Exhibit 10.25


 


[GRAPHIC]


 


GALILEO

SUBSCRIBER SERVICES 

AGREEMENT (UK)


 





















 


SECTION A – PARTIES


 


 


	
  (A)

  	
  GALILEO INTERNATIONAL LIMITED
  (‘Galileo’)

  
	
   

  	
   

  
	
   

  	
  Registered
  Office

  	
  Galileo House, Axis Park, 10 Hurricane Way, Langley,

  
	
   

  	
   

  	
  Berkshire SL3 8US

  
	
   

  	
  Fax No.

  	
   

  	
   

  



 


	
  (B)

  	
  Subscriber’s Official Name ebookers
  PLC (‘Subscriber’)

  	
   

  
	
   

  	
  Trading Name (if
  different)

  	
   

  	
   

  
	
   

  	
  Head Office address 25
  Farringdon Street, London, EC4A 4AB

  	
   

  
	
   

  	
  Telephone No. 0207
  489 2222

  	
  Fax No. 

  	
   

  	
   

  
	
   

  	
  Business Type Ö  Private Limited Liability Company or
  Public Limited

  	
   

  
	
   

  	
  Company

  	
  o  Partnership

  	
  o  Sole Trader

  	
   

  
	
   

  	
  o
  Other (please describe)

  	
   

  	
   

  	
   

  
							



 


	
   

  	
  Company Registration No. 03818962

  
	
   

  	
  VAT No. 

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Contact(s)

  
	
   

  	
   

  
	
   

  	
  Galileo

  	
   

  	
  Subscriber

  
						



 


	
   

  	
  Legal Department

  	
  Legal Department

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Telephone
  No. 

  	
  01753
  288000

  	
  Telephone No. 0207 489 2222

  	
   

  	 

	
   

  	
  Address
  As above

  	
  Address As above

  	
   

  	 

	
   

  	
  Fax
  No. 01753 288 224

  	
  Fax No. 0207 489 2432

  	
   

  	 

							



 


	
   

  	
  “Effective
  Date” means the 13 June day
  of June 2005 and “Term” shall
  mean the period of 3 years from the Effective Date subject to Clause 20 of
  this Agreement.

  This Agreement shall come into effect on the Effective Date.

  



 


	
  For and on behalf of the Subscriber:

  	
   

  	
  For
  and on behalf of Galileo:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature:

  	
  /s/
  MARK MEEHAN

  	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name: 

  	
  MARK
  MEEHAN

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  (please
  print)

  	
   

  	
   

  	
  (please print)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Position:

  	
  VICE
  PRESIDENT OPS

  	
   

  	
  Position:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  28.7.05

  	
   

  	
  Date:

  	
   

  	
   

  



 


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SECTION B - TERMS AND
CONDITIONS 


 


1                            DEFINITIONS


 


In this Agreement, unless
the context otherwise requires –


 


‘Agreement’
means this agreement which shall include Sections A, B, C,
and D together with any Schedules attached hereto;


 


‘Booking
Files’ means the passenger name records and related files
that are created as a result of bookings made in and through the Galileo System
and which may contain Personal Data;


 


‘Bundled
Air Transport Product’ means a pre-arranged combination of an
Unbundled Air Transport Product with other services not ancillary to air
transport, offered for sale and/or sold at an inclusive price;


 


‘Business
Day’ means any day other than Saturday or Sunday which is not
a bank or public holiday in the UK;


 


‘Charges’
means the charges and fees as set out in Schedule 1 to the
Productivity Incentives Agreement and any further charges and fees that may be
payable by the Subscriber to Galileo under this Agreement;


 


‘Communications
Link’ means the telecommunications lines and associated
equipment provided by Galileo which link the Galileo System to the Equipment at
the Location(s);


 


‘Control’
means, in relation to a body corporate or undertaking, the
power of a person to secure that its affairs are conducted in accordance with
the wishes of that person –


 


•                             by
means of the holding of shares or the possession of voting power in or in
relation to that or any other body corporate or undertaking; or


 


•                             by
virtue of any powers conferred by the articles of association or any other
document regulating the affairs of or interests in that or any other body
corporate or undertaking;


 


and, in relation to a
partnership, means the right to a share of more than one-half of the assets, or
of more than one-half of the income, of the partnership;


 


‘CRS’ means
a computerised reservation system containing or providing information about
schedules, fares, seat availability and other services of Vendors, through
which reservations can be made;


 


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‘Data
Protection Laws’ means all applicable laws, regulations,
regulatory requirements and codes of practice in connection with the use,
processing and disclosure of Personal Data including but not limited to
legislation arising from Directive 95/46/EC of the European Parliament and of
the Council of 24th October 1995 on the protection of individuals
with regard to the processing of personal data and on the free movement of such
data;


 


‘Effective
Date’ means the date shown in Section A;


 


‘Equipment’
means the Software Products, the Rented Equipment (if any), the Financed
Equipment (if any), the Communications Link and any other equipment which the
Subscriber uses to access the Galileo System;


 


‘ETC’
means the excessive transaction charge based on the ‘look to book’ ratios set
out in Schedule 1;


 


‘Financed
Equipment’ means the equipment (if any) which Galileo has
sold or will sell to a third party finance company, which in turn has rented or
leased the equipment or will rent or lease the equipment to the Subscriber, as
detailed in Schedule 1;


 


‘Force
Majeure’ means, in relation to either party, a cause beyond
the reasonable control of that party including but not limited to natural
disasters, armed conflict, terrorist attacks, strikes, labour disputes, work
stoppages, fire, acts of government, computer worms or viruses, (but not a
failure by the Subscriber to implement adequate virus protection in accordance
with Clause 7.3(d)), acts or omissions of any telecommunications or other
supplier or any power failure, power surge or breakdown in equipment and, in
relation to Galileo only, further including any cause beyond its, or any
Galileo Group Company’s, reasonable control affecting the proper performance of
the Galileo System;


 


‘Galileo
Group Company’ means Galileo and every company which at the
relevant time is a subsidiary, parent or holding company of Galileo, a
subsidiary of any such parent or holding company, or a company over which
Galileo or any parent or holding company of Galileo has Control, or a
subsidiary undertaking of any such company, and ‘Galileo Group’ will be construed accordingly;


 


‘Galileo
System’ means the CRS operated by or for a Galileo Group
Company;


 


‘GTID’
means the unique Galileo terminal identifier code(s) assigned to the Subscriber’s
computer terminal(s) which interface with the Galileo System;


 


‘Intellectual
Property Rights’ means copyright and all other intellectual
property rights (including, without limitation, patents, trade marks, service
marks, designs, domain names, database rights (whether registered or
unregistered) and any other similar protected rights in any country);


 


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‘Location(s)’
means the premises at the address(es) set out in Schedule 1 to the Productivity
Incentives Agreement (defined below under Productivity Incentives Scheme);


 


‘Manuals’
means any documents, instructions or other information
provided by Galileo to the Subscriber for facilitating the correct use and
operation of any Equipment, products or services supplied under this Agreement,
as amended or updated by Galileo from time to time, including those in
electronic format;


 


‘Minimum
Rental Period’ means, in respect of any item of Rented
Equipment, a 3 year period (or in the case of ATB ticket printers, 5 years)
commencing from the date of delivery of that item of the Rented Equipment to
the Subscriber or its agent or representative, whether at the Location(s) or
otherwise;


 


‘Office
Hours’ means 9.00 a.m. to 5.30 p.m. on a Business Day;


 


‘Permitted
Use’ means the obtaining of information via the Galileo
System, about schedules, fares, seat availability and other services of
Vendors, the making of bookings which are not speculative, fictitious,
duplicative or made solely for the purpose of achieving productivity-based
segment objectives in respect of such services, and any other use as set out in
the Manuals;


 


‘Personal
Data’ means any personal data relating to identifiable
natural persons and may include, amongst other things, name, address, telephone
number(s) which may include sensitive data;


 


‘Principal
Display’ means a comprehensive neutral display of data
concerning air services (and rail carriers where applicable) between
city-pairs, within a specified time period;


 


‘Product
Data’ means data which is extracted from the Galileo System
by the Galileo Group Companies and, for the avoidance of doubt, does not
contain Personal Data;


 


‘Productivity
Incentive Scheme’ means the scheme by which Galileo may make
payments to the Subscriber for its use of the Galileo System, as detailed in
the separate Productivity Incentives Agreement between ebookers Limited and
Galileo Nederland BV (“Productivity Incentives Agreement”) and the definitions
contained therein;


 


‘Purchased
Equipment’ means any hardware purchased from Galileo from
time to time, as shall be detailed in Schedule 1 where Galileo agrees may agree
to provide maintenance services for such hardware in accordance with Clause 13
below;


 


‘Rented
Equipment’ means the equipment (if any), as detailed in
Schedule 1, rented by the Subscriber from Galileo in accordance with the terms
of this Agreement;


 


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‘Restricted
Information’ means information which is disclosed to the
Subscriber by Galileo pursuant to or in connection with this Agreement whether
orally or in writing or by any other means, and whether or not the information
is expressly stated to be confidential or marked as such, including but not
limited to the Manuals, the Software Products, GTIDs or pseudo city codes
supplied to the Subscriber by Galileo and all other passwords to access or use
the Galileo System;


 


‘Service
Centre’ means the telephone advice line which Galileo
provides to give the Subscriber assistance in the operation of the Galileo
System and to enable the Subscriber to report any faults in the operation of
the Equipment, products or services provided by Galileo;


 


‘Service
Centre Hours’ means the hours of 9.00 a.m. to 6.30 p.m.
Monday to Friday and the hours of 9.00 a.m. to 5.30 p.m. on a Saturday,
excluding the 25th and 26th December and the 1st
January each year;


 


‘Software
Products’ means the latest release of the software programs
detailed in Schedule 1 and all other software programs as may be supplied from
time to time by Galileo to the Subscriber;


 


‘Term’
means the period of time shown in Section A;


 


‘Third
Party Product’ means any product or service that is not
provided by Galileo and is used by the Subscriber in conjunction with, or is
affected by, the Galileo System or the Equipment provided by Galileo;


 


‘Unbundled
Air Transport Product’ means the carriage by air of a
passenger between two airports, including any related ancillary services and
additional benefits offered for sale and/or sold as an integral part of that
product; and


 


‘Vendor’
means a vendor of travel-related products and/or services of any sort including
an airline, hotel, rail operator, tour company, car rental company or cruise
operator that participates in the Galileo System from time to time.


 


2                            THE
SERVICES


 


In accordance with and
subject to the terms and conditions of this Agreement, Galileo hereby agrees
to:


 


(a)                    grant to the
Subscriber a non-exclusive, non-assignable, non-transferable licence in the UK,
the Channel Islands and the Isle of Man to:


 


(i)                        use and
access the Galileo System via the Equipment for the Permitted Use only; and


 


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(ii)                     use the
Software Products and the Manuals on and in conjunction with the Equipment to
access the Galileo System; and


 


(b)                   rent to the
Subscriber the Rented Equipment (if any) in which case Section C of this
Agreement shall apply; and


 


(c)                    provide the
Productivity Incentive Scheme.


 


3                            CHARGES


 


3.1                    To the extent
that charges are applicable in respect of the deliverables provided under the
Productivity Incentives Agreement, in consideration of the services and
products supplied by Galileo under this Agreement, the Subscriber shall pay to
Galileo the Charges.


 


3.2                    Galileo shall
have the right to increase any of the Charges once a year upto a maximum of 5%
pa. provided that not less than 60 days’ prior written notice is given to the
Subscriber.


 


3.3                    Galileo may
waive certain Charges for Equipment or services at the outset of this
Agreement, based on the presumption that the Subscriber shall maintain certain
levels of Segment productivity, and/or will continue to avail itself of certain
levels of Equipment throughout the Term. If the Subscriber materially
diminishes such productivity or Equipment levels, Galileo shall be entitled to
introduce a Charge upon no less than 60 days’ prior written notice to the
Subscriber which will be reasonable and agreed with Subscriber prior to the
giving of such notice.


 


3.4                    The Charges
are exclusive of any applicable value added tax or other tax, for which the
Subscriber shall be additionally liable.


 


3.5                    Galileo will
invoice the Subscriber in respect of the Charges monthly in advance and the
Subscriber shall pay the Charges due within 30 days of the invoice date.


 


3.6                    Any other
services or products supplied by Galileo to the Subscriber for which a Charge
is not expressly listed in Schedule 1 shall be charged by Galileo at its rates
prevailing when the service or product is supplied. Such additional charges may
include, but shall not be limited to, Charges for training, new releases of the
Software Products, hard copies of the Manuals and use of or access to the
Galileo System or Equipment belonging to Galileo for purposes other than the
Permitted Use or otherwise in breach of Clause 7.


 


3.7                    In the event
the Subscriber fails to pay in full on the due date any amount which is payable
to Galileo pursuant to this Agreement then, without prejudice to Clause 20, the
amount outstanding shall bear interest, both before and after judgement, at the
prevailing statutory rate from the due date until payment is made in full.


 


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3.8                    Galileo shall
be entitled, but not obliged, at any time to set off any liability of the
Subscriber to Galileo against any liability of Galileo to the Subscriber (in
either case howsoever arising and irrespective of the currency of its
denomination) and may for such purpose convert or exchange any currency. Any
exercise by Galileo of its rights under this Clause shall be without prejudice
to any other rights or remedies available to it under this Agreement or
otherwise.


 


4                            EQUIPMENT


 


4.1                    The Subscriber
shall ensure that any Equipment which is not Rented Equipment, Financed
Equipment or Purchased Equipment meets Galileo’s minimum technical standards,
which Galileo shall make available to the Subscriber on request.


 


4.2                    If, in Galileo’s
reasonable opinion, any Equipment which is not Rented Equipment, Financed Equipment
or Purchased Equipment does not meet Galileo’s minimum technical standards,
Galileo will notify the Subscriber of the reasons in writing and may suspend
access to the Galileo System until Galileo is reasonably satisfied that such
Equipment meets Galileo’s minimum technical standards. In the event the
Subscriber fails to remedy the situation so that such Equipment meets Galileo’s
minimum technical standards within 90 days of receipt of Galileo’s written
notice, this failure shall be deemed to be a breach for the purpose of Clause
20.3(a) not capable of remedy pursuant to Clause 20.4 of this Agreement.


 


4.3                    The Subscriber
shall keep the Equipment in environmental conditions consistent with any
guidelines issued by the manufacturer of the Equipment or Galileo from time to
time.


 


4.4                    The Subscriber
shall nor attach or connect any products to the Equipment other than:


 


(a)                    products which
are designed only to receive data (such as receive only printers) provided that
Galileo has been informed previously in writing of the product which the
Subscriber proposes to attach or connect and provided that any such product is
only used for the purposes intended by the relevant manufacturer; or


 


(b)                   any product
which has been previously approved in writing by Galileo.


 


5                            LOCATION(S)


 


The Subscriber shall
ensure that the Location(s) is suitable for the installation of the Equipment
and shall allow Galileo or its representatives or sub-contractors to enter any
Location(s) upon reasonable advance notice and during Office Hours to install,
inspect or view the Equipment and its operation.


 


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6                            SOFTWARE
PRODUCTS AND MANUALS


 


6.1                    In the event
the Subscriber is not able to successfully install the Software Products on the
Equipment, or where the Subscriber has requested, and Galileo has agreed to
install the Software Products itself, Galileo shall, at the Subscriber’s
request, send an engineer to the relevant Location(s) to assist in such
installation.


 


6.2                    Unless
specifically permitted under this Agreement, the Subscriber may not without the
prior written consent of Galileo:


 


(a)                    modify,
enhance or alter the whole or any part of the Software Products;


 


(b)                   permit the
whole or any part of the Software Products to be combined with or incorporated
in  any other computer program or
software;


 


(c)                    make any
copies of the Software Products or any part thereof including any documents
relating to them (except as is reasonably necessary for security purposes or as
permitted by section 50 of the Copyright, Designs and Patents Act 1988 and
provided the Subscriber reproduces and includes on all such copies any
copyright or trade mark notices or any other indication of the rights of
Galileo, any Galileo Group Company or any other person. Such copies shall be
the property of Galileo and this Agreement shall apply to all such copies as it
applies to the Software Products);


 


(d)                   reverse compile
or adapt the whole or any part of the Software Products, except to the extent
that such activities are permitted by applicable law; or


 


(e)                    make any
copies of the Manuals or any part thereof.


 


6.3                    Galileo may
from time to time provide to the Subscriber new releases of the Software
Products in order to provide enhancements or modifications of existing Software
Products and the Subscriber shall procure that such new releases of the
Software Products are installed on the Equipment and implemented within 20
Business Days (or such other period of time as agreed by the parties) of
delivery of the same by Galileo. From the implementation date of any new
release, the terms and conditions of this Agreement will apply to that new
release and the Subscriber will discontinue using the superseded release,
unless otherwise agreed in writing with Galileo.


 


6.4                    Galileo may
retire Software Products from time to time. Galileo shall use its best
endeavours to provide the Subscriber with not less than 3 months written notice
of the date upon which it will retire the Software Products in question.


 


6.5                    The Software
Products may be under the ownership of Galileo or a Galileo Group Company or
provided pursuant to a licence agreement between Galileo or a Galileo Group
Company and a third party software provider. Certain of these third party
software providers may require Galileo to agree and comply with terms and
conditions that may not already be reflected in this  Agreement. Whilst Galileo will


 


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always use its best
endeavours to negotiate terms with its third party software providers which are
consistent in all material respects with those already contained in this
Agreement, it may from time to time be necessary for Galileo to pass on such
additional terms and conditions to its subscriber customers.


 


6.6                    In the event
that the terms of Clause 6.5 above apply to any Software Product, Galileo may
require the Subscriber to agree to additional terms and conditions of use, in
which case, upon such agreement, such terms and conditions shall be included by
way of an amendment to this Agreement, or which may be included by way of a
Schedule.


 


7                            OPERATION
OF THE GALILEO SYSTEM AND THE EQUIPMENT


 


7.1                    The Subscriber
agrees that it will only use, access or seek access to the Galileo System and
operate the Equipment:


 


(a)                    strictly in
accordance with the terms of this Agreement and any operating instructions
given from time to time by Galileo; and


 


(b)                   solely for the
Permitted Use, provided that the Subscriber may use the Equipment, other than
the Software Products, to perform any functions specified by the manufacturer
to the extent that this use is not contrary to the terms of this Agreement or
any operating instructions given from time to time by Galileo.


 


7.2                    The Subscriber
shall not provide or otherwise make available the Galileo System or Software
Products to any person other than the Subscriber’s employees or personnel and
the Subscriber shall procure that such employees and personnel shall use and
access the same in accordance with the provisions of this Clause 7 only.


 


7.3                    The
Subscriber:


 


(a)                    shall take all
reasonable precautions to prevent any unauthorised use of the Galileo System,
the Equipment, any user sign-on identity and GTIDs assigned to the Subscriber;


 


(b)                   shall be
entitled to use the Equipment (other than the Software Products) in any manner
that it chooses when any such Equipment is not on line to the Galileo System,
provided that any such use will not adversely affect the Galileo System;


 


(c)                    shall not use
the Galileo System, the Equipment or any product connected to the Equipment in
such a way that, in Galileo’s reasonable opinion, adversely affects Galileo’s
service to its other customers or otherwise;


 


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(d)                   shall at all
times during the continuance of this Agreement maintain and use appropriate and
up-to-date virus protection procedures and software, including but not limited
to any such items as may be requested by, or provided by Galileo from time to
time (save in respect of Galileo’s Focalpoint Print Manager, where virus
protection shall remain the sole responsibility of Galileo);


 


(e)                    undertakes to
establish and maintain reasonable safeguards against the destruction, loss or
unauthorised alteration of the Software Products and the Galileo System, and
shall institute reasonable security and disaster recovery procedures
(including, but not limited to, the adoption of a security firewall and anti
spyware protection) to restrict the destruction, corruption or unauthorised
access to the Software Products and/or the Galileo System, data and data files;


 


(f)                      comply with
all instructions for the use of the Equipment, as supplied by Galileo or any
Galileo Group Company, from time to time; and


 


(g)                   shall on no
less than a quarterly basis, create back-up files consisting of Passenger Name
Records (PNR) and Booking Files for all data which the Subscriber inputs into
the Galileo System or the Equipment.


 


7.4                    Galileo may
from time to time and at its discretion and expense either modify or replace
any part of the Galileo System or the Equipment supplied by Galileo. Galileo
shall give reasonable written notice to the Subscriber of any such modification
or replacement of the Galileo System. Galileo will ensure that any such
modification or replacement will not be to the detriment of the Subscribers’
use of the Galileo System.


 


7.5                    The Subscriber
agrees to comply with all laws, regulations, rules, orders or directives that
relate to its use of the Galileo System or the Equipment.


 


7.6                    If the
Subscriber elects to allow its employees to access the Galileo System from a
remote location (“Remote Users”) via User Access (as defined in Clause 15.3
below), then in addition to the terms set forth in that clause, the following
shall apply -:


 


(a)                    the Subscriber
must ensure that each Remote User secures the appropriate Equipment necessary
to access the Galileo System;


 


(b)                   unless
otherwise agreed in writing with Galileo, the Subscriber shall be responsible
for:


 


(i)                        installing
the applicable Software;


 


(ii)                     training each
of its Remote Users up to a maximum of 15 without extra cost; and


 


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(iii)                  obtaining,
installing and configuring its selected browsing and e-mail packages. Galileo
will not provide Remote Users with any training or support with regard to
browsing or e-mail packages.


 


7.7                    Galileo may
agree to perform the services referred to in Clauses 7.6 (b)(i) and (ii)  above, provided that Galileo shall be
entitled to make a charge for such  services.


 


8         DISPLAYS


 


8.1                    The Subscriber
agrees to access the Principal Display for each individual transaction
involving air carriers (and rail carriers, if rail services are made available
as part of the Principal Display) and agrees not to manipulate data supplied by
the Galileo System in a manner that would result in the inaccurate, misleading
or discriminating presentation of information to its customers.


 


8.2                    Notwithstanding
Clause 8.1, the Subscriber may use any display of information other than the
Principal Display in response to a request from a customer for details relating
to only one air carrier (or rail carrier, if applicable) or where the customer
requests information regarding Bundled Air Transport Products (or rail
equivalent, if applicable) alone.


 


9         BOOKINGS


 


9.1                    The Subscriber
shall not intentionally make any flight, hotel, rail, cruise, rental car or
other reservation on the Galileo System without a specific customer request
made in good faith and shall not make any reservations which are speculative,
fictitious or  duplicative, nor
shall the Subscriber make any reservation for fares where reasonable enquiry by
the Subscriber would show that such fares had been incorrectly quoted through
the Galileo System.


 


9.2                    The Subscriber
shall comply with all International Air Transport Association (IATA), Billing
Settlement Plan (BSP) and other travel industry, governmental and regulatory
laws, regulations and rules relevant to this Agreement and the services
provided therein.


 


9.3                    The Subscriber
shall indemnify Galileo in respect of any direct or indirect loss or damage
which Galileo incurs as a result of a failure by the Subscriber to comply with
the provisions of Clause 9.2 above to the extent that such failure is not the
result of an act or omission of Galileo and such indemnity shall not be subject
to the limitations set out in Clause 17.4 below.


 


9.4                    The Subscriber
may only make live test bookings within the Galileo System provided that
Galileo has provided its prior written consent to the Subscriber to do so and
provided always that such bookings are cancelled promptly thereafter.


 


9.5                    A breach by
the Subscriber of Clause 9.1, 9.2 or 9.4 above shall be considered a material
breach in accordance with Clause 20.3(a) below.


 


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10                     ISSUANCE
OF TICKETS


 


10.1              Where the Subscriber
has obtained the necessary Equipment, Galileo will facilitate the automatic
issuance of tickets for those scheduled air carriers which participate in the
Galileo System provided that the Subscriber complies with  any terms, conditions or rules imposed by
the relevant air carrier and by any applicable regulatory authority.


 


10.2              The Subscriber
hereby authorises Galileo to disable the Equipment which facilitates the
automatic issuance of tickets as outlined in Clause 10.1 to the extent
necessary to comply with any request from any relevant air carrier or
regulatory authority.


 


11                     TRAINING


 


11.1              The Subscriber shall
ensure that the Galileo System and the Equipment are only used by its employees
and other personnel who are proficient in operating the same.


 


11.2              Galileo may at its
discretion monitor or test the proficiency levels of the Subscriber’s employees
or other personnel permitted to use the Galileo System and the Equipment. If
Galileo determines in its reasonable opinion that the proficiency levels are
insufficient for the proper use of the Galileo System and the Equipment then
Galileo shall inform the Subscriber who will arrange, at its cost, for such
employees or other personnel to undertake any further training which Galileo
reasonably determines necessary in order to train such employees or other
personnel to the desired proficiency level.


 


11.3              The Subscriber will
be responsible for all delegate related training costs. Subscriber will be
invoiced for seats on public courses where Galileo advertises charges in that
market at the full rate and contract trainer services will be provided at cost
to meet other needs.


 


11.4              The Subscriber is
entitled to send trainers to any Galileo courses without charge at Galileo’s
own discretion.


 


11.5              In respect of
e-learning training, training programs including but not limited to Galileo 360
learning content will be provided at no cost. Galileo will provide e-copies of
any training documentation related to Software Products deployed at no  cost.


 


11.3              If required by the
Subscriber, Galileo will provide training for the Subscriber’s employees and
other personnel in respect of the Galileo System, the Software Products or any
new releases thereof, and the use of the Equipment in accordance with Galileo’s
standard scale of charges for the time being in force.


 


11.4              The Subscriber
agrees and acknowledges that any training which may be provided by Galileo
pursuant to this Clause 11 shall not extend to the provision of basic computer
literacy and skills training and the Subscriber shall ensure that its employees
and other personnel are adequately equipped with what is reasonably considered
basic computer literacy and skills.


 


12

















 


11.5              The Subscriber
warrants and undertakes that it shall not train any third party in the use of
the Galileo System, the Software Products or any new releases thereof or the
Rented Equipment (if any) without the prior written consent of Galileo.


 


12                     SERVICE
CENTRE


 


The Service Centre will
operate during the Service Centre Hours. In the event of any changes to the
Service Centre Hours (including days of operation) or the telephone number on
which the Service Centre can be accessed, Galileo will notify the Subscriber of
such changes.


 


13                     INSTALLATION AND MAINTENANCE


 


13.1              At the Subscriber’s
request, Galileo (or its appointed sub-contractors) shall, subject to Clause
6.1 above, install the Equipment belonging to it (and if so requested, any
Financed Equipment) at the relevant Location(s) and connect such Equipment to
the Galileo System. Upon completion of such installation the Subscriber shall
be deemed to have accepted such Equipment.


 


13.2              Subject to the
payment of any relevant Charges under the terms hereof, or as otherwise agreed
in writing between the parties, Galileo shall provide maintenance services in
respect of the following to the Subscriber:


 


(a)                    the Software
Products;


 


(b)                   the
Communications Link;


 


(c)                    the Rented
Equipment (if any);


 


(d)                   the Financed
Equipment (if  any);


 


(e)                    the Purchased
Equipment (if any); and


 


(f)                      all other
Equipment not specifically referred to above, if required by the Subscriber and
agreed in writing with Galileo.


 


13.3              Subject to the
remaining provisions of this Clause 13, the Charges payable for the maintenance
services referred to in Clause 13.2 above shall be as follows:


 


(a)                    in respect of
the Software Products, the Communications Link, any Financed Equipment, any
Rented Equipment and any Purchased Equipment, as set out in Schedule 1 of the
Productivity Incentives Agreement or as otherwise notified in writing by
Galileo from time to time;


 


(b)                   in respect of
all other Equipment not specifically referred to above in Clause 13.3(a), where
required by the Subscriber, at Galileo’s standard charges in force from time to
time.


 


13

















 


13.4              Subject to the
payment by the Subscriber of the Charges referred to in Clause 13.3, Galileo
shall provide the following maintenance services in respect of the Equipment:


 


(a)                    carry out such
preventative maintenance as Galileo, in its absolute discretion, sees fit;


 


(b)                   provide the
Subscriber with technical and functional assistance in respect of the Equipment
and the Galileo System via  the
Service Centre; and


 


(c)                    upon the
request of the Subscriber carry out the diagnosis and rectification of faults
in the Equipment as Galileo deems necessary during Office Hours.


 


13.5              The Subscriber shall
not relocate at remove any Equipment from the Location(s) in which it was
connected to the Galileo System by Galileo without Galileo’s prior written
consent save where such relocation is reasonably necessary in order to prevent
loss or damage to that Equipment.


 


13.6              The Charges for
maintenance referred to in Clause 13.3 cover maintenance required to be carried
out as a result of fair wear and tear of the relevant Equipment only and for
the avoidance of doubt, does not cover any work or materials made necessary by
any cause other than fair wear and tear of the relevant Equipment which will be
charged on a pass through basis without mark up, to the extent that Galileo is
charged in respect of the same including but not limited to:


 


(a)                    failure or
fluctuation of electrical power or other environmental conditions; or


 


(b)                   neglect, misuse
or attempted repair of the Equipment by, or the negligence of, the Subscriber
or any third party; or


 


(c)                    failure to
comply with the instructions in the Manuals; or


 


(d)                   any fault in
any attachments or associated equipment which does not form part of the
Equipment; or


 


(e)                    any cause
beyond the reasonable control of either party; or


 


(f)                      the
replenishment of any consumable items such as but not limited to data recording
tapes, floppy discs, printer ribbons, toner, print heads and stationery; or


 


(g)                   a failure by
the Subscriber to comply with the provisions of Clause 7.3(d), (e) or (f)
above; or


 


(h)                   a failure by
the Subscriber to comply with the provisions of Clause 13.5 above.


 


14

















 


13.7              The Subscriber shall
pay to Galileo, in addition to the Charges referred to in Clause 13.3 above,
all charges levied by Galileo in respect of:


 


(a)                    maintenance
carried out as a result of causes other than fair wear and tear of the
Equipment; and


 


13.8              The terms of Clause
3 shall apply to any Charges payable under this Clause 13.


 


14                     TITLE AND
RISK


 


14.1              The Galileo Group
Companies (or their authorised third party licensor, if applicable) shall at
all times retain all right, title and interest in and to the Rented Equipment
(if any), the Software Products, the Manuals and to any copyright or any other
Intellectual Property Rights in respect thereof. The Subscriber shall have no
right, title or interest in the same except for the right to use the same upon
the terms and conditions contained in this Agreement.


 


14.2              Risk in the whole or
any part of any Rented Equipment, Purchased Equipment (if  any) and the Software Products will pass
to the Subscriber upon delivery to the Subscriber or its agent or
representative, whether at the Location(s) or otherwise.


 


14.3              Title in any
Purchased Equipment shall pass to the Subscriber once Galileo has received
payment in full. Until such time:


 


(a)                    Galileo may at
any time require the Subscriber to deliver up the Purchased Equipment to Galileo
or its agents or sub-contractors and, if the Subscriber fails to do so
forthwith, enter any Location(s) where the Purchased Equipment is stored or
installed and repossess the same; and


 


(b)                   the Subscriber
shall not be entitled to pledge or in any way charge by way of security for any
indebtedness any of the Purchased Equipment which remain the property of
Galileo or a Galileo Group Company, but if the Subscriber does so all moneys
owing by the Subscriber to Galileo shall (without limiting any other right or
remedy of Galileo) forthwith become due and payable.


 


14.4              Title and risk in
any Financed Equipment shall pass to the Subscriber in accordance with terms of
the agreement between the Subscriber and the third party finance company to
whom Galileo sold the Financed Equipment.


 


14.5              The Subscriber will
not remove or obscure any identifying marks from the Rented Equipment (if any)
or the Software Products.


 


14.6              The Subscriber shall
properly record that the Equipment is owned or licensed by Galileo and shall
not account for the Equipment in its books in any way as assets of the
Subscriber, nor shall it subject any of the Equipment to any lien, pledge,
mortgage, charge or other encumbrance.


 


15

















 


14.7              In the event of
clause 20.3(b), (c) or,  (d)
applying, such encumbrancer, administrator or creditor shall have no right over
the Equipment.


 


15                     THIRD PARTY
PRODUCTS AND SERVICES


 


15.1              The Subscriber
warrants that it has obtained all necessary consents, approvals and licences
for the use of the Third Party Products and the use of such Third Party
Products will not violate any Intellectual Property Rights belonging to any
third party. The Subscriber shall indemnify Galileo against any claims,
proceedings, losses, liabilities, damages (including reasonable costs), charges
and expenses of whatever nature arising out of or in connection with any claim
or action made against Galileo relating to a breach of the foregoing warranty
by the Subscriber. If a Subscriber’s use of a Third Party Product adversely
affects the use of the Galileo System by any other party, then Galileo may
require that the Subscriber discontinue its use of such Third Party Product
until the Subscriber can demonstrate that it has resolved the adverse effect.


 


15.2              Without prejudice to
the generality of Clause 15.1 above, the Subscriber hereby acknowledges that
Galileo will have no liability whatsoever with respect to any Third Party
Product and that Galileo does not make any warranties, representations or undertakings
in respect thereof, including but not limited to the content of any third party
website which may be referred to or accessed by hypertext link with the Galileo
System and the content of any such third party websites is neither endorsed nor
approved by Galileo.


 


15.3              If the Subscriber
elects to access the Galileo System via its own Internet communications method
such as ADSL, dial-up phone line, ISDN or cable access (“User Access”), the
Subscriber shall be responsible for obtaining, installing, supporting, and
maintaining all components of the User Access and for paying all charges of the
relevant communications providers. Galileo recommends that the Subscriber
establish a firewall, in which case the Subscriber shall configure such
firewall in accordance with documentation supplied by Galileo upon the
Subscriber’s reasonable request. Galileo shall have no responsibility
whatsoever with respect to the User Access, including, but not limited to, the
performance or reliability of the User Access.


 


15.4              If the Subscriber
elects to install and use its own local area network operating environment (“LAN”)
to access the System, the following shall apply:


 


(a)                    the Subscriber
may copy the applicable Software Products for its internal use only, subject to
Clause 6.2 above. The number of the Subscriber’s users who may concurrently
access the Galileo System at a Location shall be equal to the number of global
terminal identifiers (“GTID’s”) licensed by the Subscriber from Galileo for
that Location; and


 


(b)                   the Subscriber
shall be responsible for obtaining, implementing, installing, supporting, and
maintaining the LAN, the LAN operating system, the


 


16

















 


workstation operating
system, and all hardware and other software required to utilise the Galileo
System, but which is not provided by Galileo, and for all expenses related
thereto. At the Subscriber’s request and upon Galileo’s written approval,
support services for the foregoing may be available from Galileo, at the
Subscriber’s expense.


 


16                     WARRANTIES


 


16.1              Each of the
Subscriber and Galileo hereby represents and warrants that it has the requisite
authority and power to enter into this Agreement and perform its obligations
hereunder.


 


16.2              Subject to Clause
17, Galileo warrants that it will use reasonable care and skill in performing
its obligations under this Agreement.


 


16.3              Subject to the terms
of this Agreement Galileo warrants that the Software Products will enable the
Subscriber to make bookings via the Galileo System.


 


16.4              In the event
that the Subscriber acquires Purchased Equipment, and to the extent that the
Purchased Equipment is covered by any warranty from the manufacturer or
supplier, Galileo shall use its reasonable endeavours to ensure that warranty is
assigned to the Subscriber, provided that Galileo is permitted to make such
assignment.


 


16.5              Unless otherwise
expressly stated in writing, Galileo makes no representation or warranty
regarding the Equipment or the accuracy or reliability of any schedule, fare,
quotation or any other information provided to the Subscriber via the Galileo
System, and the Subscriber hereby releases and waives any claims against
Galileo concerning the Equipment or the accuracy or reliability of such
information.


 


17                     LIABILITY


 


17.1              If either party is
prevented or delayed from performing its obligations under this Agreement by
reason of any act or omission of the other, then the defaulting party shall pay
to the non defaulting party all reasonable costs, charges and losses sustained
or incurred by non defaulting party as a direct result (including without
limitation the cost of storage and insurance of any Equipment).


 


17.2              In no event will
Galileo be liable for any damages resulting from:


 


(a)                    loss of data
or use but not including loss of Booking Files including PNR where such loss is
a direct result of an act or omission of Galileo, loss of revenue, loss of
profits, loss of contracts, loss or anticipated savings, loss of goodwill or
third party claims; or


 


(b)                   any losses or
damages that are indirect or secondary consequences of any act or omission of
Galileo, its employees, representatives or sub-contractors,


 


17

















 


whether such losses or
damages were reasonably foreseeable or actually foreseen.


 


17.3              Galileo hereby
excludes any liability of any kind relating to any problems of whatever nature
which have been caused in the reasonable opinion of Galileo by the Subscriber’s
failure to comply with its obligations under this Agreement.


 


17.4              In no case shall the
liability of either party arising out of or connected with this Agreement
exceed the total sum of those Productivity Incentives paid by Galileo in the
previous 12 months inclusive of all relevant charges and taxes.


 


17.5              All liability that
is not expressly assumed by either party in this Agreement is hereby excluded
to the fullest extent permitted by law, save that either party shall not seek
to exclude or limit its liability for fraud. These limitations will apply
regardless of the form of action, whether under statute, in contract, tort,
including negligence, or any other form of action. For the purposes of this
Clause, a reference to either party includes that parties’ group companies,
employees, sub-contractors, representatives and suppliers. The Subscriber
acknowledges that Galileo’s Group Companies, employees, sub-contractors,
representatives and suppliers shall have the benefit of the limits and
exclusions of liability set out in this Clause on the terms of the Contracts
(Rights of Third Parties) Act 1999.


 


17.6              Nothing in this
Clause 17 shall be interpreted as placing a limit on  either party’s liability for death or personal injury
caused by negligence.


 


17.7              Galileo shall defend
or settle any suit, action, claim, demand or proceedings alleging that the
Galileo System or any Equipment infringes any Intellectual Property Rights (a “Claim”)
and shall, subject to the Subscriber complying with the procedure for notifying
claims set out in Clause 17.9 below, indemnify the Subscriber against any
liability, costs, claims, damages or expenses under or in respect of any
proceedings brought by any third party against the Subscriber alleging that the
use of the Galileo System or any Equipment constitutes such an infringement.


 


17.8              Following receipt of
any claim against it, the Subscriber shall give written notice thereof to
Galileo together with a copy of any document setting out the Claim and the
Subscriber shall provide Galileo with reasonable assistance and shall give sole
authority to Galileo to defend or settle the Claim.


 


18                     PROPRIETARY
RIGHTS AND DATA PROTECTION


 


18.1              The Subscriber
agrees and acknowledges that it does not, by virtue of this Agreement, acquire
any Intellectual Property Rights, proprietary rights or other rights in or to:


 


(a)                    the data
stored in or accessed via the Galileo System; or


 


(b)                   any software,
documentation, trade marks or service marks of any of the Galileo Group
Companies; or


 


18

















 


(c)                    any related
materials used in connection with the Galileo System,


 


except as expressly
provided in this Agreement.


 


18.2              The Subscriber
agrees and acknowledges that it shall have no right to use for any purpose any
trade mark (whether in word and/or logo device form) or any other Intellectual
Property Rights of Galileo without the prior written consent of Galileo and
then only in such form and upon such terms as Galileo may from time to time
specify in writing.


 


18.3              The Subscriber, both
during and after the term of this Agreement:


 


(a)                    shall comply
with the Data Protection Laws; and


 


(b)                   shall not do,
or cause or permit to be done, anything that may cause or otherwise result in a
breach by the Subscriber, Galileo or any third party of the Data Protection
Laws.


 


18.4              The Subscriber warrants
that the Galileo Group Companies will have the right to extract, use and send
to the participating Vendor to the relevant transaction, for the sole purpose
of facilitating such transaction, any data that the Subscriber enters into the
Galileo System in respect of bookings made by it and the Subscriber further
warrants that the Galileo Group Companies will not be in breach of any
applicable and relevant laws (including but not limited to Data Protection
Laws) by such use and processing of this data. This data includes but is not
limited to Personal Data, airports of departure and arrival, times of departure
and arrival and class of seat booked.


 


18.5              To the extent
permitted by all applicable and relevant laws, Galileo will have the right to
extract Product Data and to disclose (including sell) and send Product Data to
third parties.


 


18.6              If the Subscriber
previously subscribed to a different provider of computerised reservation
services, the Subscriber agrees that Galileo may agree to migrate the Subscriber’s
Booking Files from that previous service provider into the Galileo System. In
connection with the migration of this data, the Subscriber warrants that it has
taken all measures to comply with the Data Protection Laws.


 


18.7              Without prejudice to
the generality of Clause 18.3 above the Subscriber hereby warrants and
undertakes that any data supplied by it to Galileo (whether stored on or sent
over the Galileo System or on the Software Products or otherwise pursuant to
this Agreement) will not contain anything obscene, offensive or defamatory, or
which is in breach of any laws or regulations.


 


18.8              The Subscriber shall
be liable for and shall indemnify Galileo against any and all claims, actions,
liabilities, losses, damages and expenses (including legal expenses on a full
indemnity basis) incurred by Galileo which arise directly or indirectly as a
result of


 


19

















 


any breach of the
obligations, undertakings and/or warranties set out in this Clause 18 by the
Subscriber, its employees, personnel, agents, representatives or  contractors, including without limitation
those arising out of any third party demand, claim or action, or any breach of
contract, negligence, fraud, wilful misconduct, breach of statutory duty or
non-compliance with any applicable laws or regulations.


 


19                     CHANGE OF
CONTROL


 


19.1              Either party shall
have the right to forthwith terminate this Agreement by written notice to the
other if Control of the other (or of any entity of which the Subscriber is a
subsidiary) is acquired by any person, whether acting on its own or with any
other person(s), not having Control over either party (or any such entity) on
the date of this Agreement. For the purposes of this Clause, one  party is a ‘subsidiary’ of another person
if that other person directly or indirectly:


 


(a)                    holds a
majority of the voting rights in it; or


 


(b)                   is a member of
it and has the right to appoint or remove a majority of its board of directors;
or


 


(c)                    is a member of
it and Controls alone or pursuant to an agreement with other shareholders or
members, a majority of the voting rights in it.


 


19.2              if either party
shall in the event of it becoming aware that there is or will be a change of
Control of it or any other entity referred to in Clause 19.1 forthwith notify
the other partyin writing of that fact.


 


20                     TERMINATION


 


20.1              This Agreement
shall, without prejudice to Clauses 19 and 22 and any applicable laws and
subject to the following provisions, continue throughout the Term and thereafter
continue until terminated in accordance with the terms of this Agreement.


 


20.2              Without prejudice to
Clauses 19, 20.3 and 22 and subject to Clause 20.1, either party may terminate
this Agreement by giving the other party at least 3 months’ written notice.


 


20.3              Either party may
forthwith terminate this Agreement by giving written notice to the other party
if:


 


(a)                    the other
party commits any breach of any of the provisions of this Agreement and, if the
breach is capable of remedy, fails to remedy it within 30 days (5 days in the
case of any non-payment) after being given a written notice setting out in
reasonable detail the breach and requiring it to be remedied; or


 


20

















 


(b)                   an encumbrancer
takes possession of, or (if that other party is a company) an administrative
receiver, receiver or manager is appointed over any of the property or assets
of that other party; or


 


(c)                    the other
party makes any voluntary arrangement with his or its creditors or (if a
company) has an administrator appointed or any person takes any steps,
including filing documents with any court of competent jurisdiction and giving
notice of intention to appoint an administrator, for the purpose of placing it
in administration; or


 


(d)                   the other party
(if an individual or firm) has a bankruptcy order made against him or it or (if
a company) goes into liquidation (except for the purposes of amalgamation or
reconstruction and so that the resulting company effectively agrees to be bound
by or assume the obligations imposed on that other party under this Agreement);
or


 


(e)                    that other
party ceases, or threatens to cease, to carry on business.


 


20.4              For the purposes of
Clause 20.3(a), a breach shall be considered capable of remedy if the party in
breach can comply with the provision in question in all respects other than as
to the time of performance (provided that the time of performance is not of the
essence).


 


20.5              If the Subscriber is
in material breach of this Agreement at any time (including late payment of the
Charges under Clause 3.4 above), Galileo may, without prejudice to any other
rights it may have, suspend provision of any or all of the services to be
provided by it under this Agreement until such breach is remedied to Galileo’s
satisfaction. In the event of such suspension, the Subscriber agrees to pay
Galileo’s then current reconnection charges where applicable.


 


20.6              Upon the termination
of this Agreement for any reason:


 


(a)                    the Subscriber
shall immediately:


 


(i)                        stop
accessing the Galileo System, making use of any Equipment belonging to Galileo
and representing itself as being connected with the Galileo System in any way;


 


(ii)                     make
available for Galileo’s collection at the Location(s) any Equipment belonging
to Galileo (such Equipment to be in good order, repair and condition), and for
this purpose, Galileo and its employees, representatives and sub-contractors
shall be entitled during Office Hours to access the Location(s) or any other
place where such Equipment is situated; and


 


(iii)                  return the
Manuals, and any other information provided by Galileo, to Galileo.


 


21

















 


(b)                   any sum owing
by either party to the other pursuant to this Agreement shall be immediately
payable;


 


(c)                    the licences granted
under this Agreement shall immediately terminate and each party shall consent
to the cancellation of any formal licence in respect of any rights granted to
it, or of any registration of it in any register, under or pursuant to this
Agreement;


 


(d)                   any provision
of this Agreement which is expressed to continue in force after termination
shall continue in full force and effect; and


 


(e)                    subject as
provided in this Clause 20.6, and except in respect of any accrued rights,
neither party shall be under any further obligation to the other.


 


20.7              Galileo will use its
reasonable efforts to disconnect any Equipment from the Galileo System and to
remove the Rented Equipment (if any) from the Location(s) within 15 Business
Days of the termination of this Agreement. Pending such disconnection and
removal, the Subscriber shall not tamper with, damage or move the Equipment
provided by Galileo. Save where this Agreement is terminated for Galileo’s
breach, Galileo will be entitled to charge, and the Subscriber agrees to pay, a
disconnection fee for each Location which shall be commensurate with the amount
of Equipment installed at that Location, together with Galileo’s other direct
costs incurred in respect of the disconnection of the relevant Equipment and
pursuant to the termination of this Agreement.


 


20.8              The rights to
terminate this Agreement given by this Clause 20 shall not affect or prejudice
any other right or remedy of either party in respect of the breach concerned or
any other breach.


 


21                     CONFIDENTIALITY


 


21.1              The parties hereby
agree not to disclose any terms of this Agreement without the prior written
consent of the other party unless and to the extent such disclosure is required
by law or any relevant regulatory authority.


 


21.2              The Subscriber
undertakes with Galileo that, except as provided by Clause 21.3 or as
authorised in writing by Galileo it shall at all times during the continuance
of this Agreement and after its termination:


 


(a)                    keep
confidential all Restricted Information;


 


(b)                   not use any
Restricted Information for any purpose other than as contemplated by and
subject to the terms of this Agreement; and


 


(c)                    not make any
copies of, record in any way or part with possession of any material containing
or recording any Restricted Information, save as otherwise expressly permitted
under this Agreement.


 


22

















 


The Subscriber shall
ensure that none of its directors, officers, employees and other personnel,
representatives, agents or advisers does any act which, if done by the
Subscriber, would be a breach of this Clause.


 


21.3              The Subscriber may
disclose any Restricted Information:


 


(a)                    to any
employee or other personnel of the Subscriber to such extent only as is
necessary for the purposes contemplated by this Agreement and the Subscriber
undertakes to ensure that any employees or other personnel who are permitted to
have access to the Restricted Information are made aware prior to the
disclosure to them of the Restricted Information, or any part thereof, that the
same is confidential and that they owe a duty of confidence in respect thereof
to Galileo; or


 


(b)                   to the extent
required by law or any relevant regulatory authority.


 


21.4              The Subscriber shall
indemnify Galileo against any costs, claims, damages or expenses awarded
against, or incurred or agreed to be paid in settlement by Galileo as a result
of any unauthorised use of the Restricted Information or the Subscriber’s
failure to comply with the provisions of this Clause 21.


 


22                     FORCE MAJEURE


 


22.1              If any act of Force
Majeure occurs in relation to either party which affects or may affect the
performance of any of its obligations under this Agreement, it shall forthwith
notify the other party in writing of its nature and extent.


 


22.2              Except for any
obligation to make any payment on time, neither party shall be deemed to be in
breach of this Agreement, or shall otherwise be liable to the other party, by
reason of any delay in performance, or the non-performance, of any of its
obligations under this Agreement, to the extent that the delay or
non-performance is due to any Force Majeure of which it has notified the other
party, and the time for performance of that obligation shall be extended
accordingly.


 


22.3              If the performance
by either party of any of its obligations under this Agreement is prevented or
delayed by Force Majeure for a continuous period in excess of 1 month, the
other party shall be entitled to terminate this  Agreement with immediate effect by giving written notice to
the party so affected.


 


23                     NOTICES


 


23.1              Any notice required
or authorised by this Agreement to be given by either party to the other must
be in writing and may be:


 


(a)                    delivered by
hand; or


 


(b)                   sent by
pre-paid registered post; or


 


23

















 


(c)                    sent by fax
transmission,


 


to the other party at the
address or fax number appearing in Section A of this Agreement, or to such
other address or fax number as may be notified in writing by that other party
from time to time in accordance with this provision.


 


23.2              Any notice sent by
post in accordance with Clause 23.1 shall be deemed to have been received on
the second Business Day after being posted. Any notice delivered by hand or
sent by fax transmission shall be deemed to have been received on the day of
delivery or transmission where such delivery or transmission takes place before
5.30 pm on a Business Day, or on the following Business Day where delivery or
transmission takes place on a day not being a Business Day or after 5.30 pm on
a Business Day.


 


24                     NATURE OF THE
AGREEMENT


 


24.1              Galileo shall have
the right to assign, subcontract or otherwise delegate all or any of its rights
or obligations under this Agreement.


 


24.2              The Subscriber shall
not assign this Agreement or any right or obligation hereunder without the
prior written consent of Galileo which shall not be unreasonably withheld or
delayed.


 


24.3              In the event of any
permitted assignment this Agreement shall continue to bind the successors in
title and assigns of the relevant parties.


 


24.4              No term of this
Agreement shall be enforceable under the Contracts (Rights of Third Parties)
Act 1999 by any person other than the parties to this Agreement, except to the
extent that this Agreement expressly provides for that Act to apply to any of
its terms. Notwithstanding that any term of this Agreement may be or become
enforceable by a person who is not a party to it, the terms of this Agreement
or any of them may be varied, amended or modified or this Agreement may be
suspended, cancelled or terminated without the consent of any third party.


 


24.5              Nothing in this
Agreement shall create, or be deemed to create, a partnership, or the
relationship of principal and agent, between the parties.


 


24.6              This Agreement may
not be modified except by an instrument in writing duly executed by or on
behalf of the parties.


 


24.7              This Agreement
supersedes any previous agreement or arrangement between the parties or any of
them relating to the subject matter of this Agreement, and any such agreement
or arrangement shall, with effect from the Effective Date, be deemed to be
terminated by mutual consent of the parties; and, except for any accrued right
or liability of any of the parties at the Effective Date, none of the parties
shall be deemed to have any further right or obligation, or any accrued right
or liability, under any such agreement or arrangement.


 


24

















 


24.8              Each party
acknowledges that, in entering into this Agreement, it does not rely on any
representation, warranty or other provision except as expressly provided in
this Agreement, and any conditions, warranties or other terms implied by
statute or common law are excluded to the fullest extent permitted by law, but
nothing in this Agreement shall affect the liability of any party for any
fraudulent misrepresentation.


 


24.9              If any provision of
this Agreement is held by any court or other competent authority to be invalid
or unenforceable in whole or in part or is so rendered by any applicable code,
regulation or law, such provision or the relevant part of the affected
provision, as the case may be, shall be deemed deleted without prejudice to the
remainder of the affected provision and the remaining provisions of this
Agreement which shall continue in full force and effect notwithstanding such
deletion and the parties shall promptly after such deletion negotiate in good
faith to agree a substitute provision or provisions complying with the said
code, regulation or law.


 


24.10        No failure or delay by
either party in exercising any of its rights under this Agreement shall be
deemed to be a waiver of that right, or otherwise prejudice, affect or restrict
the rights or remedies of that party in relation to the other party, and no
waiver by either party of a breach of any provision of this Agreement shall be
deemed to be a waiver of any subsequent breach of the same or any other
provision of this Agreement.


 


24.11        This Agreement may be
executed in more than one counterpart and shall come into force once each party
has executed such a counterpart in identical form and exchanged it with the
other party.


 


25                     SURVIVAL


 


Clauses 17, 18, 20, 21,
26, 27 32, 34.6 and 37.4(b) shall in all cases survive the expiration,
termination or cancellation of this Agreement.


 


26                     DISPUTE ESCALATION
AND RESOLUTION


 


26.1              Prior to commencing
formal legal proceedings (other than where injunctive relief is appropriate),
the parties shall refer by notice in writing any dispute between the parties
arising out of or relating to this Agreement to their respective contract
managers for resolution. The contract managers shall negotiate in good faith to
attempt to resolve such disputes. Where a party to this Agreement seeks but
fails to secure injunctive relief this will not be considered to be a breach of
this Clause 26.1.


 


26.2              If any dispute
cannot be resolved by the contract managers within 21 days (or such other time
as agreed in writing between the parties) after it has been referred to them,
the dispute shall be referred to the current Country Manager of Galileo and a
suitable individual nominated by the Subscriber (which in the case of the
Subscriber being a company, shall be a director of the Subscriber), who shall
negotiate in good faith to resolve such disputes within a further 21 days or
such time as agreed in writing between the parties.


 


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26.3              Should the
respective directors be unable to resolve any dispute in accordance with  Clause 26.2 the parties shall then
proceed to mediation in accordance with the Centre for Dispute Resolution
(CEDR) Model Mediation Procedure. If the parties have not settled the dispute
by mediation within 42 days of the execution by the parties of a mediation
agreement (save where agreed in writing between the parties) then Clause 27
shall apply in respect of that dispute.


 


26.4              For the avoidance of
doubt, use of this dispute resolution procedure will not constitute a waiver of
any right of either party to issue proceedings or make any claim in respect of
this Agreement where the parties have been unable to resolve this dispute by
the procedures set out in this Clause 26.


 


26.5              Unless concluded
with a written legally binding agreement, all negotiations (including any
correspondence, discussions, exchanges or offers) connected with any procedures
set out in this Clause 26 shall be confidential (save that the parties may
disclose the same to their respective legal advisors and any mediator) and
neither party shall be entitled to disclose information regarding the conduct
of such procedures or negotiations in any future proceedings.


 


27                     GOVERNING LAW


 


This Agreement shall be
governed by English law and the parties irrevocably submit to the exclusive
jurisdiction of the English courts.


 


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SECTION C – RENTED
EQUIPMENT


 


28                     RENTAL


 


28.1              The Rented Equipment
shall be rented to the Subscriber for the Minimum Rental Period commencing at
the time of deliver of such equipment to the Subscriber or its agent or
representative, whether at the Location(s) or otherwise and ending on the
termination of this Agreement or the expiry of the Minimum Rental Period,
whichever occurs first.


 


28.2              The Rented Equipment
will not necessarily be new.


 


28.3              The Subscriber shall
not sell, sub-let, pledge, charge or part with possession or control of or
otherwise deal with the Rented Equipment or any interest therein, nor permit
any lien or other encumbrance to be created on the Rented Equipment.


 


28.4              The Subscriber shall
not:


 


(a)                    use the Rented
Equipment to access any CRS other than the Galileo System; or


 


(b)                   cause or allow
the Rented Equipment or any part thereof to be attached or affixed to any land
or building so as to become a fixture; or


 


(c)                    remove or move
any Rented Equipment from the Location(s) without Galileo’s prior agreement.


 


28.5              The Subscriber shall
only be entitled to use the Rented Equipment as recommended by Galileo and
shall not attach any other hardware to the Rented Equipment or install any
software on the Rented Equipment without Galileo’s prior written approval.


 


29                     REPAIRS


 


29.1              The Subscriber
agrees that neither the Subscriber nor any third party will undertake
maintenance, repair work, alterations, modifications or connections of any
nature whatsoever of or to the Rented Equipment without the prior written
consent of Galileo.


 


29.2              Galileo may in its
sole discretion choose to replace the Rented Equipment rather than repair any
defect in it.


 


30                     CONSUMABLE
ITEMS


 


Consumable items
including but not limited to data recording tapes, floppy discs, printer
ribbons, print heads, toner and stationery will be supplied once only as part
of the Rented Equipment when it is delivered to the Subscriber.


 


27

















 


31                     INSURANCE


 


31.1              The Subscriber shall
at its own expense take out and maintain insurance against all usual risks
relating to loss of or damage to the Rented Equipment for the full replacement
cost thereof, from the time of delivery to the Location(s) until they are
re-delivered to Galileo in accordance with this Agreement.


 


31.2              The Subscriber shall
keep the Rented Equipment secure and use its best endeavours to avoid any
damage to or loss of the Rented Equipment. In the event of any loss of or
damage to the Rented Equipment:


 


(a)                    the Subscriber
will immediately notify both Galileo and the insurer in writing of such loss or
damage;


 


(b)                   a duly
authorised signatory of the Subscriber shall confirm in writing that it shall
reimburse Galileo for the full replacement cost or repair of the lost/damaged
Rented Equipment;


 


(c)                    upon receipt
of the confirmation referred to in Clause 31.2(b) above, Galileo will arrange
to repair or replace the lost/damaged Rented Equipment as soon as reasonably
practicable;


 


(d)                   the Subscriber
will thereafter hold such repaired or replaced Rented Equipment upon the terms
and conditions of this Agreement;


 


(e)                    notwithstanding
Clause 31.2(b) above, the Subscriber will pay to Galileo the repair or
replacement costs of the lost/damaged Rented Equipment; and


 


(f)                      provided
Galileo has received the sum referred to in Clause 31.2(b) above, the
Subscriber shall be entitled to retain the insurance monies received under the
relevant insurance policy.


 


32                     EARLY
TERMINATION


 


32.1              If this Agreement is
terminated before the end of the Minimum Rental Period for any item of Rented
Equipment for any reason other than Galileo’s material breach of this Agreement
(where such material breach is not capable of remedy in accordance with Clause
20.4) or insolvency or Force Majeure, then in consideration of the Charges for
such item(s) of the Rented Equipment being calculated on the basis of a 3-year
minimum term (5 years for ATB ticket printers), which basis is hereby agreed
and accepted by the Subscriber, the Subscriber shall pay Galileo a sum
equivalent to all Charges in  respect
of the rental of such item(s) of the Rented Equipment that the Subscriber would
otherwise have had to pay during the remainder of the relevant Minimum Rental
Period, discounted by 10% to reflect early payment of sums that would have fallen
due in the future. The Subscriber shall pay this sum within 30 days of the
termination of this Agreement and acknowledges that such amount is a genuine
pre-estimate of Galileo’s losses as a result of such early termination.


 


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