CWT Technology Platform Corporate Terms and Conditions (PCTC)

The Platform Corporate Terms & Conditions are available in English and the following languages.  Please note that some of these pages are currently being translated.

Last updated 1 August 2019

In the travel services agreement between CWT and Client (the “Agreement”) CWT agreed to grant Client access to certain CWT technology products and services as may be agreed by the parties pursuant to the Agreement (“CWT Technology”) on the terms of these Platform Corporate Terms and Conditions (“PCTC”).  

Client hereby represents and warrants that it and its Users (as defined below) shall at all times comply with PCTC and that its Users shall comply with any other user terms or terms of use applicable to CWT Technology.  Client agrees that it is responsible for use of CWT Technology by its Users.

Capitalized terms from the Agreement which are used in PCTC shall bear the meaning assigned.

If any provision of the Agreement, other than PCTC conflicts with a provision of PCTC, the relevant provision of PCTC shall prevail in respect of CWT Technology.  

CWT reserves the right to update PCTC from time to time by posting revised versions to the designated URL.

GENERAL PLATFORM T&C

MODULE: GPTC

The terms in this module apply generally to all CWT Technology.

2.1. License Grant: Client is granted a limited, non-transferable, non-sublicensable and non-exclusive right to have travelers and other authorized users (collectively “Users”) access and use CWT Technology and related documentation consistent with the scope, terms and conditions of the Agreement, including PCTC, during the term of the Agreement.

2.2 License Warranty and IPR: CWT warrants that it has the right, title or interest to grant to Client the rights in CWT Technology detailed in PCTC.  Notwithstanding any license rights granted by PCTC, title and all proprietary rights in CWT Technology and CWT Background IPR (as defined in the Agreement) will at all times remain, the exclusive property of CWT and/or Third Party Providers.

3.1. License Restrictions: Client will use CWT Technology only for the purposes and functions expressly permitted by the Agreement, solely for internal business purposes and pursuant to reasonable instructions from CWT.  Client shall prevent use for any other purposes and functions and prevent unauthorized access, use or misuse of CWT Technology.

3.2. Client shall not and shall not permit any third party to directly or indirectly: (a) sell, distribute, sublicense, broadcast, or commercially exploit  CWT Technology (b) knowingly introduce any infringing, obscene, libelous, or otherwise unlawful data or material into  CWT Technology; (c) copy, modify, or prepare derivative works based on CWT Technology; (d) reverse engineer, decompile, disassemble, or attempt to derive source code from CWT Technology; or (e) remove, obscure, or alter any intellectual property right or confidentiality notices or legends appearing in or on any aspect of  CWT Technology.

3.3. Client shall provide CWT Technology access to Users only by the access methods approved by CWT and shall not provide CWT Technology access to anyone other than a User.  Client shall ensure that each User will: (a) be responsible for the security and/or use of his or her logon identifier; (b) not disclose such logon identifier to or allow use by any other person or entity.

3.4 Client must promptly inform CWT of (a) any loss or misuse of a User login and password, (b) any individual who was previously a User no longer being authorized to use CWT Technology and (c) any unauthorized use of CWT Technology.

4.1 EXCEPT AS PROVIDED OTHERWISE IN THE AGREEMENT NEITHER CWT NOR ANY THIRD PARTY PROVIDER MAKES ANY WARRANTY WITH RESPECT TO ANY CWT TECHNOLOGY, WHICH IS PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS, AND EXPRESSLY DISCLAIM, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, ANY AND ALL IMPLIED REPRESENTATIONS OR WARRANTIES, REGARDING CWT TECHNOLOGY INCLUDING THAT THE OPERATION OF CWT TECHNOLOGY WILL BE UNINTERRUPTED OR FAULT FREE OR THAT FAULTS WILL BE CORRECTED.

4.2 CLIENT AGREES THAT: (A) CWT AND THIRD PARTY PROVIDERS ARE NOT AND CANNOT BE AWARE OF THE EXTENT OF ANY POTENTIAL LOSS RESULTING FROM ANY FAILURE BY CLIENT TO DISCHARGE ITS OBLIGATIONS UNDER THIS AGREEMENT; (B) CWT TECHNOLOGY HAS NOT BEEN DESIGNED TO MEET CLIENT’S INDIVIDUAL REQUIREMENTS AND CANNOT BE TESTED IN EVERY OPERATING ENVIRONMENT; (C) IT IS CLIENT’S RESPONSIBILITY TO ENSURE THE FACILITIES AND FUNCTIONS OF CWT TECHNOLOGY MEET CLIENT REQUIREMENTS AND WILL NOT CAUSE ANY ERROR OR INTERRUPTION IN THE CLIENT’S OWN SOFTWARE OR SYSTEMS;

5. In addition to all other remedies and rights under the Agreement, CWT reserves the right to immediately suspend access to CWT Technology in the event of (i) evidence of activities by Client or User contrary to a Travel Supplier’s relevant terms and conditions of sale or the Agreement, including without limitation, speculative, false, or fraudulent reservations or any reservation in anticipation of demand, or (ii) unauthorized use of CWT Technology, or (iii) any breach of the Agreement and/or applicable terms of use.  CWT will notify Client or the affected Users as soon as possible after suspending access to CWT Technology. If the conditions giving rise to such suspension of CWT Technology are not remedied within fifteen (15) days of notice, CWT may immediately terminate access to CWT Technology.

6. Through links available on CWT Technology, Client may access third party websites over which CWT has no control or ownership rights.  CWT shall not be held liable for the content, availability, access, accuracy, timeliness or any other aspect of the information contained in any third party website.  The inclusion in CWT Technology of information related to or contained in any third party website does not constitute an endorsement by CWT of such information.

7. CWT reserves the right to monitor general usage of CWT Technology by Client and its Users through audits or other suitable means for purposes which may include checking compliance with Agreement terms, and affirming CWT Technology performance experienced by Client and its Users meets expected parameters.  Any audit may be carried out by CWT or a third party authorized by CWT.

8. CWT Technology will be made available in accordance with any agreed service levels and may be accessed and used except during: (a) scheduled maintenance by CWT; or (b) emergency maintenance; or (c) any downtime caused by a Third Party Provider.  CWT will use reasonable endeavors to notify Client of unavailability of CWT Technology.

9.1. Third parties whose information, materials, technology, code, solution, software, equipment, devices and/or services (“Third Party Components”) are included or used in CWT Technology (“Third Party Providers”) may impose additional restrictions or prohibitions on certain types of usage of Third Party Components and may exclude warranties or other liabilities in applicable terms of use. Client accepts that Third Party Components are utilized by CWT and CWT’s limited recourse to Third Party Providers.

9.2. Third Party Providers may have the right to require that CWT restrict, suspend or terminate Client’s access to their Third Party Component.  If CWT takes any such action, it will (a) use reasonable efforts to provide Client with notice and (b) not be liable for any resulting damages Client may suffer.

10. Client acknowledges that CWT and Third Party Providers shall be entitled to modify the features and functionality of any part of CWT Technology as part of ongoing development. CWT shall use reasonable endeavors to ensure that any such modification does not adversely affect Client’s use of CWT Technology.

11. Client agrees that if it provides improvement suggestions and/or other feedback on Client or User experiences with CWT Technology: (a) feedback is not confidential or proprietary information; (b) CWT and its Affiliates may use the feedback in any manner and for any purpose; and (c) CWT may have development ideas similar to the feedback.

 

PRODUCT / SERVICE SPECIFIC T&C

MODULE: MS Messaging

The terms in this module apply only to messaging services:

1.1.  Messaging Service CWT’s text-based messaging capability provides interaction between a user and a chatbot utilising native language with technology powered by rules and artificial intelligence designed to emulate normal human responses (“Chatbot”) with input, oversight and/or escalation to a CWT Travel Counselor, the Chatbot and Travel Counselor messaging capabilities together (“Messaging Service”).

1.2.  myCWT Messaging Platform The Messaging Service is principally made available by CWT on a discrete and dedicated messaging channel designed to deliver access to and functionality of the Messaging Service which is embedded within and forms part of the CWT Platform (“myCWT Messaging Platform”).  Where the myCWT Messaging Platform is utilized the myCWT Messaging Platform forms part of CWT Technology and is subject to PCTC.

1.3.  Third Party Messaging Platform CWT may agree to make the Messaging Service available on a compatible third party messaging channel to which User or Client arranges access on behalf of Users (“Third Party Messaging Platform”) however CWT has no responsibility for any Third Party Messaging Platform.  Third Party Messaging Platforms do not form part of CWT Technology, nor is their operation subject to or governed by the PCTC.

1.4.  Third Party Messaging Platform Terms To access the Messaging Service through a Third Party Messaging Platform Client and its Users must agree to and comply with relevant terms of use presented by the third party in compliance with applicable law.  In the event of conflict between Third Party Messaging Platform terms and PCTC, PCTC shall prevail in respect of the Messaging Service and third party terms shall prevail in respect of the Third Party Messaging Platform.