Last update: March 2025 (v. 1.2)
1. Definitions and Interpretation
1.1 For purposes of this Agreement, and unless otherwise expressly provided herein, the following terms shall have the respective meanings set forth below:
“Agreement” means the contract between IATA and the Customer for the subscription or purchase of a Product incorporating these Terms and Conditions; the Order Form together with any schedules or annexes, and which shall come into existence on the Effective Date.
“Authorised Users” means those employees or contractors of the Customer only, who are authorised by the Customer in accordance with section 2, to access and use the Products.
“Customer” shall mean the named party in the Agreement which has agreed to license or purchase the Product and whose details are set out in the Order Form.
“Data Protection Legislation” means all laws and regulations relating to the Processing of Personal Data and privacy including the European Union’s General Data Protection Regulation, including all regulations made under them and any amendment or re-enactment of any of them, any other legislation relating to privacy (including the EU Directive on privacy and electronic communications, the European Union’s e-Privacy Regulation, and/or the Processing of Personal Data (as amended, supplemented or superseded from time to time).
“Effective Date” shall mean the date specified in the Order Form or Agreement.
“Fees” shall mean the subscription or purchase fees set forth in the Order Form and as specified in section 4 of this Agreement.
“Force Majeure” means an event or circumstance that is reasonably outside a party’s control and prevents it from performing its obligations in the Agreement.
“IATA” International Air Transport Association, an association formed by Special Act of Parliament of Canada, with its principal office located at 800 Place Victoria, P.O. Box 113, Montreal, Quebec, Canada H4Z 1M1.
Initial Subscription Term means the initial subscription term of 12 months beginning on the Effective Date or such other period as agreed in the Order Form.
“Order Form” shall mean an order for the subscription or purchase of the Products placed by the Customer either standalone or through the IATA Store.
“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” means any operation performed on the Personal Data such as collection, use, storage, disclosure, or any such similar or analogous activity considered as processing under the Data Protection Legislation.
Permitted Purpose means the Authorised Users accessing and using the Products in accordance with section 2.
“Product(s)” means the subscriptions or purchase by the Customer as detailed in the Order Form and which entitle the Authorised Users to access and use the Products in accordance with these Terms and Conditions.
“Renewal Period” means rolling terms of 12 months.
“Term” shall collectively mean the Initial Term and each Renewal Term.
1.2 In this Agreement general words introduced or followed by the word “other”, “including” or “in particular” shall not be given restrictive meaning because they are followed or preceded (as the case may be) by particular examples intended to fall within the meaning of the general words.
1.3 These Terms and Conditions apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
1.4 In the event of any inconsistency or conflict between any provision contained in an applicable Order Form and any provision contained in these Terms and Conditions, the provision in the Order Form shall take precedence followed by the Product Terms Appendix and then the Terms and Conditions.
2. Rights Granted
Subject only to the payment of all Fees due hereunder, IATA hereby grants to the Customer and the Customer agrees to accept on the terms and conditions set out in the Agreement a limited, conditional, non-exclusive and non-transferable right to permit the Authorised Users for the Term of this Agreement to access and use the Products strictly for the sole purpose of Customer’s internal business operations (the “Permitted Purpose”). In relation to the Authorised Users, the Customer undertakes that it shall be responsible for compliance by the Authorised Users with these Terms and Conditions and that the restrictions on the Customer set out within these Terms and Conditions shall, unless the context requires otherwise, equally apply to any such persons.
3. Term
This Agreement shall commence on the Effective Date and shall (unless terminated earlier in accordance with these Terms and Conditions) continue in full force and effect until the end of the Term. Unless a party provides to the other party a written notice of not less than 60 days prior to the end of the Initial Term or the then current Renewal Term, of its intention not to renew the Agreement, the Agreement shall roll into a new Renewal Term.
4. Fees
4.1 In consideration of the rights granted hereunder, Customer undertakes and agrees to pay IATA the Fees in the currency set forth in the Order Form. Unless otherwise stated in the Order Form, Fees are payable within 30 days of the date of the invoice.
4.2 All Fees stated are (a) non-cancellable and non-refundable (except as otherwise provided in these Terms and Conditions); and (b) are exclusive of value added tax.
4.3 Time of payment is of the essence. If the Customer does not pay any undisputed fees by 11.59 pm on the relevant due date, then IATA may invoice for, and the Customer must pay, interest on the overdue amount at the rate of 8% above the base rate of the Bank of England that was in force on the date of the invoice for the undisputed fees, such interest to accrue on a daily basis and until full payment for the overdue amount has been made. The Customer must pay the interest together with the overdue amount.
4.4 If the Customer fails to make any payment by the relevant due date and IATA has provided written notice to the Customer to make such overdue payment, then, without prejudice to IATA's other rights and remedies, IATA may suspend the provision or supply of the Product, without any liability to the Customer, until such time as the overdue amount along with any associated interest on late payments has been settled in full.
4.5 Each year, IATA shall have the right to increase the Fees applicable at each Renewal Term provided written notice of such increase is given to Customer no later than 60 days prior to the end of the then current Term.
5. Payment Without Set Off
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, Customer 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 this Agreement, 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.
6. Taxes
(a) Should any taxes including, but not limited to, any goods and services tax (provincial, state, federal or otherwise) or other value added tax, levies, fees, charges or duties be imposed, levied or become payable in respect of this Agreement, Customer will pay any and all such taxes, levies, fees, charges and duties, in addition to any other payment due to IATA under this Agreement. In the event IATA pays any such tax or assessment, Customer will immediately reimburse IATA upon demand.
(b) All payments by Customer pursuant to this agreement shall be free and clear of all withholdings or deductions of any nature whatsoever except to the extent otherwise required by law, and if any such withholding or deduction is so required, Customer shall pay by way of supplemental payment an additional amount, such that after the deduction of all amounts required to be withheld or deducted from the payment and the supplemental payment, the net amount actually received by IATA will equal the amount that IATA would have received if such withholding or deduction had not been required.
7. Intellectual Property
The licensed Products shall remain the exclusive property of IATA or its licensors and all rights, titles and interests in and to the Products, including, without limitation, all intellectual property rights and any accompanying written or printed materials, are owned by IATA or its licensors. The Products are licensed, not sold, to the Customer as a single product pursuant to these Terms and Conditions and the Customer shall not acquire any rights to those intellectual property rights or to any intellectual property rights owned by IATA and/or their licensors, whether pre-existing or created during the Term of this Agreement. Customer agrees to treat the Products in the same manner as any other material protected by intellectual property laws and treaties. Customer agrees as a condition of this Agreement that it shall not, without the prior written consent of IATA, disclose the terms and conditions of this Agreement or refer to this Agreement, its content or IATA in any manner whatsoever including, without limitation, in any material sent by the Customer to any third party, entity or person.
8. Confidentiality
8.1 Confidentiality Obligations. Each party will: (a) not share the other party’s Confidential Information with third parties unless the Agreement allows it to be shared; (b) protect the other party’s Confidential Information in accordance with good industry practice; (c) only use the other party’s Confidential Information for the purposes (as set out in this Agreement) for which it was disclosed; and (d) ensure that, where Confidential Information is shared, anyone that receives the information is bound by confidentiality obligations that are equivalent to those in this Agreement. Confidential Information shall mean information related to a party that is marked as confidential or would otherwise be regarded as confidential by a reasonable business person. This includes information about the party’s customers, suppliers, pricing, market opportunities, operations, products, technology, plans, know-how, designs or trade secrets.
8.2 Sharing with Permitted Representatives. Each party may share Confidential Information with its internal personnel or professional advisers who need to know the information to exercise that party’s rights or perform its obligations in the Agreement.
8.3 Confidentiality Exceptions. The confidentiality obligations in this section do not apply to Confidential Information that: (a) was already known to the recipient before it was disclosed by (or with the permission of) the other party; or (b) becomes available to the recipient on a non-confidential basis via another third party; or (c) comes into the public domain in a way that does not breach any confidentiality obligations.
8.4 Disposing of Confidential Information. If requested by the other party, each party must promptly return, delete or destroy any Confidential Information it holds and confirm in writing that it has done so. This includes Confidential Information held by its permitted representatives, but does not include information covered by section 8.5.
8.5 Keeping Confidential Information. Each party may keep Confidential Information that is: (a) securely stored in archives or computer back-up systems; (b) required in order to comply with a legal requirement; or (c) required as part of appropriate corporate governance record-keeping. Any Confidential Information that is retained for any reason will remain subject to the confidentiality obligations in this Agreement.
8.6 Duration of Confidentiality Obligations. The confidentiality obligations in this section will remain in force for the Term and for 5 years following the termination or expiration of this Agreement.
9. Restrictions
Except for the in accordance with these Terms and Conditions, Customer shall not, and shall not allow its Authorised Users, under any circumstances to:
a) use, copy, modify, adapt, correct errors, or create derivative works from the Products;
b) decode, reverse engineer, de-compile or disassemble the Products or otherwise translate, make alterations to the Products;
c) sub-license any rights granted hereunder to any third party, entity or person without having received the prior written consent of IATA, which consent shall be at IATA’s sole discretion;
d) publish, sell, transfer, redistribute, let or hire or otherwise provide or disclose the Products or any information or data contained in the Products or any part thereof, or any derivative product, directly or indirectly, to any third party, entity or person not an Authorised User;
e) use in any manner the Products and any information or data contained in the Products or any part thereof during the Term of this Agreement, except for the Permitted Purpose only;
f) directly or indirectly export or transmit the Products or related materials (or any part thereof) to any country to which such export or transmission is restricted by any applicable regulation or statute, without the prior written consent of the competent governmental authority and of IATA;
g) enter into any contract on behalf of IATA or assume or create any obligation whatsoever, expressed or implied, in the name of IATA or otherwise bind IATA in any manner whatsoever;
h) provide the Product to, or incorporate the Products in products or services provided by Customer to any third party; driv
i) use any Confidential information of IATA or any IATA information in conjunction with any generative artificial intelligence chatbot, platform or tool or any such similar or subsequent technology (AI Tool), including uploading, scanning onto or transferring in any manner onto any such AI Tool, manually or by means of electronic transfer; or use the AI Tool for any interrogation, assessment or analysis of whatsoever nature, kind or purpose; or to obtain, create or produce any form of modified or derivative version of IATA’s Confidential Information or other IATA information; and
j) without limiting the generality of the foregoing subsections, allow any third party, entity or person to have access to or use of the Products, directly or indirectly, without the prior written consent of IATA, which consent shall be at IATA’s sole discretion.
10. Data Processing
10.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This section 10 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
10.2 The parties acknowledge that: (i) if IATA is processing any Personal Data on the Customer’s behalf under this Agreement, the Customer is the controller and IATA is the processor and (ii) if the Customer is processing any Personal Data on IATA’s behalf under this Agreement, IATA is the controller and the Customer is the processor, for the purposes of the Data Protection Legislation.
10.3 The Products comprise of anonymised aggregated data for the purposes of the Data Protection Legislation. In the event that any Personal Data is identifiable in the Products, the Customer will notify IATA without undue delay and in any event within 48 hours on becoming aware of the same. Notwithstanding the preceding sentence, Customer shall at the written request of IATA carry out such steps as reasonably advised by IATA in respect of the Personal Data, including but not limited to restricting access to named Authorised Users on a strict need to know basis.
10.4 Each party shall: (a) 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 and in accordance with the scope of the Agreement; and (b) agree in advance as to the categories of Personal Data which are required to be made available pursuant to this Agreement and monitor they are complete, accurate and relevant having regard to the purpose for which they are Processed.
10.5 Without prejudice to the generality of this section, each party (a Data controller) shall in relation to any Personal Data Processed hereunder: (a) implement appropriate technological and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures; (b) process that Personal Data only on the documented written instructions of the party that has provided the Personal Data; (c) not transfer, or otherwise permit access to, any Personal Data outside of the jurisdiction in which the party is registered; (d) refrain from disclosing Personal Data to any third parties; (e) assist the Data controller, at the Data controller’s cost, and within the timescales reasonably specified by the Data controller or in line with the expectations set under the Data Protection Legislation, in responding to any request from a Data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or Regulators; (f) 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. Inspection
Where the Customer has purchased a subscription to a Product, IATA may upon reasonable advance written notice of no less than 10 business days to the Customer and during business hours inspect the premises, systems and records of Customer to ensure the Products are accessed and used in accordance with the terms of this Agreement. Such inspection shall be at IATA’s sole cost and expense, save and except if such inspection demonstrates that the Customer is in breach of its obligations under this Agreement, in which case the reasonable costs of inspection shall be at Customer’s sole cost and expense.
12. Warranty
IATA has used commercially reasonable efforts in collecting, preparing and maintaining material for inclusion in the Products. However, IATA does not represent or warrant that the information contained in the Products is complete or free from errors, and does not assume, and expressly disclaims, any liability to any person(s) including, without limitation, Customer for any loss or damage caused by errors or omissions in the Products, or delay in the provision of the Products, whether such errors, omissions or delays result from negligence, accident or any other cause (excluding IATA’s gross negligence or wilful misconduct). To the maximum extent permitted by applicable law, IATA disclaims all warranties, both express and implied, including, but not limited to, implied warranties of satisfactory quality, warranties of fitness for a particular purpose, condition, performance and any warranty against infringement.
13. Limitation of Liability
Notwithstanding any other provision of this Agreement, in the event of any defect, omission or error in the Products or other breach of this Agreement by IATA or other claim brought by Customer (whether in negligence or otherwise), IATA’s entire aggregate liability (for any one or all claims) shall not exceed the Fees paid by Customer for the subscription or purchase of the Products during the Term. To the maximum extent permitted by applicable law, in no event shall IATA be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, any other pecuniary loss, or any incidental, special, exemplary, punitive, third party or consequential damages) arising out of the use or inability to use the products, even if IATA have been advised of the possibility of such damages.
14. Indemnification
Customer hereby agrees to indemnify and hold harmless IATA and its officers, employees, agents and servants from and against any and all claims, demands, actions, causes of action, judgments, costs, attorneys’ fees, expenses and liability of any kind or nature which they may incur, suffer or be required to pay which may result, directly or indirectly, from any use (including without limitation reliance) by Customer or its Authorised Users of the Products and/or from any breach by the Customer or its Authorised Users of any of the provisions of this Agreement, unless such damages are due to IATA’s gross negligence or wilful misconduct.
15. Termination by IATA for Breach
Notwithstanding any provision of this Agreement and without prejudice to any other rights, IATA may immediately terminate this Agreement upon written notice to Customer if Customer breaches and such breach is capable of being remedied is not so remedied within 5 business days of notification or otherwise fails to comply with any terms and conditions of this Agreement.
15.(A) Termination by IATA for Convenience
IATA may, upon 60 days’ written notice terminate this Agreement without cause. In any event, termination of this Agreement by IATA under this section 15(A), Customer shall be entitled to a pro rata refund of any prepaid Fees already paid but for which the Products have not be available after the effective date of termination.
15.(B) Termination for Cause by Either Party
This Agreement may also be terminated immediately by written notice given to the other party, in the following cases:
(i) if the other party makes a general assignment for the benefit of creditors or files a voluntary petition in bankruptcy or petitions for reorganization or arrangement under bankruptcy laws; or
(ii) if a petition in bankruptcy is filed against the other party, or if a receiver or trustee is appointed for all or any part of the property and assets of the other party; or
(iii) the other party suspends or ceases, or threatens to suspend or cease, or appears reasonably certain of imminently suspending or ceasing, the carrying on of all or a substantial part of its business.
16. Consequence of Termination of Subscriptions
Upon the expiry or termination of this Agreement for any reason, where the Customer has purchased a subscription to the Product, then Customer shall destroy all copies of the Products and all of its component parts and shall refrain from making any further use whatsoever of the Products. This requirement applies to all copies of the Products in whatever form, partial or complete, and whether or not modified or merged into other materials and whether or not merged with the data of Customer. Notwithstanding the foregoing, upon request of Customer, IATA will allow Customer to continue using the Products hereunder as stored internally in accordance with the provisions of this Agreement, for a maximum period of 18 months following the effective date of termination of this Agreement. For this purpose, this section 16 and the entire Agreement shall survive the termination of this Agreement until the expiry of this 18 month period.
17. Applicable Law, Dispute
This Agreement shall be construed in accordance with and governed by the laws of England notwithstanding any conflict of law provisions.
18. Assignment
The Customer shall not assign or transfer or permit the assignment or transfer of this Agreement without the prior written consent of IATA.
19. Amendments
IATA reserves the right to amend these Terms and Conditions unilaterally in its absolute discretion, and Customer acknowledges IATA’s right to do so. Such amendments shall become effective 30 days after they are promulgated. If Customer objects to any material amendment, the Customer may terminate the Agreement by giving 60 days’ notice thereof to IATA. It is the Customer’s responsibility to periodically check the published Terms and Conditions to ensure they remain familiar with the Terms and Conditions.
20. Entire Agreement
This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions of the parties, whether oral or written. If any part of this Agreement shall be held unenforceable or invalid, such part shall be severed from this Agreement and such invalidity or unenforceability shall not in any way whatsoever affect the remaining parts of this Agreement, which shall continue in full force.
21. Waiver
The failure by IATA at any time to require performance by Customer of any of its obligations shall not affect IATA’s rights to require such performance at any time thereafter. A waiver by IATA of a breach or specific delay shall not be taken or held to be a waiver of any subsequent breach or delay.
22. Headings
The headings or captions of the articles, sections or subsections of this Agreement are for convenience and reference only.
23. Survival
Any terms and conditions which by their nature extend beyond the term or expiry of this Agreement shall survive this includes, without limitation, the following section 4 (Fees), 7 (Intellectual Property), 8 (Confidentiality), 9 (Restrictions), 11 (Inspection), 12 (Warranty), 13 (Limitation of Liability) and 14 (Indemnification).
24. Notices
All formal notices must be sent in writing to the addresses in the Order Form. Formal notices for IATA must be copied to legalnotice@iata.org.
25. Force Majeure
IATA shall not be liable for delay or failure in its performance hereunder to the extent that such delay or failure is cause by Force Majeure, including without restriction, acts of God, natural disasters, fire, earthquakes, floods, explosions, pandemic, terrorism, armed conflicts and wars not yet officially declared, civil unrest, strikes or industrial disputes, vandalism, pillage, port congestion, theft, adverse weather conditions, rejections or delays in obtaining export or import licenses, embargoes, acts or any regulations of any governmental authority, communication line failure or failure and significant and disruptive fluctuation of power supply and any similar events affecting third party suppliers.
The Air Cargo Tariffs and Rules (TACT) Terms Appendix
These Product specific terms apply to the Product the Air Cargo Tariffs and Rules (“TACT”) provided by IATA to the Customer under the Agreement. They are in addition to the Terms and Conditions and form an integral part of the Agreement.
Words or phrases that start with a capital letter are defined in Terms & Conditions or in clause 11 (Glossary) of these Service Terms.
1. Introduction
1.1 Summary of TACT Air Cargo Solutions. IATA’s TACT Air Cargo Solutions enable Customers to search in real-time for air cargo rates, compliance procedures for air cargo regulations, air cargo schedules and other air cargo related content. Customers can use the TACT Air Cargo Solutions to keep track of market activity without having to contact individual airlines, handling agents, or airport operators.
1.2 TACT Services. IATA provides various services as part of its TACT Air Cargo Solutions. Order Form sets out which TACT services the Customer has selected to receive under its TACT Agreement.
1.3 TACT Participation Program. TACT customers may benefit from discounts on selected products if they contribute data as part of the TACT Participation Program. Customers that don’t contribute data must pay the regular fees to access TACT services.
2. Access to TACT Services
2.1 Access to TACT. IATA will provide the Customer with access to the TACT Services included within its subscription.
2.2 Service Availability. Without prejudice to any suspension, interruption or other rights that IATA may have under the Customer’s TACT Agreement, IATA will use commercially reasonable efforts to ensure that the TACT Services are available 24 hours a day, 365 days a year. The Customer acknowledges that, from time to time, the TACT Services may be unavailable for reasons that may include, but are not limited to, equipment or software malfunctions, maintenance, and causes beyond IATA’s reasonable control. IATA will use reasonable efforts to notify the Customer by email at least seven days before any planned maintenance windows.
2.3 Changes to TACT Services. IATA may make changes to the TACT Services from time to time, including to add, update or remove features. IATA will provide the Customer with advance notice of any change that can reasonably be expected to have a material adverse effect on the Customer’s use of the TACT Services (this may be done by email or via the TACT website). If the Customer objects to such a change, it may terminate its TACT Agreement by sending a written notice to IATA within 60 days of receiving IATA’s notice of the change.
2.4 Responsibility for Updating Customer Systems. If IATA makes changes to the TACT Services, the Customer may need to update its systems or connections to ensure that it can continue to access the services. The Customer will be responsible for implementing those updates (including the cost of doing so). If IATA intends to make material changes that may require Customer updates, it will provide the Customer with at least two months’ advance notice and will then provide it with access to a test environment for three weeks before implementing the changes in the live production environment.
3. Rights of Use
3.1 Licence to Use TACT Services and TACT Data. IATA grants to the Customer a non-exclusive, non-transferable licence to access and use the TACT Services and TACT Data solely for the Customer’s internal business purposes. The Customer must not commercially exploit any part of the TACT Services or TACT Data.
3.2 Licence Duration. The Customer’s right to access and use the TACT Services and TACT Data will continue for the term of its TACT Agreement.
3.3 General Usage Restrictions. Unless specifically allowed by these Service Terms, the Customer must not:
3.3.1 modify, adapt or create derivative works of any part of the TACT Services or TACT Data;
3.3.2 reverse engineer, decompile or disassemble the TACT Services or TACT Data (except to the extent that this cannot be restricted by law);
3.3.3 make the TACT Services or TACT Data available to anyone that is not permitted to have access under these Service Terms;
3.3.4 use the TACT Services or TACT Data outside the rights granted in these Service Terms or in any way that breaches the law;
3.3.5 remove, alter or obscure any proprietary notices or trademarks in the TACT Services or TACT Data; or
3.3.6 circumvent or remove any form of copy protection used by IATA to protect the TACT Services or TACT Data.
3.4 Export Control. The Customer must not, directly or indirectly, export or transmit the TACT Services or TACT Data (or any part of them) to any country where the transfer is restricted by Sanctions (or any other laws) without first obtaining all necessary consents from the relevant governmental authorities and notifying IATA in advance.
3.5 Access Credentials. The Customer is responsible for keeping its login credentials for the TACT Services confidential and secure. Credentials must not be shared to multiple individuals or made available to anyone that is not permitted to have explicit access under these Service Terms. If the Customer accesses TACT Services via an API, all its API calls must reference the access credentials issued to the Customer by IATA. The Customer will be solely responsible for all activity using its credentials and must not disclose them to any third parties. If the Customer becomes aware of any unauthorised access to its TACT Services account or its access credentials it must immediately notify IATA in writing, via the appropriate channels.
4. Use by Permitted Third Parties
4.1 Use by Permitted Third Parties. The Customer may sublicence the rights granted to it in these Service Terms to its Permitted Third Parties, but only for the purpose of allowing them to provide services to and for the Customer, and subject to the following conditions:
4.1.1 the Customer will be responsible for any breach of these Service Terms by its Permitted Third Parties;
4.1.2 the Customer must provide IATA with written details of each Permitted Third Party given access to the TACT Services or TACT Data;
4.1.3 the Customer must enter into a written agreement with each Permitted Third Party that meets the requirements of clause 2 (Requirements for Supplier Agreements); and
4.1.4 for each Permitted Third Party, the Customer must confirm to IATA (in writing) that it has entered into a Supplier Agreement within 30 days of doing so and, if requested, provide IATA with a copy of the agreement.
4.2 Requirements for Supplier Agreements. Each Supplier Agreement must include the following conditions (as a minimum):
4.2.1 the Permitted Third Party must only use the TACT Services and TACT Data for the benefit of the Customer;
4.2.2 the Permitted Third Party must comply with all licence restrictions in clause 3 (Rights to Use) and the TACT Agreement;
4.2.3 the Permitted Third Party must maintain written records of how it uses the TACT Services and TACT Data and provide IATA with reasonable access to verify its use in accordance with the Customer’s record keeping and audit obligations in IATA’s General Supply Terms;
4.2.4 the Permitted Third Party must stop using the TACT Services and return or delete all TACT Data it holds when its Supplier Agreement ends (or when it stops providing services to the Customer, if that happens earlier); and
4.2.5 IATA may take direct action against the Permitted Third Party for a breach of these Service Terms by the Permitted Third Party (and the Supplier Agreement will identify IATA as a third party beneficiary for this purpose).
5. Fees
5.1 The Customer must pay the fees in the Order Form.
5.2 IATA will invoice for the fees as set out in the Order Form.
5.3 Pay Agent. IATA is in the process of transferring certain systems from its wholly owned subsidiary IATA (Netherlands) B.V. - a Dutch corporation having its registered offices at Mercuriusplein 17, 2132 HA Hoofddorp, in The Netherlands, to IATA. During this migration period, IATA has appointed IATA (Netherlands) B.V. as its pay agent to invoice and collect payment from the Customer on behalf of IATA for the TACT Services or any other fees due under this Agreement. This agency arrangement shall continue until such time as (a) IATA sends a written confirmation by e-mail notifying the Customer of the end of this arrangement; or (b) an updated invoice is sent to the Contracting Party with IATA as the billing entity.
6. Intellectual Property
6.1 Ownership of TACT Services and TACT Data. IATA owns (or licenses) all Intellectual Property in the TACT Services and the TACT Data. It is only licensed to the Customer and not sold.
6.2 Use of IATA Trade Marks. The rights granted to the Customer in clause 3 (Rights to Use) do not include the right to use IATA’s name, logos or other trade marks. If the Customer wishes to use these, it must obtain IATA’s prior written consent for each use.
7. Protecting Personal Data
7.1 Business Contact Data. IATA and the Customer will receive and hold contact details for the other party’s Personnel, which they will use to manage their business relationship and perform their obligations in the TACT Agreement.
7.2 Compliance with Data Protection Laws. Both parties will comply with all Data Protection Laws that apply to the performance of the TACT Agreement and any personal data that they hold.
8. Important Disclaimers
8.1 TACT SERVICES ARE FOR INFORMATION ONLY. THE TACT SERVICES AND TACT DATA ARE PROVIDED FOR INFORMATION ONLY. IATA WILL NOT BE RESPONSIBLE FOR ANY ACTIONS OR DECISIONS THE CUSTOMER TAKES AS A RESULT OF ACCESSING AND USING THEM.
8.2 TACT SERVICES PROVIDED ‘AS IS’. THE TACT SERVICES AND TACT DATA ARE PROVIDED BY IATA ON AN ‘AS IS’ BASIS. IATA DOES NOT REPRESENT OR WARRANT THAT THE TACT DATA IS COMPLETE OR FREE FROM ERRORS, OR THAT ACCESS TO THE TACT SERVICES WILL BE UNINTERRUPTED. IATA DISCLAIMS ANY LIABILITY FOR LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE TACT DATA, OR FOR DELAYS IN PROVIDING TACT SERVICES, WHETHER THEY ARE CAUSED BY NEGLIGENCE, ACCIDENT OR ANY OTHER REASON.
8.3 IATA DOES NOT VERIFY PARTICIPANT DATA. THE CUSTOMER ACKNOWLEDGES THAT THE TACT DATA IS BASED ON DATA CONTRIBUTED BY THIRD PARTIES THROUGH THE TACT PARTICIPATION PROGRAM AND IATA PROVIDES NO GUARANTEE ABOUT THE ACCURACY OR COMPLETENESS OF THAT DATA. IATA DOES NOT INDEPENDENTLY VERIFY THE DATA CONTRIBUTED THROUGH THE TACT PARTICIPATION PROGRAM AND DISCLAIMS ANY LIABILITY FOR LOSS OR DAMAGE ARISING FROM ERRORS IN THAT DATA.
8.4 CUSTOMER IS RESPONSIBLE FOR SECURING ITS SYSTEMS. THE CUSTOMER IS RESPONSIBLE FOR PROTECTING ITS COMPUTER EQUIPMENT, MOBILE DEVICES, SOFTWARE AND ALL OTHER SYSTEMS AGAINST VIRUSES. IATA WILL MAINTAIN ITS OWN PROTECTION AGAINST VIRUSES ON ITS SERVERS, BUT DISCLAIMS ALL LIABILITY FOR LOSS OR DAMAGE CAUSED BY VIRUSES THAT MAY AFFECT THE CUSTOMER’S SYSTEMS AS A RESULT OF ACCESSING OR USING THE TACT SERVICES OR TACT DATA.
8.5 NO OTHER WARRANTIES OR GUARANTEES. ALL WARRANTIES OR CONDITIONS THAT MIGHT BE IMPLIED OR INCORPORATED INTO THE TACT AGREEMENT BY LAW ARE EXCLUDED (UNLESS THE LAW DOES NOT ALLOW THEM TO BE EXCLUDED), INCLUDING ANY TERMS RELATED TO THE QUALITY, MERCHANTABILITY, PERFORMANCE, FITNESS FOR PURPOSE, OR ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD PARTY RIGHTS.
9. Limitations on Liability
9.1 General Financial Liability Cap. IATA’s entire liability under the TACT Agreement will not exceed 100% of the value of the fees paid or payable by the Customer under the TACT Agreement during the 12-month period preceding the event giving rise to the claim (or in case less than 12 months have passed, 12 times the average monthly fee calculated over the months that have passed). Customer’s entire liability under the TACT Agreement will not exceed 200% of the value of the fees paid or payable by the Customer under the TACT Agreement during the 12-month period preceding the event giving rise to the claim (or in case less than 12 months have passed, 12 times the average monthly fee calculated over the months that have passed).
9.2 Other Limitations and Exclusions of Liability. For clarity, all the other limitations and exclusions of liability in IATA’s General Supply Terms apply to the provision and use of the TACT Services and TACT Data, and to the Customer’s TACT Agreement.
9.3 Agency Liability. The Customer acknowledges that IATA (Netherlands) B.V. is acting solely as an interim pay agent for IATA and no legal relationship is established under this Agreement between the Customer and IATA (Netherlands) B.V. In the event of any dispute, claim or liability arising under or in relation to this Agreement, Customer agrees that its sole recourse and liability shall be to IATA and Customer hereby undertakes to only bring any claim or action against IATA and not IATA (Netherlands) B.V.. In the event Customer does bring any claim against IATA (Netherlands) B.V., for any reason whatsoever, this shall constitute a material breach of this Agreement and IATA will have the right to terminate this Agreement forthwith without incurring any liability for such termination.
10. Termination
10.1 Other Termination Rights. For clarity, upon the expiry or termination of this Agreement for any reason whatsoever, Customer must remove all TACT Data from its systems, servers, folders, emails and other storage (on-premises or cloud-based), within 30 days of the end of the agreement. Customer must confirm in writing that this action has taken place. IATA reserves the right of audit after the contract is terminated to verify that removal of the data has effectively taken place.
11. Glossary
| Data Protection Laws | means all applicable laws relating to the processing of personal data and the protection of privacy, including (without limitation): (a) the UK Data Protection Act 2018; (b) the UK GDPR (as defined in the DPA 2018); (c) the EU General Data Protection Regulation (Regulation (EU) 2016/679) and (d) any laws and regulations implementing or created pursuant to these laws. |
| Initial Subscription | means the initial subscription term beginning on the Effective Date or such other period as agreed in the Order Form, until the 31st of December of that same calendar year. |
| Intellectual Property | means all rights in: (a) patents, trademarks, trade names, goodwill, registered designs, design rights, database rights, copyrights, computer software, domain names and other forms of intellectual property, whether or not registered or registerable, and including any applications for registration; (b) inventions, formulae and confidential information (including know-how or secret processes); and (c) any similar rights that exist now or in the future. |
| Renewal Period | means the rolling terms of 12 months starting from 1st of January until 31st of December. |
| Supplier Agreement | means an agreement between the Customer and a Permitted Third Party that sublicences the right to access and use the TACT Services and TACT Data and meets the requirements of clause 4 (Use by Permitted Third Parties). |
| TACT Agreement | means the Customer’s agreement with IATA to access the TACT Services, of which these Service Terms form a part. |
| TACT Data | means all data, materials or other business intelligence information made available to the Customer as part of the TACT Services including TACT Integrated Solutions (“Tariffs Flat File”, “TACT Tariffs API”). |
| TACT Participation Program | means IATA’s program through which users of TACT services can contribute data that will be included as part of the TACT Data and made available to TACT subscribers. |
| TACT Services | means the TACT services to be provided to the Customer under its TACT Agreement, as set out in Order Form. |