Terms & Conditions - Strategic Partnerships Program

1. Participation

The International Air Transport Association (“IATA”) Strategic Partnerships Program (“SPP”) allows companies to participate in any one or more of the areas (“Areas” or individually, an “Area”) set out in the Strategic Partnerships Order Form (the “Order”). Participation in these Areas is subject to each Area’s individual rules. The conditions below are applicable to all the activities except as otherwise specified.

2. Eligibility

Any person or entity which itself has the expertise and provides, or has an interest in providing, products or services to IATA member airlines, and the aviation industry in general, may apply to become an IATA Strategic Partner (“IATA Strategic Partner” and collectively, “IATA Strategic Partners”) and participate in the identified Areas, by completing and returning the Order, duly signed and upon written confirmation by IATA. Participation in the SPP is not open to IATA member airlines (unless they have specific solutions they wish to promote to other airlines). IATA reserves the right to refuse any application that IATA does not consider to be in the interest of its member airlines or that it considers to be detrimental to IATA’s interest.

3. Benefits

3.1 IATA Strategic Partners, upon payment of the applicable annual fees set out in the Order, may be entitled to the membership benefits as provided for at [Strategic Partnerships Program Benefits].

3.2 In addition to the general benefits under section 3.1, IATA Strategic Partners may have certain defined additional benefits that are available for certain selected areas of involvement.

3.3 The benefits provided for under the SPP may in no event be transferred or conferred to any third party, including, but not limited to, the parent, subsidiary or sister companies of the entity identified as the IATA Strategic Partner herein, the IATA Strategic Partner’s subcontractors, agents or part-time consultants, or any of their employees. For clarity, the benefits made available under the SPP may only benefit and be exercised by the entity identified as the IATA Strategic Partner in the Order, and its direct employees and consultants working one hundred percent (100%) of their time for the IATA Strategic Partner entity, for as long as they are working in that capacity for the IATA Strategic Partner.

3.4 The IATA Strategic Partner acknowledges that IATA may amend, withdraw, enhance or otherwise change any or all benefit(s) provided under the SPP in its absolute discretion at any time and it is the IATA Strategic Partner’s responsibility to review and monitor the benefits pages online to ensure they are familiar with the then current applicable benefits.

3.5 IATA Strategic Partners may promote the fact that they are members of the SP and may use the exclusive IATA Strategic Partner recognition stamp (“IATA Strategic Partner Recognition Stamp”) on corporate documents that describe and reflect their company. This includes corporate letterhead, business cards and corporate websites in accordance with the IATA Strategic Partner Recognition Stamp Usage Guidelines.

3.6 IATA Strategic Partners may name one (1) or two (2) accredited participants (“Accredited Participants”) to attend meetings of committees, sub-committees, boards, work groups and task forces in the Service Area(s) that they have selected in the Order. The Area subject matter expert may determine the number of Accredited Participants allowed.

4. Promotion and use of the IATA Strategic Partner recognition stamp

4.1 The right to use the IATA Strategic Partner Recognition Stamp is limited to those IATA Strategic Partners expressly authorized pursuant to Sections 3.2.1 or 3.3 above.

4.2 For those IATA Strategic Partners that are granted the right to use the IATA Strategic Partner Recognition Stamp as per Section 3 above, the IATA Strategic Partner hereby agrees to: (i) comply with the guidelines regarding the use of the IATA Strategic Partner Recognition Stamp communicated by IATA; and (ii) submit to IATA for prior review and approval the “first run” of any material bearing the IATA Strategic Partner Recognition Stamp.

4.3 Membership in the SPP does not entitle any IATA Strategic Partner to use the IATA corporate logo (only the IATA Strategic Partner Recognition Stamp). The IATA Strategic Partner Recognition Stamp is not intended to show any endorsement by IATA, nor may the IATA Strategic Partner Recognition Stamp be used in conjunction with any IATA Strategic Partner company products, services or promotional material. IATA Partners may not use the IATA Strategic Partner Recognition Stamp on any product, or any descriptive and non-descriptive material promoting their company or their products and services. No action may be taken which conveys, or might reasonably be considered to convey, the impression that the IATA Strategic Partner is a member airline of IATA or that IATA endorses or approves any product or service of the IATA Strategic Partner (unless covered by a separate agreement).

4.4 Recognizing nonetheless that third parties might misinterpret and rely upon the use of the IATA Strategic Partner Recognition Stamp as an endorsement by IATA of an IATA Strategic Partner product or service, the IATA Strategic Partner, by signing the Order agrees to indemnify IATA and hold it harmless against any loss arising from the IATA Strategic Partner’s use of the IATA Strategic Partner Recognition Stamp, including any costs incurred by IATA in defending legal actions.

4.5 IATA Strategic Partners may only use the IATA Strategic Partner Recognition Stamp in conjunction with and by representatives of their company, where the company name used is identical to that stated in the Order. In the event that an IATA Strategic Partner changes its company name, for example following a merger, the IATA Strategic Partner must contact the IATA SP team, in writing, advising of the revised company name. Following confirmation and agreement by the IATA SP team, the IATA Strategic Partner may use the IATA Strategic Partner Recognition Stamp, as applicable, only in conjunction with such revised company name.

4.6 Should the IATA Strategic Partner fail to comply with one or more of the terms of Sections 4.1, 4.2, 4.3 or 4.5 above, IATA reserves the right to terminate the Membership upon simple written notice and/or to require payment of a penalty representing one hundred percent (100%) of the last annual fees payable hereunder by the IATA Strategic Partner per occurrence of non-compliance, which the IATA Strategic Partner undertakes to pay. Termination of the Membership and payment of the penalty shall be without prejudice to any other recourse against the IATA Strategic Partner available to IATA. The IATA Strategic Partner shall further pay all reasonable legal fees incurred by IATA in defending its rights under this Section 4, provided a court renders a decision in IATA’s favor or that the parties agree to settle such claim out of court.

4.7 The terms of Section 4.6 above shall survive termination of the Membership and shall apply to any unauthorized use (i.e. use without execution of a separate agreement by the parties) of the IATA name, IATA Strategic Partner Recognition Stamp, IATA corporate logo or any other IATA trademark by the IATA Strategic Partner following termination of the Membership.

5. Rules of conduct

5.1 The IATA Strategic Partner acknowledges and agrees to, and shall cause its representatives to, act at all times in a respectful manner, and shall refrain from engaging in activities that may give rise to real or perceived  conflicts of interests, anticompetitive behavior, unethical practices, behavior that may be harmful to the interests and reputation of IATA, its members and/or the air transport community, or any other actions that may be inconsistent with the goals, spirit and intent of the IATA Strategic Partnerships program, and the IATA Strategic Partner further agrees to comply with the rules of conduct, guidelines and directives as there may be communicated from time to time by IATA including, without limitation, the rules of attendance applicable to meetings and public events.

5.2 The IATA Strategic Partner acknowledges and agrees that a breach of the above rules of conduct may lead to the immediate suspension and/or permanent withdrawal of its privileges, effective upon written notification by IATA to the IATA Strategic Partner.

6. Representatives at meetings

An Accredited Participant attending IATA meetings, as per Section 3 above, can be present only as a representative of an IATA Strategic Partner and must thus use the company name of the corresponding IATA Strategic Partner, as stated in the Order and as amended, if applicable, in accordance with Section 4.5 above. This requirement also applies to all correspondence and communication disseminated during or relating to such meetings.

7. Warranties; limitation of liability; indemnification

IATA does not make any warranties, express or implied, including the warranty of merchantability or fitness for a particular purpose, with respect to any benefits provided pursuant to these Terms. IATA does not assume, and expressly disclaims, any liability to any person or entity for any loss or damage caused by, or resulting from, participation in the SP, the elected Area(s), or any of the activities mentioned in the Terms unless such loss is due to IATA’s gross negligence or willful misconduct. IATA does not endorse communications or contents shared by other participants contributing to the SPP. In the event of any claim of any kind or nature whatsoever by an IATA Strategic Partner, or by any third party, against IATA, the entire liability of IATA shall not exceed the annual fees paid pursuant to these Terms, and the IATA Strategic Partner’s exclusive remedy shall be a refund of the fees so paid. The IATA Strategic Partner shall indemnify IATA against claims by third parties resulting from the IATA Strategic Partner’s negligence or willful misconduct in respect of its activities under these Terms.

8. Status of parties

IATA and IATA Strategic Partner are independent contracting parties. Nothing in these Terms shall constitute the parties as principal and agent, partners, joint ventures, or employer and employee. The parties have no authority to assume or create any obligation or responsibility on behalf of each other.

9. Confidentiality and intellectual property

9.1 An IATA Strategic Partner shall not disclose to anyone, other than the IATA Secretariat or the designated IATA representative, the position taken by a member airline, another IATA Strategic Partner, and/or another participant or observer at IATA meetings.

9.2 An IATA Strategic Partner may not use the information obtained from the Area(s) signed up for in the Order for purposes other than as intended under the SPP and the Terms, including without limitation the rules of conduct expressed in Section 5, or in any way that could affect the rights and reputation or otherwise be prejudicial to IATA, an IATA member airline, another IATA Strategic Partner or any other participant or third party. An IATA Strategic Partner shall not disclose such information to anyone other than an IATA Member airline and the IATA Secretariat or designated IATA representative.  In addition, an IATA Strategic Partner shall not exclude or hinder the use of any document, service, product or procedure developed at or for presentation at any IATA meeting, by IATA, an IATA member airline, an observer present at an IATA meeting and other IATA Strategic Partners or participants.

9.3 Title to and interest in all documents, material, derivatives and residuals produced, written, developed or created by an IATA Strategic Partner for or within the context of an IATA meeting for any Area (“Materials”) shall remain with IATA from the moment of their creation. The IATA Strategic Partner hereby assigns title and interest in and to all Materials to IATA and specifically waives its moral rights in such Materials. For avoidance of doubt, this Section 9.3 does not apply to an IATA Strategic Partner’s marketing and publicity materials.

10. Data protection

“Personal Data” refers to any information relating to an identified or identifiable individual, such as a name, an identification number, an online identifier, etc. made available by one party to the other party. “Process” or “Processing” shall mean any operation performed on the Personal Data such as collection, use, storage, disclosure, etc. Where Personal Data will be communicated under the Terms, each of the parties agrees:

10.1 That it is responsible for complying with any obligations applying respectively to each of the parties under applicable data privacy laws and regulations. A particular attention shall be given to the information of the individuals, the respect and the exercise of their different rights on or in relation with their Personal Data.

10.2 To refrain from requesting Personal Data beyond what is necessary to fulfil the purpose(s) for which it is requested, which purpose(s) for requesting Personal Data shall be specified and legitimate.

10.3 To agree in advance as to the categories of Personal Data which are required to be made available pursuant to these Terms and monitor they are complete, accurate and relevant having regard to the purpose for which they are processed.

10.4 To adopt appropriate technological and organizational security measures in order to protect Personal Data, having regard to the level of risk.

10.5 That Personal Data will only be processed to fulfil the purposes(s) for which it was made available.

10.6 To ensure that any third party to whom Personal Data is transferred is bound by the same level of protection defined in the present Terms.

10.7 To respect any applicable legal requirement regarding cross-border transfers.

10.8 To reasonably co-operate with the other in connection with its own compliance with the applicable law and to reimburse the other for any excessive or manifestly unfounded charges incurred in providing each other assistance.

10.9 To amend and update Personal Data upon receiving instructions to do so from the other party and/or directly from the individual; and

10.10 To promptly return to the other or delete all Personal Data owned by the other party which is no longer necessary to fulfil the purpose(s) for which it was made available, unless otherwise instructed by the other party, the relevant individual or unless required by law.

11. Modification to the Terms

Except as provided in section 13.1, IATA may modify these Terms at any time by updating the Strategic Partnerships Program Terms & Conditions website. The modified terms will become effective upon posting. By continuing with your Membership after the effective date of any modifications to these Terms, the Strategic Partner agrees to be bound by the modified terms. It is the Strategic Partner's responsibility to check the SPP site regularly for modifications to these Terms. The current version number of the Terms is listed at the beginning of these Terms.

12. Term and termination

12.1 Upon written confirmation by IATA, the Membership shall enter into effect on the date set out in the Order and shall remain in effect for twelve (12) months (“Initial Term”).

12.2 The Membership shall renew automatically for successive one (1)-year (twelve month) terms unless a written notice of non-renewal is delivered by one party to the other no less than sixty (60) days prior to the end of the term then in progress. Changes to the selection of Areas must be in writing and received by IATA: (i) no less than sixty (60) days prior to the end of the current term, for changes resulting in a reduction in annual fees; (ii) no less than thirty (30) days for changes that maintain or increase the annual fees. IATA reserves the right, in its sole discretion, to refuse renewal for any IATA Strategic Partner.

12.3 At any time, IATA may terminate or suspend the Membership for any reason upon written notice to the IATA Strategic Partner. This termination or suspension shall take immediate effect if based upon non-payment of the annual fees for more than sixty (60) days, or for any violation of the Terms.  As for termination for convenience, it shall take effect upon two (2) months’ notice and the IATA Strategic Partner shall be entitled to receive a pro-rata refund of its annual fees upon the date of termination of its participation in the SPP.

12.4 Without limiting the scope of Section 12.3, in the event that any payments due pursuant to the Terms remain unpaid for more than sixty (60) days after the date of the relevant invoice, or that the IATA Strategic Partner is deemed by IATA, in its sole discretion, to be in breach of its duties and obligations contained in the Terms, including the rules of conduct expressed under Section 5, IATA reserves the right to immediately suspend or terminate the IATA Strategic Partner’s privileges, including access and entitlement to all benefits granted under the Terms, upon simple notice. There will be no compensation to the IATA Strategic Partner in the event of suspension or termination of the IATA Strategic Partner’s privileges.

12.5 The terms of Sections 4.6, 7, 9 and 10 shall survive the term of the Membership.

13. Fees for participation

13.1 Participation is limited to the Areas described in the Order and as specified and confirmed by the IATA Strategic Partner. Fees for the Initial Term will be applied in full, without proration, for twelve (12) months. Fees and applicable taxes, if any, are payable on an annual basis in advance. The Membership will only be valid upon written confirmation by IATA and once full payment is received. Fees may be increased or decreased annually by IATA provided IATA communicates the new fees no less than sixty (60) days prior to the end of the term then in progress.

13.2 Should the IATA Strategic Partner decide to commit to a three (3) year membership term (“Discount Term”), it may benefit from a five percent (5%) discount (“Discount”) to the membership fees set forth in Section 13.1 throughout the Discount Term. The Strategic Partner must, however, notify IATA in writing at least 30 days prior to its renewal date that it wishes to avail itself of this benefit. Upon confirmation by IATA, the Discount shall be applied to and be reflected in the annual membership invoice, and is subject to the continuous, and uninterrupted membership of the Strategic Partner for the entire Discount Term. Should the Membership be terminated for any reason whatsoever prior to the end of the Discount Term, the Strategic Partner shall be liable for the payment of the full, undiscounted price of the Membership for the entire Discount Term. Following the Discount Term, subsequent renewals under Section 12.2 shall be subject to the full non-discounted fee set forth in Section 13.1.

13.3 IATA reserves the right to charge late payment interest at the annual rate of Secured Overnight Financing Rate (SOFR) issued by the US Federal Reserve plus two percent (2%) on any amount that is overdue, from the day after such amount becomes due until the day prior to the receipt of payment, inclusive.

14. Taxes

Payments must be made without any set-off or counter claim and free of deduction or withholding (except as required by law) of any taxes or governmental charges.  If any deduction or withholding is required by law, the IATA Strategic Partner must pay the required amount to the relevant governmental authority, provide IATA with an official receipt or certified copy or other documentation acceptable to IATA evidencing the payment, and pay to IATA, in addition to the payment to which IATA is otherwise entitled under the Terms, such additional amount as is necessary to ensure that the net amount actually received by IATA free and clear of all taxes equals the full amount IATA would have received had no such deduction or withholding been required.

15. General

15.1 The failure by either party at any time to require performance by the other party of any of its obligations shall not affect the other party’s rights to require such performance at any time thereafter.

15.2 If any term, or provision of the Terms shall be held illegal, unenforceable, or in conflict with any law of a government having jurisdiction over the Terms, the validity of the remaining portions or provisions of the Terms shall not be affected thereby and shall remain in force.

15.3 The performance of the Terms by either party is subject to circumstances beyond the parties' reasonable control including, but not limited to force majeure.

15.4 The Membership may not be assigned by the IATA Strategic Partner, including, but not limited to, parent, sister or subsidiary companies, without IATA’s prior written consent, which consent may be withheld.

15.5 In the event of a conflict between these Terms and the Strategic Partnerships Order Form, these Terms shall prevail.

15.6 These Terms constitute the entire understanding between the parties hereto with respect to the subject matter contained within and supersede all prior agreements, understandings and negotiations between the parties whether oral or written.

15.7 The Terms shall be governed by the laws of England, excluding conflict of law provisions.