1. PREAMBLE

1.1. General Terms of Service and Annexes hereto are an inseverable part of the Agency Agreement concluded by and between the Agency and the Principal. These General Terms of Service and the Agency Agreement shall be used and construed as concurrent conditions governing the relationships between the Principal and the Agency.

1.2. The General Terms of Service and the Agency Agreement shall be hereinafter collectively referred to as the “Agreement”.

1.3. If you have any questions concerning this Website, please refer to the Customer Care Service:
Tel: +380442388298
Email: [email protected].

2. DEFINITIONS

2.1. “Agency”, “Principal” / “we” shall mean Sabre Ukraine Limited Liability Company, a legal entity, duly constituted, incorporated and operating pursuant to the laws of Ukraine, identification number: 39967179, located at 15 Turhenivska St., Kyiv 01054, and is the Agency which maintains the Website and enables Agents to book travel and other services by means of technical capabilities of the Website.

2.2. “Ticket Form”, “Ticket” shall mean an electronic digital document, which is sent by CTN System as a confirmation of successful Booking. The term “Ticket Form” is a general term and refers to various types of Services. The type of a Ticket Form (“e-ticket / itinerary receipt”, “electronic voucher”, “ticket”, “policy”, “ticket form”, “electronic receipt”, etc.) depends on the type of an ordered Order. A Ticket Form in the form of a copy of an electronic document is sent to the Agency’s email address, and/or, as a general rule, is available in the “My account” section. Depending on the type of carriage and a Supplier’s requirements, some Ticket Forms must be exchanged at the corresponding booking offices of Suppliers to receive a Service. A Ticket Form is generated by the Agency or directly by a Supplier and (i) is stored in the Supplier’s system, in CTN System; (ii) contains a full set of data on the Supplier’s service; (iii) attests to the purchase of the Supplier’s service or its Booking; (iv) testifies to the right of the persons (Customers, Passengers), specified in the document, to use the Supplier’s service; (v) obliges the Supplier to render the service.

2.3. “Booking” shall mean a CTN System’s automatic assignment (reservation) to a Customer on the basis of the Order placed by the Agent. A service, selected by the Agency as a result of an Order, is removed from general sale for the period determined by the Supplier (usually from 15 minutes to 12 hours). Any Order acquires the status of “Booking” and will be considered as accepted by CTN System only upon the combination of two factors: 1) receipt of payment for the Services/confirmation of the Order from the Agency; 2) receipt of the Agent’s confirmation of the Service included in the Order and authorization of the issuance (ticketing) of the Ticket/Ticket Form. CTN System automatically issues the corresponding Service and sends the Ticket Form/Ticket to the Agent’s email address based on the confirmed Booking.

2.4. “You” / “Agent” shall mean an Agent which is a party to the Agency Agreement, a physical entity, who is an Agent’s representative / employee using the Website and issuing an Order / Booking according to the terms and conditions set out herein.

2.5. “Order” shall mean an Agent’s request, duly issued in CTN System, for the purchase of a certain volume of Services in the name of a Customer, selected by the Agent on its own and upon the Customer’s request in CTN System with the intention to make a payment.

2.6. “Content” shall mean any text content related to Services, put on CTN System or provided to the Agency by other means of communication, administration, transfer and redirection of information, including, but not limited to, URL addresses, login data, passwords, names, text description, images, graphic drawings, notes, multimedia, trademarks, logos, as well as reference information, fares, taxes, penalties and fees, Fare Rules/Service Provision Rules, Rules for Booking Cancellation and Change, seat and room availability, flight timetables, methods of payment for Services, and other information provided by Suppliers / the Agency. The Content shall deem to be Confidential Information unless otherwise arise out of the subject of the Content for the purposes of sale of Suppliers’ services.

2.7. “Agency’s Office Hours” shall mean office hours of the Agency: 10.00-19.00, other than a Saturday, Sunday and a public holiday, during which the Agency’s employees, except for Customer Care Service representatives, perform their duties. The Agency and the Agent may additionally stipulate other conditions of work of the Customer Care Service in the Agency Agreement.

2.8. “Payment System” shall mean a payment organization, participants of payment system and the aggregate of relationships, which arise out during the transfer of the funds for services available for purchase on the Website, from the Agency to the Agency/Supplier.

2.9. “Payment Infrastructure Service Operator” shall mean a clearing organization, processing institution and other entities authorized to provide separate types of services in payment system or carry out operation, information and other technological functions related to the transfer of the Agent’s moneys for the services purchased on the Website, which have necessary licenses and permits for the transfer of funds and act based on the agreement with the Agency / Supplier.

2.10. “Service Supplier” shall mean:

(i) a legal entity (sole trader), which is a performer of Services offered for sale in CTN System.

(ii) a legal entity (sole trader), which is an intermediary (agent, etc.) between the Customer and final provider of Services. The Parties have agreed that the list of Suppliers may change at the Agency’s discretion and at any time.

2.11. “My Account” Section” shall mean a closed section of the Website, available only to the Agents who have registered/logged in, which includes the following sections:

(i) “My orders” contains information on all placed Orders/Bookings on the Website;

(ii) “Customer details” is the section where the Customer’s details are stored and edited;

(iii) “Passenger details” is the section where the Customer’s details are stored and edited;

(iv) “Account settings” is the section for changing the Agent’s personal data, including the password for logging in to “My account”.

2.12. “Website” shall mean a website owned by the Agency, on the Internet at https://contenttravelnetwork.com/en, with access provided to the Agents while logging in, together with all the pages, software enabling the display of information on Supplier’s Services / Agency Services and providing a technical possibility of the creation of an Order / Booking via CTN System available on this Website, in accordance with the terms and conditions hereof.

2.13. “CTN System” shall mean an online information system owned by the Agency and created for online search, booking, and issuance (ticketing) of various Services, accessed by the representatives (employees) of the Agent via the Website by means of access credentials granted by the Agency. CTN System contains data on the full list of Services available for Order / Booking and purchase on the Website (including flight timetable, baggage allowance, categories and specifications of vehicles (for carriage services), data on the types of vehicles, seat availability, Supplier’s fare, rules of application thereof, Fare Rules/Service Provision Rules).

2.14. “Customer”, “Traveler”, “Passenger” shall mean a person, who is an end consumer in the name of whom the Agent issues a Service. Upon the Agent’s placement and creation of an Order and issuance (ticketing) of a Ticket/Ticket Form in the name of a Customer to receive a particular Service, the Customer acquires the corresponding status with respect to the Supplier (e.g. Passenger, etc.).

2.15. “Service” shall mean a combination of actions provided by the Supplier to the Customer upon the Agent’s creation and payment/payment confirmation of an Order. The volume, conditions and period of provision of a Service is selected by the Agency, on its own, in the name of and on behalf of the Customer during the placement of the Order for options provided in CTN System. Services available for sale to the Agent via CTN System are specified in the Agency Agreement. The term “Service” used herein is a general term and includes various types of services of Suppliers. If any provisions hereof, which refer only to carriage, are used, the term “Carriage Service” is used. According to the terms and conditions hereof, Suppliers are not obliged to provide Customers with any services, other than those specified in a Booking. Supplier’s Services/Agency Services may collectively or separately be used (referred to) as “services” herein.

2.16. “Agency Services” shall mean a combination of actions provided by the Agency and shall include: (i) publication of information about Services on the Website; (ii) ensure technical possibility for the placement of an Order/Booking through CTN System; (iii) provision of additional options during the purchase of Services or at the stage of post-sale support (void/refund/change/cancellation of a Booking). The volume and price of Agency Services shall be agreed by the Parties in the Agency Agreement. An Agency Service shall be deemed to be duly and fully provided by the Agency: (i) upon the display of information on the paid order/confirmed Booking in the “My account” section of CTN System and the provision of the option of downloading the Ticket Form of the paid Order/confirmed Booking, or (ii) upon sending the corresponding Ticket Form/Ticket for the confirmed Booking to the Agent’s email.

3. GENERAL TERMS AND CONDITIONS OF THE AGREEMENT

3.1. Subject matter. The Agency engages and the Agent shall, for remuneration, on behalf of and at the expense of the Agency, render intermediary services and make every commercial effort to advertise, promote and issue Services (Tickets, etc.) provided for sale in CTN System during the term of the Agency Agreement, under the terms and conditions specified in the Agency Agreement, this Agreement, applicable laws. The Agency shall accept and pay for services provided by the Agency according to the terms and conditions agreed in the Agency Agreement.

3.2.The Agency shall fulfil its obligations hereunder according to its own business terms and conditions, conditions of relevant Supplier, and only upon receipt of a response and confirmation of the possibility of sale of the Service (including temporary scopes for the sale of the Service, price of the Service, authorization of the issuance (ticketing) of the Service according to the Order, etc.). The Agent shall unconditionally accept such terms of service hereunder.

3.3. Integrity of the Agreement. This Agreement, Agency Agreement, Service Provision Rules/Fare Rules, as well as any Agency’s policies and notices, which are related to and arise out of the terms and conditions hereof, may be available on the Website or emailed when creating an Order and at any time, and shall constitute an integral agreement between you and the Agency.

3.4.The information, which is set out in the “Information” section, contains general information on the Services put on the Website, and shall be used as a general manual for the use of the Website and ordering of Services. Please note that the information, published in the “Information” section, shall be checked with the Customer Care Service or with the Supplier.

3.5. Amendments to the General Terms of Service. The Agency shall notify the Agent of the amendments to the conditions of this Agreement by email, at least fifteen (15) working days before the amendments (new version) hereof take effect. If the Agent does not agree to the amended conditions (new version) of this Agreement, the Agent has the right to terminate the Agency Agreement within fifteen (15) working days upon receipt of the Agency’s corresponding notice of the amendments (new version) hereof. Otherwise, the amendments (new version) shall be deemed to be accepted by the Agent.

3.6. “Service Provision Rules” / “Fare Rules” are the terms and conditions of Suppliers, according to which booking, purchase, use, cancellation, change and/or refund for the corresponding Service are carried out, which are obligatory to get acquainted with, be agreed and fulfilled by the Agent and Travelers before the issuance of an Order / Booking. The Service Provision Rules and the Fare Rules are determined by Suppliers according to their own commercial terms, and corresponding requirements of the law and international rules which may be applicable to such type of Services. The Agency is not in any way involved in the development of the text, conditions and type of the Fare Rules / Service Provision Rules. The Fare Rules / Service Provision Rules, available during the creation of an Order (step of the booking dialogue), may be in English and with available automatic translation into the language you select. When placing an Order, you agree with such terms and conditions of provision of the Service Provision Rules/Fare Rules and shall acquaint yourself therewith, as well as consult on the content, conditions and correctness of the translation into the language you select before you create your Order. For more details on the terms and conditions set out in the Service Provision Rules/Fare Rules, contact, please, the Customer Care Service. The created Order confirms the Agent’s/Traveler’s unconditional consent to the Service Provision Rules/Fare Rules. When creating an Order for one or more Services, you shall check for any discrepancies in the Service Provision Rules/Fare Rules for each separate Service.

3.7. The Agent hereby confirms that the terms and conditions of this Agreement, Service Provision Rules / Fare Rules for each separate Service, and any other notifications and information put on the Website are set out in a clear, comprehensive, unambiguous, explicit and accessible way. For more details on the information set out on the Website and in the Agreement, please refer to the Customer Care Service.

3.8. All Customers’ requests and claims about Services shall be written in Ukrainian. The Agent shall be responsible for the translation of Travelers’ requests into Ukrainian, without any costs and compensations incurred by the Agency. The Agent shall ensure the translation of Customers’ claims into English if such requirement is stipulated by Suppliers.

3.9. Preconditions for the provision of Services. The Agency, acting as an agent (intermediary), provides the possibility of ordering a Service on the Website under partnership, agency, subagency and other agreements with Suppliers. When placing an Order on the Website, Customers enter into direct contractual relationship with Suppliers. Upon your placement of an Order, the Agency shall solely act as an agent (intermediary) between the Customer and the Supplier. The Agency only submits the details of your Order and is not a supplier or co-provider of the Services you ordered, as well as cannot influence the terms and conditions of the provision of the Service by the direct performer and shall not be liable for a breach of the conditions of Service provision. Responsibility for the provision of Services shall solely rest with the Supplier. The Agency shall not be liable for the authenticity of the information provided by Suppliers.

4. ACCESS TO CTN SYSTEM

4.1. Upon signing the Agency Agreement, the Agent is granted access to the “My account” section (an individual access key, login and password), as well as the operator’s manual “Content Travel Network User Guide”. The date and time of the Agency’s confirmation of Agent’s access to CTN System shall be deemed to be the commencement of fulfilment of the obligations hereunder. All the Orders / Bookings placed with the use of the individual access key to CTN System, shall be deemed to be made by the Agent, and the Agent shall be fully and solely responsible for such Orders. All costs related to the technical provision of access to CTN System shall be at the expense of the Agent. At the request of the Agency, the Agent shall provide the Agency with the data necessary for connection to CTN System.

4.2. The Agency shall, at its sole discretion, determine the Agent’s methods of access to CTN System, as well as their parameters and configuration, portfolio of Services available to be sold by the Agent, methods and means of payment, methods of payment transaction verification, ways of setting limits and debiting funds from the Balance (if applicable), etc., as well as may, at any time, change the configuration of CTN System upon notifying the Agent thereof.

4.3. The Agent shall be liable for maintaining the confidentiality of its individual access key to CTN System, as well as for all the actions committed by using thereof, and shall immediately notify the Agency of any suspicion of unauthorized access or unavailability of access to the Agent’s “My account”. The Agent shall guarantee that each entity, who has received the individual access key to CTN System, shall keep it confidential, use it within the scope stipulated herein, and shall not transfer it to any third party for any other purposes. In case of loss (divulgement) of the individual access key to CTN System, the Agent shall require the Agency to suspend the access to CTN System or change the access credentials to CTN System. The Agency shall block or change the access credentials to CTN System based on the Agent’s written notification sent to the Agency’s email address within one (1) working day of receipt of the Agent’s information on the loss (divulgement) of the individual access key to CTN System.

4.4. The Customer shall be responsible for keeping the information exchanged between the Parties, as well as with the use of CTN System, confidential, and undertakes to take all reasonable measures to prevent third parties’ unauthorized access to the said information.

4.5. The Agency shall provide the Customer with access to CTN System on an “as is” and “as available” basis. The Agent is provided with the specific portfolio of Services available for sale in CTN System. The Agent recognizes and agrees that CTN System displays the Services and the Content owned and (or) administered by Suppliers and (or) third parties. According to the abovementioned and based on the contractual relationship between the Agency and such Suppliers / third parties: (i) some Services or Content, available to the Agency or the Agency Affiliates, may be unavailable to the Agent for sale, and (ii) certain Services or Content to which this Agreement is initially applied, may be changed (enhanced, amended or deleted) or no longer be available to the Agent for sale via CTN System. Any such non-availability or change may occur at any time without notifying this Agent, which does not constitute a breach of the Agreement, and without liability to the Agency. The Agency disclaims any and all warranties, express or implied, warranties with respect to the data, Content and Services available for sale in CTN System, but only confirms that it uses all reasonable endeavors to correctly transfer and display the data in CTN System.

4.6. The Agency may determine and require the Agent, from time to time, to use the defined equipment (availability of technical specifications and security parameters (including, but not limited to, antivirus software)) for working in CTN System. If the Agent’s use of the equipment, which does not comply with the Agency’s requirements, results in any damage incurred by the Agency, the Agent shall compensate the Agency for all the damages incurred.

4.7. The Agency reserves the right to block / suspend the Agent’s access to CTN System if the Agency, at its own discretion, determines that that the volume of queries originating from the use of CTN System, is unduly burdening the System (or any of the associated systems, network devices or data); and / or creating capacity-related issues or resulting in any additional costs of the Agency (including costs for look-to-book queries). The liability for any damages caused by such blocking / suspension shall be solely vested in the Agent. The Agency will notify the Agent of any such restrictions by sending the corresponding notice, and the Agent shall make any necessary changes to the way of interaction with CTN System. If the Agent fails to do so, the Agency reserves the right to terminate this Agreement at no cost to the Agency.

5. RULES AND CONDITIONS FOR USE OF THE WEBSITE AND PROVISION OF SERVICES

5.1. Data Provision. You acknowledge that all the information, you entered on this Website, is true, accurate, relevant and complete. You undertake to timely update your contact or personal details entered in “My account”, to control their accuracy and relevance. You acknowledge that all the information about the Travelers you submitted when placing your Order, is true, accurate, relevant and complete. You shall check whether the changed data are stored, including the data on the Travelers, which differ from the data stored in “My account”, prior to the placement of an Order (update the Website page), before your confirmation of the Order and payment. You are fully and solely responsible for the information you transfer to CTN System to place an Order and confirm it. The information you submit to order Services, including personal and other data of the Travelers, shall be entered on your own, and therefore you undertake not to file any claims against the Agency related to the personal or other data incorrectly entered in your Order (e.g., claims related to errors made in passport data in an electronic digital document / ticket form).

5.2. Electronic means of communication. By submitting your contact details, you agree to use electronic means of communication, including, but not limited to: (i) email; (ii) and, if available on the Website, sms (hereinafter individually and collectively referred to as the following: sms, push notifications, Skype notifications, WhatsApp notifications, Viber notifications or any other message of another type or way of transfer at the telephone number you provided on the Website), when using the Website, placing an Order and receiving information on services, as well as give your consent to the electronic dispatch of notifications (email, sms notifications) related to the use of the Website, Order of Services.

5.3. The Agency shall not be obliged to check and shall not be liable for any incorrect or misspelled email address, or for incorrectly entered mobile phone number, or for the settings of your mail service (spam filters, etc.) and, for your failure to receive notifications of the placed Order/Booking, including, but not limited to, notifications of changes in flight date and (or) departure and arrival time, flight cancellation, etc. The Agent shall, on its own, or, if possible, the Customer Care Service shall, at the Agent’s request and upon the identification of the Agent, make changes to and correct the email address or mobile phone number (if such an option is available on the Website) in “My account”.

5.4.The Agency’s obligations to notify the Agent of the status of a Service shall be deemed to be fulfilled upon: (i) the display of information on the status of the Service in the “My account” section on the Website and provision of the option of downloading a Ticket Form of the Order / confirmed Booking, or (ii) submission of the corresponding confirmation of a Ticket Form of the Order / confirmed Booking to the Agent’s email address. The date and time, when submission cannot be cancelled by the Agency, shall be considered as the time when a notification of a Service was sent. Form this moment on the notification of the status of the Service shall be deemed to be received by the Agent. The Agency has the right to refuse the Agent to Change/cancel a Booking (if applicable) and an Order, which are being processed, if they are placed in breach of the terms and conditions stipulated by the Agency/Suppliers.

5.5. You acknowledge that the Agency may monitor (control) and record phone calls incoming to the Customer Care Service, and carry out the audit (check) of selected electronic correspondence to provide high-quality service, improve qualifications of the personnel, fulfil obligations or exercise and defend its rights and legal interests related to legal relationships arising out of this Agreement. You hereby expressly agree to such monitoring and record of phone calls.

5.6. Travelers shall be notified and agree that all correspondence regarding ordered services will be carried out through your “My account” section and your email / mobile phone. Also, you shall immediately and fully notify Travelers of any changes, additional information, cancellations, etc. relating to ordered services and any information on ordered services, which you received via email or SMS notifications or another available way. Liability for the consequences caused by such failure to notify, as well as for Travelers’ actions caused by such failure to notify shall solely rest with the Agent.

5.7. Change of Information on the Website. Prior to the confirmation of an Order, the Agency shall have the right, at its own discretion, to add new and/or reduce the number of Suppliers’ Services, Agency Services, functions; change design; add / reduce the number of payment methods available for payment for the Orders on the Website; make changes to the price of Services. The Website may contain certain discrepancies and outdated information, which is not relevant at the moment of placing an Order and is provided for reference only.

5.8. Error Correction. The Agency reserves the right to correct any explicit errors (including those in the financial information) on the Website and in the created Orders (paid and unpaid). If the price of Services, specified in your Order, is wrong, you will be offered the following options (if possible): (i) make changes to the Order by replacing the incorrect price with the correct one; or (ii) cancel the Order without any penalties.

5.9. The Agent shall ensure that the Travelers received the following sales and service provision terms and conditions in a clear and accessible way prior to the Agent’s placement of an Order. Liability for the consequences caused by such failure to notify, as well as for Travelers’ actions caused by such failure to notify shall solely rest with the Agent.

5.9.1. Service Provision Rules/Fare Rules, terms and conditions of the Service provision agreement, information on the liability of the corresponding Supplier and about the services they are being provided with, including information on the conditions of a refund / exchange (change) of Services, as well as other information on the terms and conditions of Service provision.

5.9.2. Requirements for identification documents, accuracy of issuance of necessary passport, visa and other data and documents required to place an Order for the relevant Services, entry, exit and transit visas (if required), as well as other documents necessary for the Travelers’ full use of the corresponding Service according to Suppliers’ terms and conditions, customs and border rules.

5.9.3. Terms and conditions of personal data processing. A Customer must confirm and give his/her consent to the Agent’s and Agency’s transfer of his/her personal data to any third party under any jurisdiction in any country in the world, for the purposes of provision of ordered Services by the Agency and the Supplier.

5.9.4. Information about the fact that the Services are rendered directly by Suppliers and the Service provision agreement (carriage agreement, insurance agreement, etc.) is concluded directly with the corresponding Supplier and not with the Agency.

5.9.5. Information on the limitation of Suppliers’ liability according to the international law and Suppliers’ internal rules.

5.9.6. Other terms and conditions which the Agency or the Supplier may, from time to time, stipulate for the sale of Services.

5.10. The Agent shall:

5.10.1. Provide all the necessary documents and information of the Traveler to CTN System. In case of failure to submit the documents and information required for placing an Order, CTN System may deny issuing Services.

5.10.2.Timely submit a request for the cancelation/refund/exchange (change) of the Services included in the Booking, upon the Customer’s corresponding request.

5.10.3. Provide Customers with Ticket Forms (itinerary receipts, etc.) according to the terms and conditions of their Booking. Changes to the forms of the documents which confirm the purchase of a Service (Ticket, etc.), can be made only upon receipt of prior written approval of the Agency.

5.10.4. Not make duplicate Orders / Bookings and fictitious Orders. The Agent shall not be entitled to place test Orders/Bookings without prior written consent of the Agency. If agreed, the Agency may provide the Agent with the rules for creation of test bookings to be strictly abided by the Agent. The Agent shall solely be liable for placing test, unconfirmed, fictitious or duplicate bookings and shall compensate the Agency for all the expenses and damages caused by such bookings and violation of the booking rules set by Suppliers.

5.10.5. Store: (i) the documents confirming settlements between the Parties, as well as paid penalties, stipulated by the Agreement and Annexes hereto, for the non-fulfilment / undue fulfilment of the terms and conditions hereof; (ii) the documents attesting to the payment made for sold Services, as well as other materials related to claim handling, during the term of this Agreement and within five (5) years of its expiry date.

5.10.6. Pay Suppliers all penalties for the Agent’s breach of booking terms and conditions within the term stipulated by the Agency. All the penalties imposed by Suppliers, which relate to the Services sold within the term of this Agreement, may be imposed on the Agent within the term of this Agreement and at any time upon its termination.

5.10.7. Give Customers a refund for changed/cancelled/refunded Bookings (if applicable) according to reports on refunded Bookings and pursuant to the effective law.

5.11. The Agent shall provide Customers with first-line customer support according to the corresponding rules, processes and instructions (updated and provided for the Agent); and shall be solely responsible to Travelers for the provision of such support. The Agency may provide recommendations/instructions on the quality of the Agent’s provision of services for Travelers. In case of any claims about Bookings received by the Agent (which are limited to the issuance of Tickets, as well as post-sale support) and which cannot be settled by the Agent through the first-line customer support, such claims shall be emailed to Agency (upon additional agreement of the Parties). The Agency shall take reasonable measures to assist the Agent in resolving such a Customer’s claim, as well as shall facilitate negotiations with Suppliers. The Agent shall not have the right to directly refer to Suppliers with regard to the Services issued through CTN System.

5.12. Putting the checkmark (“tick”) in the corresponding checkbox during the placement of an Order is sufficient evidence of your acquaintance with and consent to the terms and conditions set out herein, as well as conclusive evidence in any dispute. The placement of an Order and nominal putting of the corresponding checkmark (“tick”), i.e. without acquaintance with the terms and conditions set forth herein, may cause adverse consequences with respect to the Agent / Travel. Putting the checkmark (“tick”) in the corresponding checkbox during the placement of an Order, which attests to your acquaintance with and consent to the terms and conditions set out herein, is an unconditional and integral process of the placement of the Order. It is impossible to place an Order without such consent.

5.13. The information entered by the Agent when placing an Order is automatically stored in CTN System, Suppliers’ booking systems, for further confirmation of the Order and provision of the Services. Certain Suppliers may require the Customer to agree to and sign the waiver before using the Services, which they offer.

5.14. Change of Service Provision Terms and Conditions. All offers, prices, types and conditions of Service provision, as well as the Service Provision Rules/Fare Rules may be amended without notifying the Customer, limited / available according to timing, seat availability and terms of an advance Order, travel dates, minimum/maximum terms of stay in the point of destination, weekends and holidays, seasonal price fluctuating, waiting lists, as well as strikes and temporal unavailability of booking systems and / or may be changed due to the influence of other changes, conditions and restrictions. The Agency will inform you of the change of the terms and conditions, volume and list of services or of the impossibility of provision of the paid service, in whole or partially, provided that such information is received from the corresponding Supplier via email or sent at the mobile phone number (if available on the Website). Such notification is only a notification service of the Agency, and in case that such information was not received from the relevant Supplier, the Agency shall be exempted from the liability to the Customer as it is not a party to the agreement concluded between the Customer and the Supplier.

5.15. Commencement of Using (Receiving) Services. The Customers are obliged to timely (for instance, not later than the time stipulated by the Supplier) arrive in the place of Service provision and shall be solely responsible for their no-show or late arrival in the place of Service provision, or for the impossibility of using the Service due to their non-compliance with the terms and conditions of this Agreement and the Service Provision Rules.

5.16. Feedback. You acknowledge and agree that the feedback you leave on the Website or related to the Agency, as well as the feedback you leave on other web resources, social networks, directly or indirectly related to the Agency, may be publicly available and published on the Website, any other web resources, any social network for providing others with your experience of using the Service and the Website. You shall be fully and solely liable for your feedback and its content, and shall not specify your personal data or personal data of third parties; profanity or information which violates public order or third-party rights; information obtained in violation of intellectual property rights or which is illegally obtained; advertising and marketing materials of third parties; calls for participation in loyalty programs and other incentives. The Agency, at its own discretion, publishes or deletes feedback.

5.17. In case of the change of an issued Service (unused/partially used), a Supplier’s change fee or penalty may be applicable according to the Fare Rules/Service Provision Rules. The possibility and conditions for order change/cancellation/Service refund (non-refundable amount, penalties, fees, terms for refund) are calculated and stipulated directly by the Supplier according to the Service Provision Rules/Fare Rules without involving the Agency.

6. REPRESENTATIONS AND WARRANTIES

6.1. Each Party represents and warrants to the other Party that for the term of this Agreement it has the full corporate power and authority to enter into and perform its obligations under this Agreement; it has taken all corporate actions required by it to authorize, execute and perform this Agreement; this Agreement constitutes legally valid and binding obligations of each Party in accordance with its terms.

6.2. Neither term hereunder shall impose any exclusivity in relations between the Parties. The Agent does not obtain any exclusivity conditions hereunder. The Agency remains free to conclude any agreement with any entities, at its own discretion. In case of any potential conflict of interests, the Agency shall decide on the choice of the way of cooperation based on its own business decisions and interests.

6.3. Each of the Parties is an independent legal entity acting on its own behalf and under its sole responsibility and at its own risk. The Agreement is not intended to create between the Parties a relationship such as dependent agent relations or joint ventures. Neither Party shall make any commitments or take obligations in the name and on behalf of the other Party, save those which are not expressly provided hereunder. The Agent is an independent legal entity for all purposes, and will be responsible for its own taxes, fees and all other related expenses. Neither Party, nor its directors, officers, employees or representatives shall be deemed to be the dependent agents, employees or representatives of the other Party. The Agent provides the Services on its own equipment and is responsible for the accuracy of its work, as well as incurs the expenses related thereto.

6.4. The Agent shall be liable for the compliance with all applicable rules and conditions hereunder by its employees/representatives, who are granted access to CTN System, including for obtaining respective certificates and completion of trainings, which may be reasonably required for their work hereunder, including, but not limited to, the qualifications necessary for working with CTN System and for booking of Services.

6.5. Neither Party may fully or partially assign its rights or obligations hereunder to any third party without prior written consent of the other Party, except for assigning the Agency’s rights or obligations to the Agency Affiliates or third party upon notifying the Agent thereof. Notwithstanding the abovementioned, the Agency has the right, without prior written consent of the Agent, to assign or transfer its rights hereunder as a part of corporate reorganization, consolidation, change of ownership (shareholders) of the Agency or merger.

6.6. In case of reorganization, liquidation, bankruptcy or change of control or ownership in the legal entity of the Agent, the Agent shall inform the Agency at least 30 (thirty) calendar days beforehand, and the Agency, at its own discretion, may initiate termination of this Agreement without any indemnity to the Agent.

6.7. Each Party shall be exclusively responsible for all decisions on the recruitment of staff, including hiring, salary, compensation, discipline and termination. The Agent shall not be entitled to induce or attempt to hire any person that is involved in or was involved in service provision hereunder as a representative or an employee of the Agency or Agency Affiliates, at any time within the term of the Agreement and within twelve months upon its expiration, without prior written consent of the Agency.

6.8. The Customer agrees that the Agent / Traveler has no right, at any time, to: (i) take or omit to take any actions whatsoever, which may affect the contractual arrangements concluded between the Agency and Suppliers or any other third parties involved in the provision of Services; (ii) do or allow doing something that may cause the exclusion of the Agency from the process of ordering/booking a Service with any Supplier or any third party involved in the provision of Services; (iii) communicate or otherwise correspond with any other party in negative or detrimental manner regarding the Agency and / or its dealings with the Agent under this Agreement; (iv) attempt or endeavor to persuade and / or induce any Suppliers or any other third party engaged in the provision of Services to terminate any contract and / or agreement with the Agency, or otherwise reduce its dealings and/or business with the Agency; (v) share any information, which discredits the goodwill of the Agency / Supplier, as well any other information on the Agency / Supplier, which is not true. The Agent shall not be entitled to allow the violation of the requirements of the applicable laws, as well as morals and ethics. For the purposes of this clause, reference to the Agency includes Agency Affiliates.

6.9. The Parties acknowledge that the difficulties inherent to the use of the Internet, in particular, varying speeds and congestion in the network can cause interruptions and difficulties in accessing CTN System. The Agent acknowledges and agrees that the Agency cannot ensure continuous security and due data transfer through the Internet. The Agency expressly disclaims any assurances or guarantees that the System will function without errors, quickly, reliably and without interruption. The Agency shall not be responsible for periodic downtime of CTN System for maintenance, backup, force majeure, and other circumstances beyond its control or which are a normal part of the Internet business. No oral consultations or written information provided by the Agency, its employees, licensors or agents shall not constitute a guarantee; and the Agent shall not rely on any such information or advice.

6.10. The Agent undertakes to provide the Agency with documents and materials, which may be legally required, including for the purposes of taxation and payment hereunder, within three (3) working days of receipt of the Agency’s corresponding request.

6.11. Unless otherwise expressly provided for in this Agreement, the software and CTN System shall be provided by the Agency without any warranties, express or implied, including, but not limited to, implied warranties of merchantability or fitness for a particular purpose, as well as without any and all oral or written representations, offers or statements regarding the functioning of the software and CTN System, including, but not limited to implied warranties of merchantability or fitness for a particular purpose.

7. PERSONAL DATA PROTECTION

7.1. Each Party shall comply with the requirements of personal data protection stipulated by the law of Ukraine, and hereby assures that it will obtain necessary approvals and permits (and they will be valid within the term of this Agreement), which are required pursuant to the Ukrainian Personal Data Protection Act to fulfil its obligations hereunder.

7.2. The Agent shall duly notify the Customers/Passengers of and obtain their consent to collect, use, process, store and transfer their personal data according to the applicable law, requirements of this Agreement and shall ensure the protection of the Customers’/Passengers’ personal data pursuant to the law. The conditions of personal data protection are an inseverable part hereof and are set forth and available at the following link: https://contenttravelnetwork.com/en/avia/content/private.html

7.3. The Agent shall remain the owner of the Travelers’ personal data and grants the Agency the right to the processing and transfer of such personal data to fulfil its obligations hereunder and to ensure the provision of Services directly by Suppliers. The Agency has the right to transfer Customers’ personal data to any country in the world and to any third parties (including, but not limited to, Suppliers, banks, payment system operators, etc.), in the volume and to the extent necessary for the fulfilment of the obligations hereunder.

8. INTELLECTUAL PROPERTY RIGHTS

8.1. “Intellectual Property Rights”, “IP Rights” shall mean all present and future Intellectual Property rights or rights to, including, but not limited to: (i) any patent for inventions, utility models, designs, patent application for inventions, utility models, designs, trademarks (registered or unregistered), trademark applications, trade name; service marks (registered or unregistered), service mark applications, copyright (registered or unregistered), copyright application, trade secret, confidential information, know-how; processes, technology, development tools, ideas, concepts, data base rights, methodology, methods, algorithms, domain names, software design and architecture, testing procedures, design and functional specifications, technology and solutions, URLs, CTN System and Content, personal moral rights to the abovementioned personal data objects; (ii) any right to use or exploit any of the foregoing, and (iii) any other property or moral rights or intangible assets with any forms of protection in any territory or jurisdiction in the world.

8.2. The Parties confirm and understand that CTN System and the Content transferred based on this Agreement contain the Agency’s or third party’s IP rights (including Suppliers’ IP rights) according to the terms and conditions of this Agreement; the receiving Party shall not acquire any rights, titles or interests in or to any IP rights of the disclosing Party or third parties, except for the scope and content of the rights of use, which are limited to what is appropriate for the fulfilment of this Agreement. The disclosing Party confirms that it has all appropriate rights to transfer the IP rights hereunder. Neither Party shall take any actions to register and otherwise interfere in IP Rights of the other Party.

8.3. Exclusive IP Rights to CTN System and the Content belong to the Agency or the Agency Affiliates, or relevant licensors. Pursuant to this Agreement, the Agency or the Agency Affiliates shall not grant the Agent any exclusive IP rights to (and interests in the rights) to CTN System and the Content (including its further changes, updates, modifications and upgrades), in whole or partially. The Agent shall not be involved in developing, projecting and configuring CTN System and the Content, new tools and modules. The Parties have agreed that all Intellectual Property objects, including, but not limited to, works, inventions and designs created and developed by the Agency within the term of this Agreement, shall be the Intellectual Property of the Agency or the Agency Affiliates only. The Agency reserves all and any rights not expressly granted and transferred to the Agent hereunder.

8.4. The Agency shall grant the Agent access to CTN System and the Content, and shall grant the Agent a non-exclusive (simple), revocable, royalty-free license for a limited use of CTN System and the Content, for the purposes and within the scopes stipulated by this Agreement, only for:

(i) ensuring online search, booking, issuance of tickets (ticketing), as well as cancellation / change of a booking and ticket refund, unless other options are stipulated by the Supplier;

(ii) provision of the possibility of using the “Personal Account” section for the purposes of search, booking, issuance of tickets (ticketing), as well as cancellation/change of a booking and ticket refund, unless other options are stipulated by the Supplier;

(iii) provision of the option of creating reports on issued, cancelled and changed bookings, as well as issues and/or refunded tickets, in the “My account” section.

8.5. The license is valid within the term of this Agreement in the territory of Ukraine. The license, granted to the Agent hereunder, shall not be exclusive for the Agent. The Agent shall not have the right, in whole or partially, to transfer the rights of use of CTN System and the Content to third parties (enter into sublicense agreements) without prior written consent of the Agency. The Agency reserves the right to revoke and make amendments to the license granted hereunder, with immediate effect and at any time within the term of the Agreement.

8.6. The Agent shall not have the right (and shall not have the right to permit anyone else) to copy, adapt, reverse engineer, decompile, disassemble, change, modify, create derivative works, translate from one programming language into another or make any error corrections to CTN System and the Content in whole or in part thereof, including in the object code of software or database thereto. The Agent shall not take any actions or permit any occurrence that would create a lien or encumbrance on CTN System and the Content, or take any actions to register the rights to IP objects or otherwise interfere in the Agency’s IP rights. The Agent agrees to immediately notify the Agency of any third-party infringement on the Agency’s IP rights of which the Agent may become aware.

8.7. The Agent shall not be entitled to reverse engineer, display or use in any context or manner known and possible at the moment of the conclusion of the Agreement and in manner which will be known and/or possible upon the conclusion of this Agreement: the Content, trademarks (both registered and their applications in any country in the world), elements, design, types of print, logos or branding of the Agency, Agency Affiliates or any other third party (Supplier), unique text put on CTN System and the Content, and any misspelling or substantially similar or confusingly similar versions thereof, in any manner whatsoever and in any language (including, without limitation, in any meta tags, meta titles and meta description, search engine marketing or optimization (seo, smm), in contextual advertising, in any domain name, subdomain or sub folder, any other online/offline marketing or advertising, press releases, etc.) without first obtaining Agency’s or relevant third party's prior written approval.

8.8. The Agent shall not have the right to use any data published in CTN System and the Content, obtained directly by means of screen scraping, content scraping or from third parties, unless such right of use expressly approved by the Agency.

8.9. The Agency agrees that it shall not have the right to use the Agent’s information and materials for any other purposes, other than expressly specified herein. The Agent shall grant the Agency the right to use, including, but not limited to, change and publish (subject to circumstances) any Intellectual Property objects (including, but not limited to, trademarks, logos, branding) for marketing purposes, and any other technology for the interaction with the website and systems of the Agent, which is necessary for working in CTN System, as well for other purposes and within the scopes stipulated in this Agreement, in any territory and within the term hereof. The Agency shall have the right to refer to business relationships with the Agent (publish information on the Agency’s/Agency Affiliates’ websites, use marketing materials, brochures, etc.). In case of the Agent’s provision of the marketing policy, the Agency will use the Agent’s trademark and logo pursuant to the provided policy.

8.10. An e-ticket / itinerary receipt, ticket, electronic voucher, Ticket Form, Ticket or another electronic digital document, which confirms a booking and this Agreement, may be used only to receive Services / Agency Services and be printed on paper and copied with this purpose only.

9. CONFIDENTIALITY

9.1. “Confidential Information” means any commercial, operational, financial, marketing, technical or other information or data or (including this Agreement and information derived from this Agreement), trade secrets, data on IP Rights, Content and data analysis, work papers, regulations, technologies, methodology, algorithms, software design and architecture, testing procedures, market conduct, functional requirements for software, notifications and emails exchanged by the Parties, meeting agenda, negotiations, conversations, information on the persons involved in or mentioned during data and information sharing, passwords and access keys, or any other methods of access to the said data and/or information, which is related to the disclosing Party’s activities, its services, customers, partners, plans, business, finances, pricing formula, data provided or collected through CTN System, information of Agency Affiliates, officers, directors, employees, agents or representatives in any form or medium whether disclosed orally or in writing, provided or obtained via observing of the processes, before or after the date of this Agreement, together with any reproductions of such information in any form or medium or any part(s) of this information, regardless of whether it has been marked as confidential or not. Any provided Confidential Information is disclosed on “as is and as available” basis and without any warranties, express or implied.

9.2. The Receiving Party shall take all reasonable precautions, and in any event, not less than those precautions used to protect its own Confidential Information, to keep the Confidential Information it receives from the Disclosing Party in confidence and to protect it from disclosure. The Confidential Information shall be used by the Parties only to render services according to this Agreement, and in no case for any other purposes.

9.3. The Parties agree that they shall not disclose the Confidential Information or the fact of existence of such Confidential Information to any other party without the disclosing Party’s consent thereto, except for respective officers, directors, employees or agents, who have a commercially reasonable need-to-know of such Confidential Information. In this case, the disclosure of the Confidential Information shall be done subject to obligations equivalent to those defined in this Agreement, and the disclosing Party shall enter into a non-disclosure agreement with such officers, directors, employees or agents in a reasonably acceptable form containing obligations equivalent to those set out in this Agreement. Either Party may require the provision of respective non-disclosure agreements with the officers, directors or agents for compliance purposes. The receiving Party shall be fully responsible to the other Party for any breach of the terms of this Agreement by any person to whom disclosure is made, as if the receiving Party has breached the terms of this Agreement.

9.4. The Parties hereto agree that the Confidential Information shall not include any information which: (i) is already known to the receiving Party before receipt of the Confidential Information from the disclosing Party through a source other than the disclosing Party, without any obligations for Confidential Information protection and violations of this Agreement by the receiving Party, which can be proven with documents that are sufficient to demonstrate that the source of such Confidential Information is a third party; or (ii) is or becomes publicly known through no wrongful act of the receiving Party, which can be reasonably proven by the receiving Party; or (iii) is independently developed by or on behalf of the receiving Party without a breach of this Agreement and without the use of the Confidential Information of the disclosing Party, which can be reasonably proven by the receiving Party; or (iv) is approved for release by the prior written authorization of the disclosing Party.

9.5. If either Party receives a request for disclosure of the Confidential Information or its part, based on a legal requirement of the competent government authority or based on a court order in force, such Party shall commit the following: (i) promptly notify the other Party of the receipt of such request and supporting documents thereto; and (ii) consult with the other Party regarding feasible and legally available steps to reject or to minimize the disclosure; and (iii) disclose only such information which, according to the notice of the disclosing Party or its legal counsel, is required to be provided in accordance with the applicable law; (iv) make all reasonable efforts to obtain a reliable confidentiality guarantee of the information disclosed upon such request.

9.6. The terms of confidentiality remain in force during the term of this Agreement and always upon its termination for any reasons whatsoever for an indefinite period (indefinitely). The breaching Party shall indemnify the other Party in full for any direct or indirect damages (lost profit, damages in case of unauthorized access, which caused competitors’ receipt of advantages over the Agency, loss of turnover or profits, loss of goodwill or image, or consequences thereof) incurred due to the breach of confidentiality hereunder.

9.7. All rights to statistical data on the number of Services issued, refunded, changed by the Agent by means of CTN System, control system, analysis and processing of data on Services, booked through the Agent’s “My account” section in CTN System, belong to the Agency and are not confidential information. The Agency has the right, at its own discretion, to use such data and to provide Suppliers with the said statistical data at their request, and the Agent hereby gives its express consent to such conditions.

9.8. The terms of confidentiality are an inseverable part of this Agreement and are set forth and available at the following link: https://contenttravelnetwork.com/en/avia/content/private.html

10. FORCE MAJEURE

10.1. The Parties shall be exempt from liability for the partial or full non-fulfilment of their obligations hereunder if such non-fulfilment was caused by the occurrence of extraordinary circumstances and circumstances of insuperable force under the existing conditions (force-majeure), provided that these circumstances directly influenced the fulfilment of the Agreement.

10.2. The circumstances of a force majeure event shall mean, inter alia: natural disasters, actions or decisions of any government authorities, essential unfavorable amendments to the legislation, currency exchange restrictions, war, military actions, strikes, riots, and local or nationwide extraordinary circumstances, disruptions of electrical grids and communications networks, hacker attacks, server and software failures, and other circumstances that are out of reasonable control of the Parties.

10.3. Proper confirmation of the existence of the abovementioned circumstances and their duration shall be certified by the competent authority in the country it occurs. The Party referring to force majeure circumstances shall inform the other Party of the beginning and termination of such circumstances in writing within three (3) calendar days. The Party that does not notify of force majeure will forfeit the right to refer to such circumstances.

10.4. The Parties shall exert maximum efforts in order to eliminate force majeure in the shortest possible terms using all reasonable endeavors; renew the fulfillment of the obligations under this Agreement in the shortest possible terms as soon as force majeure ceases to exist or minimize its effect to the extent that the fulfilment of the obligations can be renewed; notify the other Party of renewal of the fulfilment of its obligations.

10.5.The Party shall not refer to commercial risks as to force-majeure circumstances. In particular, the non-fulfilment of the obligations hereunder, caused by: the appointment of temporary administration at the bank where the Party is served; imposition of a moratorium on the bank’s fulfilment of its obligations with respect to customers; financial or economic crisis; defaults; currency fluctuation; bans or other decisions of state authorities related to the restrictions of the activities of either Party hereto, etc., shall not be considered as force-majeure circumstances and shall not absolve of liability.

11. ANTI-FRAUD POLICY

11.1. The terms and conditions of the anti-fraud policy are inseverable part hereof and are set out and available at the following link: https://contenttravelnetwork.com/en/avia/content/antifraud-policy.html

12. CONSEQUENCES OF TERMINATION

12.1. On the expiry or termination of this Agreement for any reason whatsoever:

12.1.1. all IP rights, rights and tools of access to CTN System provided according to this Agreement shall immediately terminate;

12.1.2. according to the due instructions, each Party shall immediately return the other Party or destroy all the Confidential Information and the Content, as well as other data, documents and copies thereof disclosed or shared hereunder;

12.1.3. all invoices issued before or after the termination of the Agreement shall immediately be payable by the Agency within five (5) working days of invoicing by the Parties; the down payment (if applicable) unused by the Agent shall be returned to the Agent within these terms;

12.1.4. all Parties’ obligations with respect to issued (ticketed) Ticket Forms/Tickets, refund, exchange and cancellation thereof, etc., shall remain in force until the date of use thereof by Customers, and all monetary obligations must be paid by the Customer/Agent to the Principal or Suppliers with respect to the ordered Services.

13. GOVERNING LAW AND DISPUTE SETTLEMENT

13.1. All relations arising out of or related to this Agreement, in particular, which are related to its validity, conclusion, execution, changes, termination, interpretation of its terms and conditions, determination of consequences of declaring the Agreement void or violation of the Agreement shall be governed by this Agreement, the General Terms of Service, and when not regulated by the Parties, the effective law of Ukraine, international law, good business practices applicable to legal relationship of such king, as well as instructions, resolutions, recommendations and other acts of relevant international companies, which govern the provision of Services hereunder, shall apply.

13.2. In case of any disputes and disagreements arising under this Agreement, such disputes shall be settled by means of negotiations between the Parties. Either Party shall give the other written notice of a dispute, setting out its nature and full particulars, together with relevant supporting documents. The directors or management of each Party shall attempt in good faith to resolve the dispute.

13.3. If the Parties are unable to settle any such dispute within thirty (30) calendar days of receipt of notice from the other Party, the Parties agree that all disputes or claims will be resolved by the courts according to the jurisdiction and the procedural law of Ukraine.

13.4. At the same time, this clause shall not be construed to limit any rights, which either Party may have in addition to other remedies. Each Party has the right to other remedies available to her, including injunctive relief against the breach and threats of violation hereof, require the other Party to commit/cease to commit any action or refrain from any actions, in case of any violation or threat of breach of this Agreement.

14. LIABILITY AND INDEMNITY

14.1. In case of non-fulfilment / undue fulfilment of the undertaken obligations hereunder (hereinafter referred to as “breach of the Agreement”), the breaching Party shall be liable pursuant to this Agreement and applicable law of Ukraine. The breach of the Agreement is non-fulfilment or undue fulfilment hereof, i.e. fulfilment in breach of the terms and conditions determined by the content of this Agreement.

14.2. The breaching Party is obliged to compensate for damages incurred by the other Party due to such violation within the scope stipulated herein. Indemnification for damages shall not release the breaching Party from the fulfilment of the undertaken obligations hereunder, unless otherwise expressly provided for by the law of Ukraine or agreement between the Parties. According to the terms and conditions of this Agreement, the Parties shall not be responsible for any actions, errors, omissions, loss, injuries, death, property damage, accidents, delays, failures to fulfil or any other violations, or any consequential or indirect damages caused due to negligence, default, bankruptcy or any other actions or inactions of Suppliers or other entities involved in the provision of the Services booked by the Agent. The Principal does not provide any warranty with respect to Suppliers’ Services, financial status of Suppliers or indemnification by the Principal for any loss incurred as a result of the Supplier’s financial standing. In case of the Supplier’s default prior to the provision of a Service for the Customer, the Customer may claim damage compensation only against such Supplier or claim damage on the Supplier’s default insurance.

14.3. In case of the Agent’s breach of the provisions of Clauses 6.8, 8.7 hereof, the Principal has the right to limit the Agent’s access to CTN System and/or unilaterally and extrajudicially terminate the Agreement, and the Agent shall pay the Principal a penalty of UAH 20,000 for each violation of the provisions of Clauses 6.8, 8.7 hereof and shall compensate the Principal in full for all loss and damages incurred by the latter due to such breach, in which case settlement of the penalty does not exempt the Agent from the elimination of failures and indemnification for loss and damages caused by the violation of Clauses 6.8, 8.7 hereof.

14.4. The Agent shall be fully liable for the storage of the individual access key to CTN System, as well as for damages to the Principal and third parties which may be caused due to unauthorized use of the individual access key by the entities who have no right thereto. In case that the violation of Clauses 4.3, 4.4 hereof is detected, the Principal has the right to block access of all Agent’s employees/representatives to CTN System and/or unilaterally and extrajudicially terminate this Agreement, and the Agent shall pay the Principal a penalty of UAH 20,000 for each violation of the provisions of Clauses 4.3, 4.4 hereof and shall compensate the Principal in full for costs incurred by the latter due to Suppliers’ and / Customers’ claims, in which case settlement of the penalty does not absolve the Agent of the elimination of failures and compensation for loss and damages caused by the violation of Clauses 4.3, 4.4 hereof.

14.5. If the Agent does not fulfil its payment obligations stipulated in this Agreement and Annexes hereto within the agreed terms, the Principal, having notified the Agent, has the right to:

(i) impose a late fee in the amount of a double discount rate of the National Bank of Ukraine on the Agent per day of the overdue amount for each day of delay, in which case allocation of the late fee is not limited to the term determined by the provisions of Part 6 of Article 232 of the Commercial Code of Ukraine but continues until the Agent has fulfilled its obligations and, in any case, not less than three years. According to Article 259 of the Civil Code of Ukraine, the Parties agreed the statute of limitations applicable to the requirements for the imposition of a late fee (penalty, fine) for a period of three (3) years. Payment of the late fee does not absolve the Agent of settlement of the full overdue amount, the Agent shall pay the late fee with the main overdue amount. Attorney’s fees and court fees of the Principal incurred by the Principal for the collection of the outstanding overdue amount shall be at the expense of the Agent;

(ii) suspend access to CTN System without any compensations to the Agent;

(iii) change financial terms of cooperation hereunder (the amount of remuneration, settlement, etc.);

(iv) unilaterally reduce or increase the Agent’s authority;

(v) change the conditions of settlements, including the option of issuance of Suppliers’ services on down payment only;

(vi) unilaterally terminate this Agreement upon giving the Agent a five (5) calendar days’ notice prior to termination.

14.6. In case that the Agent failed to pay/confirm the payment of the Order created by it within the payment period, the Principal shall not be liable for the cancellation of such Order. The Agent confirms and agrees that the Principal shall not be responsible for any damages caused due to untrustworthy or incomplete information provided by the Agent to the Customer, as well as for untrustworthy, incorrect or incomplete information entered by the Agent in CTN System during the issuance of an Order. The Parties agree that the Agency renders Agency Services based on the information provided by the Agent. The Agent shall comply with all requirements for Ordering Services agreed by the Parties, provide the Agency with correct, complete and accurate information and shall be liable for all damages occurred due to its fault in connection with the violation of this Agreement, and shall indemnify the Agency for any claims and damages related thereto.

14.7. The Agent shall indemnify the Principal for all expenses and damage (actual damages, lost profit, penalties, etc.), which arose or may be incurred by the Principal, or which will be payable by the Principal to third parties / Suppliers, due to the breach of the Agreement by the Agent, including, but not limited to, the penalties of Suppliers, rejections / refunds to bank payment cards, damages due to fraud with bank payment cards, fictious or fraudulent bookings in CTN System, Customer’s violation of migration law of the country of destination / transit country, and (or) due to the Customer’s deportation, as well as other expenses which may be incurred by the Principal, if such circumstances are incurred due to the Agent’s violation of Booking rules and technologies, as well as terms and conditions hereof.

14.8. Contractual damage hereunder shall be compensated as soon as the Principal incurs damage and makes claims against the Agent for payment. The funds as a payment of penalties and compensations for expenses provided for by this Agreement and Annexes hereto shall be transferred to the Principal’s bank account specified in the Agreement, within three (3) working days of receipt of the Principal’s corresponding invoice.

14.9. According to the terms and conditions hereof, the Parties shall not be liable for any actions, errors (including, but not limited to Overbooking), omissions, loss, injuries, death, property damage, accidents, delays, failures to fulfil or any other violations, or any consequential or indirect damages caused due to negligence, default, bankruptcy or any other actions or inactions of Suppliers or other entities involved in the provision of the Services booked by the Agent. The Agency does not provide any warranty with respect to Suppliers’ Services, financial status of Suppliers or indemnification by the Agency for any loss incurred as a result of the Supplier’s financial standing. In case of the Supplier’s default prior to the provision of a Service for the Customer, the Customer may claim damage compensation only against such Supplier or claim damage on the Supplier’s default insurance.

14.10. Under no circumstances will the Principal or the Principal Affiliates be liable to the Agent for:

14.10.1. indirect damage and lost profit (including, but not limited to commercial damage, loss of clientele, disruption of business of any kind, loss of turnover or profits or anticipated savings, loss of contract or loss of opportunities, loss of goodwill or brand image or repercussions thereof);

14.10.2. any direct or indirect damage caused by a force majeure event or any other event beyond the control of the Company;

14.10.3. any claim from any third party based on any (alleged) infringement of third party's IP Rights; any act or omission of the Company, its employees, agents or sub-contractors for any claims or suits for IP rights infringement and any other claims that CTN System, or any part thereof, infringes any third party’s rights and is misleading, incorrect or non-compliant with the applicable laws in any territory or jurisdiction in the world;

14.10.4. any cost and expenses, including but not limited to court costs, attorneys’ or other professional fees and expenses, witness fees, settlement fees, and all other direct and indirect expenses and losses that may arise from the breach of this Agreement;

14.10.5. any direct or indirect damage arising directly or indirectly from the use or inability to use CTN System and/or caused by mistakes, omissions, interruptions, deletion of files or e-mail, loss of or damage to data, errors, defects, viruses, delays in operation or transmission, or any failure of performance of CTN System.

14.11. The Agent’s liability to the Agent and / or Customer for non-compliance of the terms and conditions of booking / issuance (ticketing) of Services, as well as their post-sale support are limited to the original price of a Service. If the Agency failed to book / issue a Service, it shall refund the Agent (add to the Balance) the original price of the Service according to the original Order, including transaction fees (both for the payment and refund).

14.12. In the event that the competent court determines that the Company is liable to the Agent for the breach of this Agreement, the liability of the Company is at all times limited to the indemnification of predictable, direct actual damage finally determined by a court order which has become legally binding. The Parties expressly agree that such limitation of liability hereunder (i) is reasonable, proportionate to the risks and to the benefits derived by each Party as a result of this Agreement, and (ii) is the condition of service provision under the financial conditions agreed herein; and (iii) in the absence of such limitation of liability, the terms of this Agreement would be substantially different.

14.13. In the event that CTN System fails to function in accordance with the terms provided hereunder, or if any other failure, technical or otherwise, occurs regarding CTN System, the Agent shall communicate the failure to the Principal and the Principal shall use reasonable efforts to eliminate failure as soon as technically possible. In this case, liability of the Agency is limited only to the elimination of technical errors of CTN System. The Agency shall not be liable for the technical errors in CTN System if the latter caused by the Agent’s actions/omissions.

14.14. The Agency has the right to set off mutual liabilities and reduce overdue amounts, damages, other penalties provided for herein and other sums payable to the Agency hereunder against any sums payable to the Agent without signing any additional documents by the Agent.

15. MISCELLANEOUS

15.1. The terms and conditions not governed by this Agreement are regulated by the terms and conditions of the Agency Agreement.

15.2. All notices and other communications under this Agreement shall be made in the Ukrainian language, in writing and shall be considered duly delivered if they are forwarded by means allowing a confirmation of both the dispatch and receipt of such notices. All such notices and other correspondence shall be delivered to the Parties’ addresses specified herein.

15.3. Email correspondence between the Parties via corporate email addresses specified in this Agreement or via other email addresses agreed by the Parties shall be deemed as official correspondence and shall constitute binding and conclusive evidence and must be considered appropriate when resolving possible claims/disputes arising out or with regard to the fulfilment of this Agreement.

15.4. Either Party agrees to regularly monitor the email addresses detailed in this Agreement. Any email that has not been rejected by the messaging server of the recipient or valid out-of-office email message received by the sending Party in response to such email will be considered to have been read within twenty-four (24) hours upon sending including all related attachments to the email. The Parties may agree on other timing for response to the emails regarding the processing of Orders.

15.5. The Parties agree, declare and undertake that all electronic and system records kept in CTN System shall constitute binding and conclusive evidence and must be considered appropriate when resolving possible claims/disputes arising out or in connection with the fulfilment of this Agreement.

16. CONTACT DETAILS

AGENCY:
SABRE UKRAINE LLC
Registration number: 3996717
This version of the Agreement is updated on March 28, 2019.
© contenttravelnetwork.com. All rights reserved.

ANNEX No.1
UKRAINIAN RAILWAY TICKET SERVICE

1. Definitions

1.1. Order Form: an issued ecteronic document which is ready for printout and contains a unique order number (order code). The Customer can receive a Ticket by providing an Order Form at a railway booking office located on the territory of Ukraine.

1.2. Ukrainian Railway Train Carriage Agreement: an agreement on passenger railway carriage, which is concluded between the Carrier, on the one hand, and the Customer as a passenger, on the other hand, upon the Agent’s placement of and payment for a Railway Carriage Service. Under the agreement the Carrier undertakes to carry the Passenger to the destination by providing a seat on the train, which follows the route, specified in the E-ticket/Ticket, and, if the railway Passenger carries baggage, to deliver this baggage to the destination as well.

1.3. E-ticket: an electronic travel document issued upon successful placement of an Order and payment/confirmation of payment for an E-ticket through the Agent, which contains information on the future trip and the baggage.

1.4. Electronic document on services: an electronic document, generated upon service issuance and successful payment / payment confirmation, which confirms the service order operation.

1.5. Electronic document on refund: an electronic document, generated upon successful refund of an E-ticket, which confirms the completion of refund for the unused E-ticket.

1.6. Boarding document: a visualized E-ticket, or parts thereof, on paper or an electronic storage device (mobile phone, personal computer, SD card, etc.), which contains a unique code and a unique number of the electronic travel document, the information pf which is scanned by a respective device or entered in a respective record form.

1.7. Ticket: a travel/carriage document issued on a special form at a railway booking office, based on an Order Form with a unique Order Number.

1.8. Order Number: a unique 16-character alphanumeric order number, which is specified on the Order Form. It shall be used as a ground for the Customer to receive a Ticket at a railway booking office, which is located on the territory of Ukraine.

1.9. Electronic Ticket Number: a unique 20-character alphanumeric number of E-ticket.

1.10. Carrier, Ukrainian Railway: Ukrzaliznytsia JSC, which provides passenger and baggage carriage services by railway.

2. General Provisions

2.1. As a general rule, it is possible to buy an E-ticket/Ticket on the Website 30-45 days prior the departure date (depending on the type of a train) and no later than it is stipulated by the Carrier’s rules. In case of any doubts, please consult regarding the possibility of E-ticket/Ticket purchase with the help of the Customer Care Service. The Agency shall provide the Agent with support service with regard to maintenance of CTN System.

2.2. The Agent shall notify the Agent of any changes and modifications in CTN System if they influence the Agent’s provision of Agent’s Services, by sending an appropriate notice to the email address of the Agent’s employee responsible for the fulfilment of this Agreement.

2.3. The Agency informs the Agent of scheduled and unscheduled suspension of operation of CTN System by sending the corresponding notice to the email address of the Agent’s employee.

2.4. Upon placement of an Order, the Agent:

(i) confirms that the Agent/Customer got acquainted with all the requirements defined in the Agreement and the information published on the Carrier’s website, as well as in the operator’s manual “Content Travel Network User Guide” (including, but not limited to, booking and Ticket/E-ticket refund rules) including, but not limited to, by the Procedure of provision of services of issuance of/refund for travel/carriage documents in passenger transportation and associated services of Carriers, the Rules of Passenger, Baggage, Cargo, and Mail Carriage by the Railway Transport of Ukraine approved by Directive No.1119 of the Ministry of Transport and Communications of Ukraine as of 27 December 2006;

(ii) confirms and agrees that any terms of Ukrainian Railway Ticket Service may be communicated just before the placement of an Order (at each step of a Booking), as well as may be sent via email at any time before or after placing an Order.

2.5. The person who used a Service and/or the person who is using an E-ticket/Ticket shall be responsible for the compliance with the rules, listed herein and the operator’s manual “Content Travel Network User Guide”.

2.6. The rules of baggage and animal carriage are defined by the Carrier and are available by the time of Order placement. The fare for baggage and animal carriage is communicated to the Agent upon the Agent’s choice of this service. Depending on the fare of an E-ticket/Ticket, the Passenger may carry certain volume of baggage free of charge. The Agent shall, on its own, get acquainted itself and the Customer with the rules of baggage carriage and accept it. The Agent shall, on its own, get acquainted itself and the Customer with the list of items prohibited from carriage and with the carriage requirements for certain carriages categories, as well as baggage allowance and rules of animal carriage.

2.7. The Agency shall not be liable to the Agent/Customer if, during placement of the Order, CTN System or the Customer Care Service did not provide information about the rules, procedure, and conditions of baggage carriage, and the Agent, before the confirmation of a Booking, has not got acquainted itself with the rules, procedure and conditions of baggage carriage stipulated by the Carrier under a certain fare.

2.8. The Agent shall not have the right to use CTN System only to receive information on schedules, seat availability and fares. If the Agent does not make any Booking of an E-ticket/Ticket within more than two (2) months or in case of an obvious discrepancy between the number of queries and the number of paid Orders/Bookings, the Agency has the right to suspend the provision of Services or unilaterally withdraw from the Agreement.

2.9. The Agent shall provide the Agent with necessary information and documents related to the subject of a request within two (2) calendar days of receipt of the Agent’s written request.

2.10. At the request of the Customer, the Agent shall provide an electronic document on service of issuance of a Ticket/E-ticket or on other services provided by the Agency directly to the Customer.

3. Price of Service

3.1. The price of an E-ticket/Ticket fare is defined by the Carrier. The Agency does not influence the Carrier’s fare policy.

4. Issuance of E-ticket/Ticket

4.1. The Agent places an Order and provides the Traveler with a confirmation of the Order such as:

(i) in case of a Ticket – an Order Form with an Order Number or an Order Number, which can be read and printed out. On the basis of the Order Form the Traveler can print Tickets out at an automated railway booking office located on the territory of Ukraine, no later than fifteen (15) minutes before train departure. If less than sixty (60) minutes prior to train departure, the booking of a Ticket is the only option;

(ii) in case of an E-ticket – a Boarding Document with an Order Number, E-ticket Number and two-dimensional barcode. It is impossible to book an E-ticket, if less than sixty (60) minutes before train departure.

4.2. All the documents provided to the Customer shall contain an Order Number and an E-ticket number which the Agent receives via CTN System. If the Carrier does not issue an Order Number due to technical errors, the Agent must contact the Customer Care Service. In this case, the Agency is not liable to the Agent/Traveler.

4.3. The period between the Agent’s placement of an Order and payment/payment confirmation shall not exceed thirty (30) minutes. In the event of a belated payment confirmation, the Order shall be automatically cancelled and the seats, specified in the Order, shall be offered for sale again.

4.4. For more details regarding the issuance of an E-ticket/Ticket, refer to the operator’s manual “Content Travel Network User Guide”.

5. Voluntary Ticket Refund

5.1. A ticket refund provides for a partial refund within the period stipulated by the Carrier. Unless otherwise agreed by the Carrier, a ticket is refunded via the “My account” section of CTN System or at railway booking offices. The method of refund depends on the type of a ticket:

(i) Ticket refund. It is possible to refund all tickets, specified in the Order Form, simultaneously (refund of only a portion of tickets is not possible) in the “My account” section of CTN System. If the Order Form has already been exchanged to a Ticket at the railway booking office, it may be refunded only at the Carrier’s booking offices.

(ii) E-ticket refund. Each particular ticket, specified in the Order, may be separately refunded in the “My account” section of CTN System.

5.2. When a ticket is refunded via the “My account” section of CTN System, the refundable amount shall be determined on a case-by-case basis less Ukrainian Railway charges, penalties of intermediaries, and Principal’s fee. A ticket refund shall be deemed to be completed only upon the Agent’s receipt of an electronic refund document by means of CTN System. The Agent is obliged to give the Customer a refund within 3 (three) working days.

5.3. When a ticket is returned at the Carrier’s booking offices, the refund amount is determined by the Carrier.

5.4. For more details regarding the refund of a ticket, refer to the operator’s manual “Content Travel Network User Guide”.

6. Cancellation or rescheduling initiated by the Carrier

6.1. Unless otherwise agreed by the Carrier, a ticket shall be refunded in the event of cancellation or rescheduling as follows:

(i) Suppliers are not obliged to inform the Agency of a cancelled or rescheduled train. That is why the Agency is unable to inform the Agent/Traveler of the Carrier’s cancellation of a train and, therefore, shall not be liable for any losses incurred by the Agent/Traveler due to such cancellation or rescheduling. Therefore, you must, on your own, follow the information on the train, for which the ticket has been purchased.

(ii) In case of receipt of information on train cancellation beforehand, the Agent may refund the E-ticket/Ticket (if the Ticket has not been exchanged at the Carrier’s booking office) in “My account” of CTN System, if the Carrier provides such an option. If the Ticket has been exchanged at railway booking offices, the Ticket shall be refunded at railway booking offices. The terms of refund are stipulated by the Carrier.

(iii) In case of receipt of information on train cancellation immediately before train departure, the Traveler shall refer to the railway office to get a refund in case of cancellation/rescheduling of the train by the Carrier.

7. Special Terms and Conditions

7.1. At the request of the Customer, the Agent shall provide a document on services of Ticket/E-ticket issuance, which have been provided for the Customer by the Agent and which is no the subject of this Agreement.

8. Carrier’s Ancillary Services

8.1. The Agent may separately order Carrier’s ancillary services, such as carriage of animals, outsized or excess baggage. The terms of provision of such services are stipulated by the Carrier.