provider is a
development platform that allows other parties receiving it, to develop another
application based on the Ebookers Application, the Ebookers Application
Provider shall inform such other parties that their developed application must
obtain the Certification from AMADEUS. In the event that a third party develops
an application from the Ebookers Application developed by the Ebookers
Application Provider and uses it without obtaining the Certification, then the
Ebookers Application Provider shall be responsible towards AMADEUS and shall be
liable for that.


3.7           Any Ebookers
Application being certified by AMADEUS shall not be modified without the prior
written consent of AMADEUS.


ARTICLE 4:         ACCESS
TO THE SYSTEM


4.1           Ebookers Application
Provider is provided access to the System via the Amadeus Access Agreement to
which this License is attached. In the event that the establishment of a
communication link between the AMADEUS API Server and the Designated Equipment
is necessary, the Ebookers Application Provider shall be responsible for the
ordering, maintenance, use and payment of such link and the costs arising
therefrom.


4.2           The Ebookers
Application Provider shall be entitled to license to potential Application
Users the Ebookers Application, but it is expressly specified that the Ebookers
Application Provider shall not be entitled to provide access to such potential
Application Users to the System under any circumstances and/or for any purposes
except as agreed in writing by Amadeus.


4.3           The Ebookers Application Provider shall, before licensing
the Ebookers Application, inform its potential Application Users in writing
that in order to access the


 


54

















 


System, they have to enter into an agreement with AMADEUS or any of the
companies authorized by AMADEUS for such purpose. The Ebookers Application
Provider will also inform its potential Application Users that AMADEUS, or any
of the companies authorized by AMADEUS, will then schedule and quote the access
to the System.


4.4           The Ebookers Application Provider shall be entitled to
submit proposals to potential Application Users only with respect to the
license of the Ebookers Application developed by the Ebookers Application
Provider. Any such proposal shall specifically exclude any AMADEUS license
and/or access terms and conditions, including pricing, which shall be provided
by AMADEUS directly to the Application User.


 


55

















 


ARTICLE 5:         USE
OF THE SYSTEM AND AMADEUS API


5.1           The use of the
AMADEUS Ebookers Software Pack as well as the access to the AMADEUS API Server
and the AMADEUS System shall be used by the Ebookers Application Provider
solely for the purposes and functions described in this License or as otherwise
agreed in writing by Amadeus. The Ebookers Application Provider shall take all
precautions necessary to prevent unauthorized access to the System through its
connection to the AMADEUS API Server. In the event that AMADEUS reasonably
considers that the Ebookers Application Provider is not respecting or that an
abuse or misuse of the System is being performed through the access described
herein, AMADEUS shall be entitled to automatically suspend such access.


5.2           Should any problem
be detected by AMADEUS with the Ebookers Application Provider’s access, which
AMADEUS reasonably considers is causing problems to other users or customers,
or which may place AMADEUS in potential or actual breach of its agreements with
other parties, AMADEUS shall have the right at its sole discretion to
automatically suspend such access at Ebookers Application Provider’s cost.


5.3           AMADEUS reserves the
right to suspend access to the AMADEUS API Server and/or the System, at any
time, at its own discretion, should the number of transactions and/or the
number of simultaneous sessions generated by the Ebookers Application Provider
per segment exceed a reasonable level as agreed by AMADEUS and the Ebookers
Application Provider before the signature of this License. Such level of
transactions and simultaneous sessions shall be periodically reviewed by the
Parties.


5.4           In the event that
AMADEUS suspends the access to the AMADEUS API Server or the System as
described in this Article, AMADEUS will notify the Ebookers Application
Provider as soon as possible and the Ebookers Application Provider shall have
10 (ten) days to cure the problem. If within such 10 (ten) days period the problem
is not cured, AMADEUS shall be entitled to terminate this License without
further liability.


ARTICLE 6:         SUPPORT
DOCUMENTATION


6.1           AMADEUS shall
provide the Ebookers Application Provider with the support documentation listed
in Annex B to this License.


6.2           The documentation
provided shall not be copied in any manner whatsoever by the Ebookers
Application Provider and shall constitute part of the Confidential Information.


ARTICLE 7:         MAINTENANCE


7.1           In addition to the
initial development support described in Section 2.4 above, AMADEUS shall
provide maintenance service to the Ebookers Application Provider who will
include information on the evolution of the AMADEUS API and upgrade to new
versions of the same.


7.2           Each AMADEUS API
release will be supported for a period of one (1) year from the date of
release, and will be compatible with future releases during this time frame.


 


56

















 


ARTICLE 8:         PROPRIETARY RIGHTS


8.1           The API Ebookers
Software Pack licensed hereunder, the documentation provided as specified in
Annex B as well as any other documentation provided to the Ebookers Application
Provider constitutes proprietary and confidential information and trade secrets
and know-how of AMADEUS Global Travel Distribution, S.A. and its affiliate,
AMADEUS S.A.S., or its licensors. The Ebookers Application Provider shall not
sell, assign, lease, sub-license, transfer, encumber or suffer to exist any
lien or security interest on, nor allow any person or corporation to copy,
reproduce or disclose, in whole or in part, the API Ebookers Software Pack or
the documentation both during the course of this License and after its
termination.


8.2           The Ebookers
Application Provider shall not take less precautionary measures to protect the
API Ebookers Software Pack and the documentation than those used by it in
protecting its own confidential and proprietary information. The Ebookers
Application Provider shall be responsible for its employees respecting the
confidential and proprietary nature of the API Ebookers Software Pack and the
documentation.


8.3           AMADEUS agrees to
defend any action brought against the Ebookers Application Provider based upon
the claim that the API Ebookers Software Pack when used within the scope of the
present License infringes any copyright, patent or other property right,
provided that the Ebookers Application Provider notifies AMADEUS promptly of
such claim, and to the extent the alleged infringement does not relate to
changes, additions or alterations made by anyone other than AMADEUS, and
provided further that AMADEUS has full authority to settle or defend such
claim. AMADEUS agrees to pay all damages awarded against the Ebookers
Application Provider and all costs attributable to such action.


8.4           If the API Ebookers
Software Pack or any part of it becomes, or in the opinion of AMADEUS may
become, the subject of an infringement claim, AMADEUS may, at its option, (i)
procure for the Ebookers Application Provider the right to further use the API
Ebookers Software Pack free of charge; or (ii) replace or modify any part of
the API Ebookers Software Pack to make it non-infringing, or (iii) terminate
the present License and refund the eventual license fee paid by the Ebookers
Application Provider and not yet amortized.


8.5           The foregoing
provisions state the sole and exclusive rights and remedies of the Ebookers
Application Provider in case of infringement.


8.6           The Ebookers Application Provider agrees to hold AMADEUS
harmless from and against any and all liabilities, damages, losses and expenses
which AMADEUS may suffer and indemnify AMADEUS and defend any action brought
against AMADEUS or any company within the AMADEUS Group based upon the
infringement of the Ebookers Application of any copyright, patent or other
property right.


 


57

















 


ARTICLE 9:         FEES
AND PAYMENT


9.1           The Ebookers
Application Provider shall pay AMADEUS the fees described in Annex C hereto.


9.2           Upon signature of
this License and in order for the Ebookers Application Provider to receive the
license of the AMADEUS API Ebookers Software Pack, it shall pay the fees
specified in Section 1.1 of Annex C within 30 (thirty) days of the invoice
date. The Ebookers Application Provider shall provide AMADEUS with a contact name
and address to send the invoice.


9.3           All payments are
agreed in Euro and shall be made in Euro at the AMADEUS'  bank
account specified in each invoice.


9.4           If the fees
described in Annex C have not been paid by the Ebookers Application Provider by
the due date, AMADEUS shall be entitled to charge interest on any such sum at
the rate of two (2) percentage points above the three (3) month EURIBOR for
Euro effective on the due date, notwithstanding AMADEUS’ right to terminate the
present License. Such interest shall be charged from and including the first
value date until the date of payment of the amount due on a 360 day basis.


9.5           All prices are
exclusive of any and all applicable withholding or other taxes.


ARTICLE 10:       WARRANTY


10.1         AMADEUS represents
that the AMADEUS API will substantially conform to the written descriptions set
forth in this License and in the documentation provided to the Ebookers
Application Provider included in Annex B. Ebookers’s sole remedy for breach of
this warranty is that upon notice to AMADEUS from the Ebookers of any
deficiency in the documentation provided, AMADEUS will use its best reasonable
efforts to remedy the deficiency. Ebookers shall notify AMADEUS does not
warrant that the AMADEUS API meets the Ebookers Application Provider’s
requirements, expectations or particular needs, or that operation of the
AMADEUS API will be uninterrupted or error free.


10.2         Except as provided
under Section 10.1 above, there are no representations or warranties, either
express or implied, oral or written, with respect to the AMADEUS API, the API
Ebookers Software Pack, or any other goods or services covered by or furnished
pursuant to this License, including but not limited to any implied warranty (a)
of merchantability, (b) of fitness for a particular purpose, or (c) arising
from course of performance, course of dealing, or usage of trade.


10.3         Except as provided
under Section 10.1 above, AMADEUS makes no warranty or representation with
respect to any software, documentation or any other goods or services provided
under or in connection with this License, and shall not be liable for any loss
of profit, revenue or use or for any consequential, direct, indirect,
incidental, special, punitive, or exemplary damages arising out of or related
to this License, whether based on contract, tort (including, but not limited
to, strict liability and negligence), warranty or other legal or equitable
grounds.


10.4         The Ebookers Application Provider shall not make deletions,
additions or other modifications to the API Ebookers Software Pack, except as
specifically set forth in the documentation or as authorized in writing by
AMADEUS. Unauthorized deletions, additions or other modifications shall bring
immediate termination of this License.


 


58

















10.5         The Ebookers
Application Provider warrants that the API Ebookers Software Pack and the
AMADEUS API shall only be used in conformity with the terms and conditions of
the License that provides the Ebookers Application Provider with access to the
System, and with all applicable laws and regulations in the event of any breach
of such warranty, the Ebookers Application Provider shall hold AMADEUS harmless
from and against any and all liabilities, damages, losses, expenses, claims,
demands, suits, fines or judgments which AMADEUS may suffer.


IN WITNESS THEREOF, AMADEUS and the
EBOOKERS APPLICATION PROVIDER have executed this Agreement as of the day and
year first above written.


 


	
  For
  AMADEUS Global Travel 

  Distribution, S.A.

  	
   

  	
  For
  Ebookers, PLC

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  GILLIAN GIBSON

  	
   

  	
   

  	
  Name:  

  	
  DINESH DHAMIJA

  	
   

  
	
  Title:

  	
  DIRECTOR

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
  Date:

  	
  2 April 2004

  	
   

  	
   

  	
  Date:

  	
  6th April 04

  	
   

  



 


	
  Signature:

  	
  /s/ Gillian Gibson

  	
   

  	
   

  	
  Signature:

  	
  /s/ Dinesh Dhamija

  	
   

  



 


[SEAL]


 


59

















 


Annex
A


API
Ebookers Software Pack/ Ebookers Application


A.1     API Ebookers Software Pack


The AMADEUS API interfaces are implemented
into three different versions: a cross platform version made of ANSI C function
calls and exchange structures; a cross platform version made of ANSI C function
calls and XML exchange structures; and an NT specific version made of COM
interfaces and methods and XML exchange structures.


The deliverables provided to the Ebookers
Application Provider are referred to as the API Ebookers Software Pack and
relate specifically to the version chosen by the customer. The deliverables for
each version are composed of:


•          a
ebookers library


•          C-header
files to be included in the ebookers application for compilation


•          an URL in order to access the online
documentation


A.2          Ebookers Application


A.2.1
The Ebookers Application Provider is exclusively allowed to develop the
Ebookers Application in accordance with the features as specifically approved
by AMADEUS.


 


60

















 


 


Annex B


 


Documentation


 


B.1          All documentation can
be found in the following address:


 


http://API.dev.amadeus.net


 


AMADEUS shall provide the Ebookers Application Provider with a user ID
and a password in order to download this Documentation.


 


B.2          Upon request, AMADEUS
may also provide the Documentation to Ebookers Application Provider via CD-Rom.


 


B.3 Ebookers Application Provider may have access
with the information contained in this page before the signature of this
Agreement provided it enters into a Non Disclosure and Confidentiality
Agreement with AMADEUS.


 


B.4     The Documentation contains a demo program
which shall be used by Ebookers Application Provider strictly for demo
purposes.


 

















 


Annex C


 


FEES


 


Subject to the provisions included in Article 9, the Ebookers
Application Provider shall pay to AMADEUS, the following fees:


 


1.1                    A one time
license fee of (***) for the use of the API Ebookers Software Pack. This
license fee includes the documentation provided to the Ebookers Application
Provider and 10 man/days of development support. Amadeus confirms that this fee
has already been paid by Ebookers. Any development support to be provided by
AMADEUS to the Ebookers Application Provider over the above 10 man/days will be
charged by AMADEUS to the Ebookers Application Provider at (***) per day.


 


1.2               A
yearly maintenance fee of (***) as a compensation for the maintenance services to be provided by
AMADEUS to the Ebookers Application Provider as set forth in Article 7 of
the License. This yearly maintenance fee includes 2.5 man/days of support per
Ebookers Application and shall be paid in advance at the beginning of each
anniversary year.


 


1.3               A
fee of (***) in the event
the Ebookers Application has not been developed after one (1) year from
delivery of the API Software Pack to the Ebookers Application Provider.


 


1.4               Except
for the fees in 1.1 above of this annex C, the above fees will automatically
will be deducted from the Product Fund.