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OBT TECHNOLOGY TERMS AND CONDITIONS

Last updated 31 January 2021

1.      Pursuant to the services agreement between CWT and the Client (the “Agreement”), CWT may grant Client access to third party technology products and services (each, a “OBT Technology”) licensed by CWT from third parties (each, a “OBT Technology Provider”), in certain countries as may be agreed by the parties pursuant to the Agreement. Unless agreed otherwise, the OBT Technology is provided on the terms of these OBT Technology Terms and Conditions (“OBT T&Cs”).

Client hereby represents and warrants that it and its Users (as defined below) shall at all times comply with the OBT T&Cs and that is Users shall comply with any other user terms or terms of use applicable to OBT Technology (e.g end user license terms). Client agrees that it is responsible for all actions of its users using the OBT Technology and all access to OBT Technology with any Client log on credentials.

Capitalized terms from the Agreement which are used in the OBT T&Cs shall bear the meaning assigned.

If any provision of the Agreement, other than the OBT T&Cs conflicts with a provision of the OBT T&Cs, the relevant provision of the OBT T&Cs shall prevail in respect of the OBT Technology.

CWT reserves the right to update the OBT T&Cs from time to time by posting revised versions to the designated URL.

2.1.    Client is granted a limited , non-transferable, non-sublicensable and non-exclusive right within the geographical area(s) as agreed between the parties, to have travelers and other authorized users (collectively “Users”) access and use the OBT Technology and related documentation solely for Client’s internal business purposes, consistent with the terms and conditions of the Agreement and pursuant to reasonable instructions from both CWT and the OBT Technology Provider.

2.2.   All rights in and to any OBT Technology and any portion of such OBT Technology, belongs to and shall remain vested in the applicable OBT Technology Provider, and no ownership is assigned or transferred to Client.

2.3    CWT and/or OBT Technology Provider shall have no obligation to provide to Client, or to support, any internet or network communications connections of any type unless expressly agreed upon in writing.

3.1    Client shall not provide access to anyone other than a User and will prevent unauthorized access, or unauthorized use or misuse of OBT Technology (including any log on credentials). Client shall only access and provide access to OBT Technology via the access method provided by CWT.   Client is responsible for the security and/or use of user log on credentials.

3.2    Client must promptly inform CWT of (a) any loss or misuse of a User log on credentials, (b) any individual who was previously a User no longer being authorized to use OBT Technology and (c) any other unauthorized use of OBT Technology. CWT reserves the right to monitor usage by Client, in general, (by way of audits or otherwise) for the purpose of ensuring compliance with the Agreement terms. An audit may be carried out by the CWT or a third party authorized by CWT. If an audit reveals a breach of the OBT Technology T&Cs Client shall promptly comply with CWT’s reasonable instructions.

3.3    Client shall use any Travel Supplier content and data obtained from any OBT Technology solely in connection with its own Travel Supplier and other travel reservations (including schedule and fare quotations) and internal record keeping activities.  Except for its own internal business purposes, Client will not publish, disclose, or otherwise make available to any third party any such content or data or any compilation of any such content or data obtained from any OBT Technology.  Client’s obligations under of this section shall survive the expiration or termination of the Agreement.

3.4    Client acknowledges that the OBT Technology and OBT Technology Providers may disclose certain confidential information and data of Client to third parties, including Travel Suppliers, in the course of and for the purpose of providing Services to the Client.

3.5    In using any OBT Technology, Client accepts sole liability for (a) all changes and/or cancellations of services, including, but not limited to, lost tickets and fraud.  The OBT Technology Provider is not responsible for ensuring purchases are made in accordance with Client’s travel policies and guidelines; and (b) payment of any and all products or services (and associated service fees) ordered or purchased through the OBT Technology.  If a User uses a confirmed ticket for air transportation issued pursuant to an OBT Technology reservation and is refused carriage because of an over sale of seats or the lack of record of such reservation, the sole remedy of Client shall be as set forth in the tariff of the refusing carrier or applicable terms and conditions of the carrier's contract of carriage and/or in the applicable law, including without limitation in any applicable European directive; and (c) any non-compliance with any third party (e.g Travel Suppliers) terms and conditions of sale, which may result in cancellation of reservation(s) or purchase, denial of access to any Travel Supplier or other travel services and forfeiture of any monies paid for such reservation(s) or purchase, or additional charge, and fees (such as agent debit memos).

4.      Client shall not: (a) access, sell, distribute, sublicense, broadcast or commercially exploit  any OBT Technology or use the OBT technology beyond the purpose or function set out herein (e.g for the benefit of any third parties including on a rental or sharing basis), (b) knowingly introduce any infringing, obscene, libellous, fraudulent, harassing or otherwise unlawful data or material into any OBT Technology; (c) copy, modify, or prepare derivative works based on any OBT Technology; (d) knowingly introduce any virus, malware, bug, or other harmful or disabling data into any OBT Technology or otherwise interfere with the operation of any OBT Technology; (e) reverse engineer, decompile, disassemble, or attempt to derive source code from any OBT Technology; (f) remove, obscure, or alter any intellectual property right or confidentiality notices or legends appearing in any aspect of any OBT Technology; or (g) claim, assert or imply any right, title, ownership or similar interest in or to any OBT Technology (h) publish, disclose or otherwise use or make available to any third party any data or compilation of data obtained from the use of the OBT Technology, except for internal business purposes.

5.1    EXCEPT AS PROVIDED OTHERWISE IN THE AGREEMENT, NEITHER CWT NOR ANY OBT TECHNOLOGY PROVIDER MAKES ANY EXPRESS OR IMPLIED WARRANTY TO ANY OBT TECHNOLOGY, WHICH IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS, AND CWT AND OBT TECHNOLOGY PROVIDER DISCLAIMS, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, ANY AND ALL OTHER REPRESENTATIONS OR WARRANTIES, REGARDING THE OBT TECHNOLOGY INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT OBT TECHNOLOGY WILL MEET CLIENT REQUIREMENTS, THAT THE OPERATION OF OBT TECHNOLOGY WILL BE UNINTERRUPTED OR FAULT FREE OR THAT ANY FAULTS WILL BE CORRECTED.

5.2    CLIENT AGREES THAT (A) CWT AND EACH OBT TECHNOLOGY PROVIDER ARE NOT AND CANNOT BE AWARE OF THE EXTENT OF ANY POTENTIAL LOSS RESULTING FROM ANY FAILURE BY CLIENT TO DISCHARGE ITS OBLIGATIONS UNDER THESE OBT TECHNOLOGY T&Cs (B) THE OBT TECHNOLOGY HAS NOT BE DESGINED 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 THE OBT TECHNOLOGY MEET CLIENT REQUIREMENTS AND WILL NOT CAUSE ANY ERROR OR INTERRUPTION IN THE CLIENT’S OWN SOFTWARE OR SYSTEMS; AND THEREFORE CLIENT WAIVES ANY POTENTIAL CLAIMS AGAINST CWT AND ANY OBT TECHNOLOGY PROVIDER WHICH RELY ON A CONTRARY POSITION.

6.      In addition to all other remedies and rights under the Agreement, CWT reserves the right to immediately suspend Client’s or User’s access to the OBT 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, these OBT T&Cs, or the Agreement, or any OBT Technology Provider specific terms and conditions (e.g end user license terms)  including without limitation, speculative, false, or fraudulent reservations or any reservation in anticipation of demand, or (ii) unauthorized use or misuse of the OBT Technology.   CWT will notify Client and the affected User(s) as soon as possible after suspending access to any OBT Technology. If the conditions giving rise to such suspension of the OBT Technology are not remedied within fifteen (15) days of notice, CWT may immediately terminate granted access to the relevant OBT Technology.  In addition, OBT Technology Providers may have the right to require that CWT restrict, suspend or terminate Client’s access to the relevant OBT Technology.  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.  CWT reserves the right to immediately terminate Client’s access to any OBT Technology at any time upon written notice if CWT’s rights or license to such OBT Technology are revoked, expire or terminate. In the event the original OBT Technology is no longer available for any reason, CWT will use reasonable commercial endeavours to propose and implement alternative OBT Technology.

7.      Through links available within OBT Technology, Client may access third party websites over which CWT and the OBT Technology Provider have no control or rights of ownership. Neither CWT nor OBT Technology Provider shall be held liable for the content, availability, access, accuracy, timeliness or any other aspect of the content or information contained in any third party website.  The inclusion within OBT Technology of content or information related to or contained in any third party website does not constitute an endorsement by CWT of such information.

8.      Client may access and use OBT Technology except during: (a) scheduled or emergency maintenance by the OBT Technology Provider or CWT; or (b) any system outages outside of the control of the OBT Technology Provider or CWT. CWT will use reasonable endeavours to notify Client of any unavailability of OBT Technology of which it becomes aware, but CWT makes no representations regarding Client’s ability to access any OBT Technology, and shall not be liable to Client for any inability to access the OBT due to causes beyond the control of CWT or the OBT Technology provider (including without limitation errors, breakdowns and interruptions of the computer systems of the GDS, internet providers, or Travel Suppliers).

9.      Client acknowledges that OBT Technology Providers shall be entitled to modify or discontinue the features and functionality of OBT Technology in whole or in part as part of ongoing development.

10.     Adoption of Reseller Terms - for Amadeus Cytric OBT Only.

If Client is granted a license by CWT to access and use Amadeus Cytric, the following terms and conditions also apply: Cytric Reseller Terms and Conditions

Client agrees that the Cytric Reseller Terms are incorporated as part of the Agreement and these OBT T&Cs and represents and warrants that it shall at all times comply with the Cytric Reseller Terms.  

11.    Third Party Beneficiary – for Amadeus Cytric, GetThere and Serko OBTs only

If Client is granted a license by CWT to access and use Amadeus Cytric, GetThere or Serko, CWT and Client agree that Amadeus, GetThere and Serko are third party beneficiaries of the Agreement to the extent that each of them are providing services to Client under the Agreement.