PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY.
The AGENT 360 Terms and Conditions shall consist of the following:
Section B: SIA Passenger Sales Agency Terms and Conditions, which applies to the Company and includes:
‘AGENT 360’ shall refer to the Singapore Airlines AGENT 360 website.
‘Applicant’ shall refer to the applicant corporate entity which meets the registration criteria stated hereunder.
‘Singapore Airlines’ shall refer to Singapore Airlines Limited.
‘TA’ shall refer to a Travel Agent which application for an AGENT 360 account has been granted.
- AGENT 360 Account
1.1. Singapore Airlines AGENT 360 is only open to travel agents (IATA and non-IATA) for registration. Applicants will be verified by Singapore Airlines.
1.2. Applicants must be bona fide business entities and where applicable, officially registered with the national Company Registry of their country and are able to show such proof of registration to Singapore Airlines if requested. Applications that fail to adduce the required evidence shall be dealt with in Singapore Airlines’ sole discretion.
1.3. Singapore Airlines AGENT 360 may not be available in every country. For the latest list of countries in which AGENT 360 is available, please refer to the following registration form: https://agent360.singaporeair.com/en_UK/sg/accountRegistration. This list shall be subject to updates and changes made without prior notice, and in Singapore Airlines’ sole discretion.
1.4. Individuals are not eligible to register for Singapore Airlines AGENT 360.
1.5. Multiple registrations with the same email address is not allowed. Each Applicant cannot be concurrently associated with more than one AGENT 360 account.
1.6. Singapore Airlines reserves the right to reject any application for membership to Singapore Airlines AGENT 360.
1.7. Application must be made via the online registration form on agent360.singaporeair.com.
1.8. During registration, all mandatory fields in the online registration form must be provided. Applications with inaccurate or incomplete information will be rejected.
1.9. Upon registration, a verification email will be sent to the Applicant to verify the email before Singapore Airlines’ application review is conducted. Successful Applicants (hereinafter known as “TA”) will receive a confirmation email from Singapore Airlines.
1.10. If TA does not access its approved AGENT 360 account within 90 days, the account will automatically be locked, and deleted if not accessed after another 14 days. TA will be able to unlock their account by contacting their station administrator.
1.11. Singapore Airlines reserves the right to suspend, permanently exclude the TA from further participation in, or terminate the TA’s AGENT 360 membership upon the occurrence of the following events:
1.11.1. The TA has contravened any term or rule of membership of AGENT 360.
1.11.2. The TA has acted dishonestly in relation to the AGENT 360 membership.
This list of events is non-exhaustive and Singapore Airlines reserves the right to terminate any TA’s AGENT 360 account for any reasons Singapore Airlines shall in its sole discretion see fit. Singapore Airlines will, on a goodwill basis, endeavour to contact the TA by email in order to resolve any discrepancies or non-compliance. In the event that Singapore Airlines has been unable to contact the TA within 28 days of the occurrence of such discrepancy or non-compliance, or the TA is unable to rectify such discrepancies or non-compliance within such period of time, Singapore Airlines reserves the right to terminate the TA’s AGENT 360 membership and close the TA’s account. The TA acknowledges that whether the TA is suspended, permanently excluded or its membership is terminated, the TA shall be liable for all outstanding fees, damages, costs of litigation and any other associated costs that may arise as a result of the TA’s suspension or termination from AGENT 360.
- Account Management
2.1. In the event that an employee should cease employment with the Applicant, the Applicant should delete its account or inform station administrator to delete the user profile as soon as practicable.
2.2. If Applicant would like to edit its profile, Applicant can edit selected account details under ‘Manage your Account’.
- General Conditions
3.1. In the event where Singapore Airlines discovers any Applicant abusing or inappropriately using its AGENT 360 account or its benefits, as shall be determined in Singapore Airlines’ sole discretion, the AGENT 360 account may be immediately suspended and prevented from performing further transactions. In such an event, the reinstatement of the account shall be allowed only at Singapore Airlines’ sole discretion.
3.4. Singapore Airlines may send to Applicants and/or TAs emails containing or relating to sales circulars, promotions to customers and company and business updates (“Informative Materials”). Applicant and its TAs may disseminate such Informative Materials to its customers, provided that it shall not disseminate and/or send such Informative Materials (i) in Singapore Airlines’ name and (ii) without obtaining consent from the customer as required under applicable laws. Each TA may subsequently instruct Singapore Airlines not to send such Informative Materials by changing their email subscription preference in the user profile.
3.5. Singapore Airlines shall not be responsible for any tax liability, including but not limited to income, use, excise, sales, custom fees, value-added tax, or any other tax liability of the TA as a result of the TA’s membership of or participation in AGENT 360.
3.6. The sale or barter of any benefits of the AGENT 360 is prohibited and will result in cancellation of these benefits. Companies that breach this rule may also be liable for damages, litigation and transaction costs.
3.8. Singapore Airlines reserves the right to amend or terminate the AGENT 360 account or any part thereof, at any time and regardless of notice at its sole and absolute discretion. Singapore Airlines is not liable to any Applicant for any losses that may arise as a result of any changes or termination made to the account.
3.9. Singapore Airlines shall not be held liable for any product and service offered or promised by an AGENT 360 Programme partner. Singapore Airlines will not be held liable for any losses or damage that may arise as a result of contracting with an AGENT 360 Programme partner.
3.10. To the maximum extent permitted by law, Singapore Airlines shall not be liable to any TA or Applicant for any injury, loss, claim, damage, cost, disbursement or expense of any kind whatsoever solely arising out of or in connection with the use of the AGENT 360 website, whether such injury, loss, claim, damage, cost, disbursement or expense is caused by Singapore Airlines’ negligence or otherwise, and whether Singapore Airlines has any control over the circumstances giving rise to the claim or not.
3.11. Singapore Airlines will not be liable for any injury, loss, claim, damage, cost, disbursement or expense of any kind whatsoever loss or damage connected to the unavailability or interruption of AGENT 360 to any TA or Applicant in whole or in part or any failure or delay in any way connected with the use of AGENT 360 because of ancillary equipment, the systems of Singapore Airlines systems or technology or any other circumstances, including the use of or inability to connect to AGENT 360. Singapore Airlines makes no guarantee that AGENT 360 will always be available or uninterrupted.
3.12. Singapore Airlines’ liability with respect to any claims solely in relation to the use of the AGENT 360 website shall be limited to the value of the tickets transacted. For the avoidance of doubt, monetary compensation is expressly excluded and Singapore Airlines shall not be liable for any loss of revenue, profit, business, contract, reputation, or for any special, consequential, indirect, exemplary, punitive damages, howsoever arising.
SECTION B: SIA PASSENGER SALES TERMS AND CONDITIONS
Singapore Airlines Limited (“SIA”) is pleased to welcome you and, following our agreement of the Key Terms, appoint you (the “Company”) as SIA’s passenger sales agent in the country / market(s) listed in the Key Terms of the Agreement, and engage the Company to provide the Services (as defined in the SIA Passenger Sales Agency Terms and Conditions) on the terms and conditions set out in the Agreement.
SIA and the Company are collectively referred to as the “Parties” and are each, a “Party”.
The following documents shall form the SIA Passenger Sales Agency Agreement ("Agreement”):
- the Key Terms to be agreed in writing and signed by the Parties;
- the SIA Passenger Sales Agency Terms and Conditions (as amended from time to time), which include
- Non-IATA accredited Agent Terms that may apply to the Company (Schedule 1), and
- the Data Protection Terms (Schedule 2).
In case of any inconsistency, discrepancy or omission between the documents or provisions forming part of the Agreement, such inconsistency, discrepancy or omission shall be resolved and determined by reference to the documents in the order as above.
Where applicable and to the extent permitted by law:
(a) the Agreement shall supplement the existing contractual arrangements, as amended, updated and supplemented from time to time, between the Company and SIA, namely the terms and conditions of the International Air Transport Associations ("IATA") Passenger Sales Agency Agreement and Passenger Sales Agency Rules, and all IATA resolutions incorporated by them (collectively, the "IATA Documents"); and
(b) in the event of any inconsistency, discrepancy or omission between the Agreement and the IATA Documents, the Agreement (including all its Schedules) shall prevail over the IATA Documents.
SIA PASSENGER SALES AGENCY TERMS AND CONDITIONS
1. DEFINITIONS AND INTERPRETATION
1.1 Words and expressions in this Agreement shall have the following meanings, unless the context requires otherwise:
API means application programming interface(s);
BSP means Billing and Settlement Plan, an electronic billing system designed to facilitate the flow of data and funds between travel agencies and airlines;
Conditions of Carriage means the conditions of carriage of SIA in force from time to time as published on SIA’s website (SingaporeAir.com), SIA's tariffs, timetables, notices and elsewhere;
Confidential Information has the meaning ascribed to it in Clause 10.1;
Data Protection Laws has the meaning given in Schedule 2;
Effective Date has the meaning ascribed to it in Section B of the Key Terms;
End Users means a person enquiring about SIA's products or services, regardless of whether such person makes a purchase of SIA's products or services;
GST means tax on the supply of goods and services sold or rendered by one Party to the other;
IPR includes in Singapore and throughout the world and for the duration of the rights (a) any patents, utility models, copyrights, registered or unregistered trademarks or service marks, trade names, brand names, layout-design rights, registered designs and commercial names and designations; (b) any invention, discovery, trade secret, know how, or confidential, business, scientific, technical or product information; (c) any other rights resulting from intellectual activity in the commercial, industrial, scientific, literary and artistic fields and whether dealing with manufactured products or services; and (d) any letters patent, deed of grant, certificate or document of title for anything referred to in paragraphs (a), (b) or (c) of this definition;
Key Terms means the commercial terms as may be agreed in writing between the Parties;
Law has the meaning ascribed to it in Clause 9.1
NDC means the “New Distribution Capability” XML-based data transmission standard developed by IATA
PDPA means the Singapore Personal Data Protection Act 2012;
Process has the meaning ascribed to it in Clause 9.1
Services means the services to be provided by Company under the Agreement, as further particularised in the Commercial Terms;
SIA Reservation System means the reservation system used by SIA to manage and process bookings on its flights;
Term means the term of the Agreement set out in Section C of the Key Terms;
Transportation means air passenger transportation and/or ancillary services; and
Viruses means any electronic virus or other information including but not limited to cancelbots, worms, trojans, malware or other harmful component.
1.2 In this Agreement:
(a) references to "the Agreement" include all amendments, additions and variations thereto agreed between the Parties;
(b) "person" shall include an individual, corporation, company, partnership, firm, trustee, trust, executor, administrator or other legal personal representative, unincorporated association, joint venture, syndicate or other business enterprise, any governmental, administrative or regulatory authority or agency (notwithstanding that "person" may be sometimes used herein in conjunction with some of such words), and their respective successors, legal personal representatives and assigns, as the case may be, and pronouns shall have a similarly extended meaning;
(c) the headings and sub-headings are for convenience only and shall not affect the construction of the Agreement;
(d) unless the context otherwise requires the singular shall include the plural and vice versa;
(e) the words "other" and "otherwise" are not to be construed ejusdem generis with any foregoing words, and whenever the words "include", "includes" or "including" are used in the Agreement, they will be deemed to be followed by the words "without limitation";
(f) references to "Clauses" are to clauses of the Agreement (unless otherwise specified);
(g) "including" and similar expressions are not and must not be treated as words of limitation; and
(h) any reference to a statute, statutory provision or other legislation includes:
(i) any order, regulation, instrument or other subordinate legislation made under it; and
(ii) except where the contrary is stated or the context otherwise requires, any amendment, extension, consolidation, re-enactment or replacement of it,
for the time being in force.
2. SALE OF TRANSPORTATION
2.1 Any Transportation sold by Company under the provisions of the Agreement shall be sold subject to the Conditions of Carriage of SIA. Company shall transmit to SIA such specific instructions, requests or particulars in connection with each customer as may be proper to enable SIA to render efficient service to its customers.
2.2 Company shall request reservation of firm booking(s) only when Company has had a request from a customer and, if so required by SIA, when a deposit therefore in the proper amount has been paid to Company by the customer. Company shall secure confirmation from SIA that a definite reservation has been made before issuance to the customer of a ticket, exchange voucher/order, form, document or other material for any particular flight(s); except that, unless otherwise instructed by SIA, a ticket, exchange voucher/order, form, document or other material may be issued to a customer covering "open date" Transportation, or a ticket, exchange voucher/order, form, document or other material may be so issued which includes an "open date" portion or portions for which no accommodation has been reserved at the time of issuance to the customer, provided such ticket, exchange voucher/order, form, document or other material is properly marked to indicate "open date" issuance in accordance with current instructions of SIA.
2.3 Company shall make only such representations as to SIA, aircraft or route by which any service is to be furnished by SIA as are herein authorised or may hereafter be authorised by SIA.
2.4 The Agreement shall be subject to, and Company agrees to observe, all government laws and regulations applicable to the sale of Transportation or any other acts performed by Company under the Agreement in the territory or territories where the office of Company listed herein is located, and in all territories to or over which Company may sell the Transportation.
2.5 Company shall not become the General Sales Agent in a specific country or region of any additional airlines either directly or indirectly without the prior written consent of SIA. If Company decides to accept this additional representation which SIA views as a conflict of interest, this will constitute just cause for SIA to terminate the Agreement forthwith without notice.
3. COMPANY'S RIGHTS AND OBLIGATIONS
3.1 During the Term, Company shall:
(a) provide the Services in a professional manner to the satisfaction and approval of SIA in accordance with and subject to the terms of the Agreement;
(b) in good faith discuss, consult and agree with SIA on the scope of the Services and/or the manner in which the Services are to be provided, with a view to ensuring orderly operation of the business of SIA during the Term;
(c) in providing the Services, comply with, or procure compliance with, the provisions of the Agreement, all applicable laws, and such directions, instructions, policies and/or guidelines as may be required or prescribed by SIA from time to time and notified to Company in writing;
(d) exercise, in the provision of the Services and the performance of its obligations hereunder, the standard of skill, care and diligence that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of like character as SIA, having regard to the provisions of the Agreement; and
(e) promptly give to SIA all such information and updates as SIA may reasonably require in connection with matters relating to the provision of the Services;
3.2 During the Term, the Parties shall, at regular quarterly or other agreed intervals, undertake a review of the scope of the Services and in good faith discuss and agree on any variations thereto.
3.3 Company represents, warrants and undertakes to and for the benefit of SIA that:
(a) it is competent, professional and capable of discharging its obligations under the Agreement, and the Services shall be performed with utmost skill, care and diligence in full compliance with the terms of and all requirements relating to the Agreement; and
(b) it has, and will maintain throughout the Term, all requisite licences, permits, consents and insurance policies necessary for it to carry out and perform the Services and its obligations under the Agreement.
3.4 Company may represent itself on letterheads, advertising, telephone listings and classifications, office signs and otherwise as an "Agent" or "Booking Agent" representing SIA, but shall not represent itself as a "General Agent" or "General Sales Agent" or use any other designation, such as "Air Lines Ticket Office" or "Consolidated Air Lines Ticket Office", which would indicate or imply in any way that its office is an office of SIA.
3.5 During the Term, Company shall:
(a) other than as provided for in Clause 2.1, seek the approval of SIA for all advertising matter issued by and at the expense of Company across all media channels, including, without limitation, digital, social and print, in which reference is made to SIA;
(b) make known the services of SIA in every way reasonably practicable. Company shall display in its office, posters, booklets, circulars and other publicity material supplied by SIA free of charge to Company and any such material of a permanent or valuable character and so designated by SIA shall remain the property of SIA;
(c) obey and observe all directions and instructions given to it by SIA relating to the sale of the Transportation;
(d) perform its obligations diligently, efficiently, in a timely manner with reasonable care and skill according to the standards in the industry for similar services;
(e) comply with SIA's instructions in relation to the making of any sale of Transportation under the Agreement;
(f) hold such licence where it is required by law, any regulatory authority or any industry body in any jurisdictions to hold a licence to carry on the business of a travel agent, and Company shall notify SIA immediately upon the revocation, cancellation or non-renewal of such licence;
(g) in the event of any errors or mistakes in any Transportation sold under the Agreement (howsoever caused), to work together with SIA and to take such actions as SIA may request to resolve the corresponding issues;
(i) provide SIA with all information requested by SIA during the booking process, including contact information (e.g. telephone numbers and email addresses) provided by customers and any other information required by governmental authorities. Company shall not substitute any contact information or provide Company's contact information in lieu of such customer without the consent of such customer and SIA;
(j) ensure that all information provided to SIA is complete and accurate;
(k) promptly communicate any updates or changes to the Transportation sold under the Agreement to the corresponding customer, including without limitation schedule change or disruption;
(l) not upload, collect, store or post personal data about End Users unless specifically authorised by such End Users in accordance with applicable data protection laws;
(m) not make speculative bookings, reserve seats in anticipation of demand and/or improperly create or modify records;
(n) not develop or publish any reservation, ticketing, sales, cargo or tariff guide;
(o) not engage in any fraudulent activity, including without limitation, altering flight coupons for non-qualifying discount travel, back-dating tickets or selling coupons, discounts or upgrades;
(p) not engage, facilitate or encourage any form of bias against SIA's products or services or alter the presentation of the information as provided by SIA; and
(q) not, without the prior written consent of SIA:
(i) act as an intermediary for further distribution of SIA's products and services via other intermediaries or sales agents;
(ii) offer or distribute SIA's products and services via any other channel that appears to be a search, booking or ticketing service from a third party; or
(iii) in the event SIA licenses API to Company for use under the Agreement, offer or sell SIA's products and services via a third party linking from or otherwise using such API.
3.6 The name(s) under which the activities of Company are conducted, or under which any of its offices are operated, shall be only such as are set forth herein, and neither such name(s) nor the location of Company's office shall be changed. Notwithstanding the foregoing provision, Company may by giving SIA at least two (2) months' prior written notice effect any such changes.
3.7 Company acknowledges and agrees that:
(a) the purchase, sale or barter of promotional awards, mileage or tickets is strictly prohibited;
(b) it shall be its sole responsibility, at its own cost:
(i) to ensure that bookings and/or ticketing made by Company are only in respect of customer's genuine travel requirements;
(ii) to take such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws) regarding any act or omission of End Users or third party; and
(iii) to take out insurance policies with reputable companies for sufficient amounts necessary in order to cover the responsibilities and liabilities that arise from its provision of the Services and the sale of Transportation by Company under the Agreement; and
(c) it shall be liable for Company's, Company's users, Company Users, Company's personnel and Company's agents acts and omissions under the Agreement.
4. SIA'S RIGHTS
SIA will not assume or pay any telephone, telegraph, mailing, printing, or other advertising or promotional expenses of Company except when SIA specifically authorises Company to incur such expenses.
5.1 When applicable for the sale of Transportation by Company under the Agreement, SIA shall remunerate Company in a manner and amount as stated in the
Key Terms or in such other manner and amount as may be stated from time to time and communicated to Company by SIA. Such remuneration shall constitute full compensation for the services rendered to SIA.
5.2 SIA may, for any reason, make or allow a refund of the whole or part of the fare. SIA will not remunerate Company upon any sum so refunded, and Company shall reimburse SIA the remuneration which has been paid in respect of any sum so refunded.
5.3 For the purpose of computing remuneration, the "applicable tariff rates" shall exclude any tax(es), surcharges thereon and any charge(s) for excess weight or valuation of baggage.
5.4 Company shall retain the full amount of the remuneration allowed by SIA, and shall not rebate or promise to rebate, directly or indirectly, in any manner whatsoever, such remuneration or portion thereof to any customer, customer's agent, or any other person.
5.5 Unless otherwise specified, all invoices will be billed in Australian dollars and all payments required to be made under the Agreement shall be made in Australian dollars.
5.6 Unless otherwise expressly provided, all amounts stated in the Agreement expressed to be exclusive of any GST arising in respect of any supply made hereunder shall on the issue of a valid tax invoice in respect of the same be paid to the Party making such supply by the Party to whom it is made in addition to any other consideration payable. Save for the foregoing, all other taxes shall be borne by Company, including without limitation any withholding tax payable as a result of the Agreement. SIA shall pay to Company all amounts due under the Agreement net of any withholding tax, and shall be permitted and entitled, if required in compliance with applicable laws or regulations, to withhold or deduct from the amounts payable to Company under the Agreement such taxes, withholdings and/or deductions.
6.1 Where Company is an IATA member, Company shall remit to SIA the monies due for the Transportation sold by Company hereunder as per the BSP ruling at that particular time and if so required by SIA, Company shall submit sales reports (or 'no sales' reports), at such times, in such manner, under such conditions and in such currencies as SIA may designate from time to time in writing.
6.2 All monies collected or received by Company for the Transportation sold by Company hereunder are the property of SIA, and shall be held by Company on trust in a segregated account exclusively for the benefit of SIA, and Company shall ensure that such funds are not comingled with any other monies (including the monies of other customers of Company, other funds of Company, and/or funds of other third parties).
6.3 In the event SIA does not receive the full and complete payment in accordance with the Agreement, SIA shall be entitled to cancel the relevant booking or sale of the Transportation and Company shall be liable and must indemnify and hold harmless SIA from and against any claim, demand, loss, damage, cost, or liability (including legal fees) which SIA may suffer or suffers in connection with or arising from the cancellation, including any reasonable settlement made with the relevant customer in SIA's sole discretion.
7. CUSTODY AND ISSUANCE OF DOCUMENTS
7.1 SIA may, at its option, furnish Company free of charge with tickets, forms, documents and other materials for use in connection with business transacted under the Agreement, and such documents shall remain the property of SIA and shall be issued by Company only in its specified office. If written authorization is given to Company by SIA, Company may draw its own tickets, forms, documents or other materials on SIA.
7.2 Company shall be responsible for the safe custody and care of such documents while in its possession and shall be liable to SIA for the value of any such documents. All stocks of tickets, forms, documents and other materials, and the books and records of Company relating to the sale the Transportation offered by SIA shall be open to inspection by SIA or its designated representative.
7.3 Company shall not in any manner vary or modify the terms and conditions set forth in any documents or instructions of SIA.
8. FINANCIAL SECURITY
Where Company is an IATA member:
(a) Company shall notify SIA of its financial security pledged to the country/area of the BSP as specified by SIA from time to time ("IATA-BSP-country"), with effect from the Effective Date. Subsequently, Company shall update SIA of its pledged financial security on an annual basis. Company is also required to notify SIA of any changes to the pledged financial security within the next working day of submitting the change to IATA-BSP-country.
(b) Company shall also permit SIA to verify with IATA-BSP-country on the provided financial security information on a regular basis.
(c) If Company breaches any of the terms and conditions of the Agreement, SIA reserves the right to withhold tickets, forms, documents and other materials from Company.
9. PERSONAL DATA
9.1 Company acknowledges and represents that it is aware of and is in compliance with the requirements under all applicable Data Protection Laws, as defined under Schedule 2 to this Agreement. Each Party shall comply with the provisions under Schedule 2 to this Agreement. SIA shall have the right to terminate this Agreement with immediate effect if Company is found to have breached any provision under this clause, including Schedule 2, and fails to remedy such breach within 14 days’ notice.
10.1 For the purposes of the Agreement, "Confidential Information" includes the terms of the Agreement, all information (written or oral) concerning the business and affairs of SIA (including, without limitation, information relating to the operational systems and processes of SIA, customers and services of SIA or its related or associated companies, reports, recommendations, advice or tests, source and object codes of software incorporated into the operational systems and processes operated by SIA or its related or associated companies including any API licensed by SIA to Company under the Agreement (where applicable)), and data, obtained or received or accessed by Company as a result of or in connection with the entry or performance of the Agreement. Any information which Company has received or will receive in tangible form from the disclosing party that is marked as "Confidential" or "Proprietary" or with words to similar effect pursuant to the Agreement will also be considered Confidential Information.
10.2 Company agrees to keep confidential, and to procure that its officers, employees, agents, and approved vendors and sub-contractors keep confidential, any Confidential Information, and shall not, disclose the Confidential Information to any other person unless disclosure has been expressly permitted by SIA in writing. Company agrees and acknowledges that Confidential Information shall only be used for the purposes of performing its obligations under the Agreement.
10.3 Company agrees to disclose such Confidential Information only to the extent necessary to such of its officers, employees, agents, and approved vendors and sub-contractors as shall have a need to know for the proper purposes referred to in this Clause 10. Company hereby undertakes to take all such steps as shall from time to time be necessary to ensure compliance by its employees, agents, and approved vendors and sub-contractors with the provisions of this Clause 10.
10.4 Notwithstanding the foregoing, Company shall not be liable to SIA for the disclosure of any Confidential Information which is in or later enters the public domain, other than by reason of any breach, default or wilful or negligent act or omission of Company or any of its officers, employees, agents, vendors or sub-contractors.
10.5 Upon request, Company shall immediately return to SIA all tangible materials (including copies thereof), excluding materials made available or supplied by Company, including, but not limited to any documents, disks, USB sticks, tapes and/or similar storage devices without retaining any copies, notes or extracts. If not returned, such tangible materials shall be destroyed (or deleted if stored or contained in a database or compilation system).
10.6 The provisions of this Clause 10 shall survive, and continue to be binding on the Parties after, the expiry or termination of the Agreement.
11.1 Company warrants and represent that:
(a) it has the right, power and authority to enter into the Agreement;
(b) it has the rights necessary to perform its obligations hereunder;
(c) in the event Company provides API to SIA under the Agreement, its title to and property in such API is free and unencumbered and it owns or has all necessary rights to grant the rights contemplated hereunder including all IPR in such API;
(d) all items supplied solely by Company to SIA under the Agreement do not alone or in any combination infringe any IPR, and in the event Company provides API to SIA under the Agreement, it is not aware of any claims of the IPR in such API that would be inconsistent with the performance of its obligations under the Agreement;
(e) it shall not infringe any of SIA's or any third party's IPR in performing its obligations under the Agreement or accessing or using any API licensed by SIA to Company under the Agreement (where applicable);
(f) it will adhere to the Suppliers' Code of Conduct set out in www.singaporeair.com/pdf/media-centre/supplierscodeofconduct.pdf, which may be revised by SIA from time to time; and
(g) it will comply with the Agreement, and all applicable laws and regulations including without limitation any fraud prevention measures, export laws and/or applicable data protection laws in connection with Company's obligations under the Agreement (including but not limited to the PDPA and/or any other data protection or privacy obligations SIA may prescribe from time to time in relation to the same).
11.2 Company shall not introduce any Viruses onto SIA's systems while performing the Services. In the event Company provides API to SIA under the Agreement, Company:
(a) further warrants and represents that such API will not, when installed, contain Viruses that will have an adverse effect on the information and networked system including but not limited to all hosts, routers, fileservers, firewalls and/or network appliances; and
(b) shall, without prejudice to any other right of action available to SIA under the Agreement or under any general law, notify SIA immediately if such API shall be found or should have been found to contain any Viruses.
12. LIMITATION OF LIABILITY
12.1 Except as otherwise provided in the Agreement, neither Party shall be liable to the other Party for any special, incidental, indirect, consequential, exemplary or punitive damages (including, without limitation damages for lost profits, anticipated profits, contract, goodwill, production, corruption of data, operation time, revenue, economic loss, business opportunity or business interruption) relating to the Agreement, any of the services or work product provided under the Agreement or any other subject matter of the Agreement and regardless of whether such claim be based on contract, tort, equity or otherwise.
12.2 Without limiting Clause 12.1, the maximum aggregate liability of SIA to Company for any or all claims for any damages of any kind relating to the Agreement, any services or work product provided under the Agreement or any other subject matter of the Agreement shall not exceed an amount equal to the total amount payable from SIA to Company through its incentive schemes.
12.3 The limitations of liability contained in Clause 12.1 and 12.2 will apply regardless of the form of action (including without limitation, contract, warranty, negligence, tort, strict liability or statutory) or type of damages, regardless of any claim or finding with respect to the adequacy, failure, purpose or sufficiency of any remedy offered or provided for hereunder and regardless of whether a Party was informed of, aware of or otherwise could have anticipated the possibility of such damages or liability.
12.4 Clauses 12.1 and 12.2 shall not apply to the indemnities to be provided pursuant to Clause 13; and shall not apply to damage and/or loss caused to SIA by Company's:
(a) infringement of any of SIA's or SIA's licensors' IPR;
(b) breach of the licence terms and Company's obligations in relation to such API in the event SIA licenses API to Company for use under the Agreement;
(c) breach of Clauses 3, 9 and 11; and/or
(d) breach of its confidentiality obligations under the Agreement.
13.1 Company agrees to indemnify and hold harmless SIA and its related and associated companies in full from and against all actions, proceedings, claims, damages, liabilities, settlement sums, charges, losses, costs and expenses (including without limitation, legal costs and expenses and costs of other professionals and any penalties or other amounts levied, imposed or charged by any regulator or regulatory authority) (collectively, "Losses") whatsoever arising out of or in connection with:
(a) the sale or issue of tickets, exchange vouchers/orders, forms, documents or other materials furnished by SIA to Company, or tickets, exchange vouchers/orders, forms, documents or other materials issued by Company on the authority of SIA, or the proceeds thereof, whether or not such proceeds have been deposited in a bank, and whether or not such loss is occasioned by the default or insolvency of either a purchaser of such forms or documents or of a bank in which Company may have deposited such proceeds, and notwithstanding the fact that, under the terms of the Agreement, such proceeds are the property of SIA and held by Company on trust in a segregated account exclusively for the benefit of SIA, and Company shall ensure that such funds are not comingled with any other monies (including the monies of other customers of Company, other funds of Company, and/or funds of other third parties);
(b) in the event SIA licenses API to Company for use under the Agreement, Company's or its users' access and/or use of such API (including any content or data in connection therewith);
(c) Company's or its users' breach of any of the terms of the Agreement and/or any applicable policies, guidelines or terms prescribed by SIA from time to time;
(d) Company's or its users' violation of any rights, including without limitation, the IPR, of a third party;
(e) in the event SIA licenses API to Company for use under the Agreement, any other party's access, use, breach or violation of the items set out in the above paragraphs (b) to (d), where such party was able to access and/or use such API by using Company's access credentials;
(f) Company's breach of its confidentiality obligations under the Agreement;
(g) fraud (including any chargebacks on credit cards in connection with or caused by fraudulent claims and disputes), gross negligence, willful misconduct, negligent act, omission or misrepresentation of Company, Company's users, Company’s Users, Company's personnel or Company's agents; and/or
(h) bodily injury or death of any person or damage to real and/or tangible personal property directly caused by the negligence or willful misconduct of Company, Company's users, Company’s Users, Company’s personnel or Company's agents.
13.2 The remedies contained in this Clause 13 are without prejudice to and in addition to any warranties, indemnities, remedies or other rights provided by law, and/or under any other provision of the Agreement for the benefit of SIA. Company agrees and acknowledges that SIA is not obliged to take any step or measure to mitigate any Losses.
14.1 The Agreement may be terminated:
(a) by SIA giving written notice to terminate to Company if:
(i) Company commits any breach of any term of the Agreement and (in the case of a remediable breach) fails to remedy the breach within fourteen (14) days of receipt of a written notice from SIA to remedy the breach.
(ii) Company is involved in any activity which may bring SIA into disrepute, damage the good name of SIA or result in losses to the property of SIA;
(iii) Company's sales performance is not up to SIA's expectation;
(iv) Company ceases to be in business as a travel agent for sale of the Transportation;
(v) where Company is an IATA member and Company's membership is revoked or terminated for any reason whatsoever;
(vi) Company has its travel agency licence cancelled or revoked, or such licence otherwise expires or lapses; or
(vii) in SIA's opinion, Company is not operating as a travel agent in the best interests of SIA and/or its related or associated companies;
(b) by either Party at any time upon the giving of thirty (30) days' written notice to the other Party; or
(c) by either Party giving written notice to the other Party in the event that either Party (i) files for bankruptcy; (ii) becomes or is declared insolvent, or is the subject of any proceedings related to its liquidation, insolvency or the appointment of a receiver or similar officer for it; (iii) makes an assignment for the benefit of all or substantially all of its creditors; or (iv) enters into an agreement for the composition, extension, or readjustment of substantially all of its obligations.
14.2 Upon expiry or termination of the Agreement:
(a) a request for return of Confidential Information is deemed to be made and Clause 10.5 and 10.6 shall apply;
(b) all property of SIA shall immediately be returned to SIA, together with all monies due and payable to SIA hereunder and a complete, and satisfactory account rendered; and
(c) SIA may, without prejudice to any of its rights under the Agreement, take possession of any property belonging to SIA.
14.3 Any termination of the Agreement pursuant to this Clause shall be without prejudice to any other rights or remedies any Party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either Party.
14.4 All Clauses of the Agreement so intended to survive after expiry or termination of the Agreement shall survive the expiry or sooner termination of the Agreement. For the avoidance of doubt, the indemnities provided by Company hereunder shall survive, and continue to be binding on the Parties after the expiry or termination of the Agreement.
15. ANTI-CORRUPTION/ANTI-BRIBERY REPRESENTATIONS AND WARRANTIES
15.1 Company represents and warrants that it is in compliance with all laws of those countries in which it operates, including all anti-corruption and anti-bribery laws, and will remain in compliance with all such laws during the Term. Company further represents and warrants that it has not made, authorized or offered to make payments, gifts or other transfers of value, directly or indirectly, to any government official or private person in order to (a) improperly influence any act, decision or failure to act by that official or person, (b) improperly induce that official or person to use his or her influence with a government or business entity to affect any act or decision by such government or entity, or (c) secure any improper advantage.
15.2 Company agrees that should it learn or have reason to know of any payment, gift or other transfer of value, directly or indirectly, to any government official or private person that would violate any anti-corruption or anti-bribery law, it shall immediately disclose such activity to SIA. If, after consultation by the Parties, any concern cannot be resolved in the good faith and reasonable judgment of SIA, then SIA, on written notice to Company, may despite any other term of the Agreement withdraw from or terminate the Agreement with immediate effect.
15.3 SIA shall have the right to terminate the Agreement with immediate effect if Company breaches this Clause 15, or any other, representation, warranty or undertaking set forth in the Agreement.
16. NOTICES AND COMMUNICATION
16.1 All notices required or permitted to be given hereunder shall be in writing and in the English language and shall be sent by hand or by post or by email to the respective addresses and/or numbers of the Parties set out in the Key Terms or to such other address or numbers as the relevant Party may hereafter specify to the other Party by notice in writing expressed to be for the purposes of this Clause.
16.2 Any notice, demand or other communication so addressed to the relevant Party shall be deemed to have been delivered if (a) delivered by hand, on the date of receipt, or (b) delivered by post, five (5) days after despatch, or (c) in the case of electronic transmission, on despatch of the notice from the sender's outbox, unless a delivery failure notification is received by the sender, or (d) delivered by electronical means such as emails, file transfer etc.
17.1 Company's records, such as books, tickets, exchange vouchers/orders, forms, documents and other materials relating to the sale of the Transportation and/or Services offered by SIA shall be open to inspection by SIA. Company shall furnish to SIA adequate opportunity to interview and obtain information from any officer, agent, employee and servant of Company whom SIA has reason to believe is or might be in possession of information relative to the complaint or other matter under investigation.
17.2 Company shall submit to SIA on an annual basis, its audited annual accounts within six (6) months of the close of its financial year.
18. GOVERNING LAW AND DISPUTE RESOLUTION
18.1 The laws of the Republic of Singapore shall govern the validity and interpretation of the Agreement and the legal relationship of the Parties to it.
18.2 In the event of any dispute of difference arising out of or in connection to the Agreement or the breach thereof including any question regarding its existence, validity or termination, the Parties shall use their best endeavours to settle such disputes or differences through amicable discussions. To this effect, they shall consult and negotiate with each other, in good faith and understanding of their mutual interests, to reach an amicable and equitable solution satisfactory to both Parties.
18.3 If the Parties are unable to reach any solution within a period of thirty (30) days after the commencement of the negotiation then the disputes or differences shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force which rules are deemed to be incorporated by reference into this Clause. All arbitration proceedings shall be in the English language.
18.4 The commencement of any arbitration proceedings under this Clause shall in no way affect the continual performance of the obligations of the Parties under the Agreement, except insofar as such obligations relate to the subject matter of such proceedings.
19.1 No waiver of any rights arising under the Agreement shall be effective unless in writing and signed by the Party against whom the waiver is to be enforced. No waiver of any breach of the Agreement shall operate as a waiver of any subsequent breach of the same or any other provision. The failure of either Party to enforce at any time of the provisions of the Agreement shall in no way be interpreted as a waiver of such provision.
19.2 If any term or provision of the Agreement shall be held to be invalid, illegal or unenforceable, the remaining terms and provisions of the Agreement not affected by such invalidity illegality or unenforceability shall remain in force and effect and such invalid, illegal or unenforceable term or provision shall be deemed not to be part of the Agreement.
19.3 The Agreement is personal to Company and shall not be assigned or novated either as to the whole or any part thereof, without the prior written consent of SIA. SIA may, by notification to Company, assign or novate the whole or any part of the Agreement to any party. Company shall be deemed to have consented to such assignment or novation, which shall be effective on the date that SIA notifies Company.
19.4 The Agreement shall operate for the benefit of and be binding on the successors in title and permitted assigns of each Party.
19.5 Company shall carry out its obligations hereunder personally. Company shall not subcontract the whole or any part of its obligations under the Agreement without the prior written consent of SIA.
19.6 Notwithstanding any other provision to the contrary contained in the Agreement, SIA will be entitled, at any time and from time to time, without notice to Company, to set off and deduct from any and all amounts payable to Company (whether under the Agreement or any other agreement), any and all sums that may be due and owing by Company to SIA, its related or associated companies, whether under the Agreement or otherwise (including without limitation, any liquidated damages payable under any of the Clauses of the Agreement, or any amounts previously overpaid to Company).
19.7 The Agreement including all schedules and attachments hereto contains the entire agreement between the Parties with respect to the subject matter of the Agreement and supersedes all previous agreements and understandings between the Parties relating to the subject matter herein, whether oral or in writing. No amendments or changes to the Agreement shall be effective unless made in writing and signed by authorized representatives of the Parties.
19.8 Nothing in the Agreement shall create or be deemed to create a partnership or joint venture between the Parties and unless otherwise expressly provided in the Agreement no Party shall enter into or have authority to enter into any engagement or make any representation or warranty on behalf or pledge the credit of or otherwise bind or oblige the other Party thereto. The Parties enter into the Agreement as independent contractors.
19.9 All media releases, public announcements and public disclosures by Company relating to the Agreement, or the subject matter thereof, including but not limited to promotional marketing material, but not including any announcement intended solely for internal distribution by SIA and Company nor any disclosure required by legal, accounting or regulatory requirements, shall be approved by SIA in writing prior to release.
19.10 For the avoidance of doubt, the obligations of this Clause 19 shall survive the expiration or termination of the Agreement without limitation in point of time.
19.11 A person not party to the Agreement (other than a permitted assignee to whom rights have been assigned in accordance with the provisions of the Agreement) shall have no right under any legislation for the enforcement of contractual terms by a third party (whether in force now or to be enacted in the future and as the same may be modified, adapted or supplemented from time to time) to enforce any term of the Agreement.
19.12 Time is of the essence of the Agreement but no failure or delay on the part of SIA in exercising any right, power, privilege or remedy shall impair any such right, power, privilege or remedy or be construed as a waiver thereof or an acquiescence to such default.
19.13 Order of precedence:
(a) If there is any conflict or inconsistency between this Agreement and any previous passenger sales agency agreement and/or incentive or remuneration agreement entered into between SIA and the Agent, the terms of this Agreement shall prevail, subject to clause 19.13 (b) below.
(b) Where the Company has entered into an SIA Passenger Sales Agency Agreement with SIA which came into effect on or after 1 May 2020 (a “Prior SIA PSAA”), the Parties agree that in the event of a conflict between this Agreement and a Prior SIA PSAA, the terms of the relevant Prior SIA PSAA shall prevail.
19.14 If there is any conflict in meaning between the English language version of this Agreement and any version or translation of this Agreement in any other language, the English language version shall prevail.
SCHEDULE 1 – NON-IATA ACCREDITED AGENTS
If the Company is an IATA-accredited Agent, this Schedule 1 will not apply to the Company.
1.1 Words and expressions in this Schedule 1 shall have the following meanings, unless the context requires otherwise:
includes Head Office and Branch Office locations specified by Company and approved by SIA;
Head Office means Company's principal place of business;
Branch Office means Company's place of business as a branch office location which is the same entity as its Head Office and which has been approved by SIA in writing, with the Head Office having full legal and financial responsibility of the administration, staff, liability maintenance and operational expense of the Branch Office;
Electronic Document means:
(a) an electronic record issued by an Approved Location, in accordance with applicable tariffs for the issuance of the passenger ticket or Order;
(b) an electronic record issued by SIA or Company, in accordance with applicable tariffs, for residual value (applicable to carriers only), refundable balance or, for the collection of miscellaneous charges, which depending on the conditions of issuance, may or may not be lifted with an electronic ticket flight coupon(s);
(c) SIA's own traffic documents – passenger ticket and baggage check forms, automated ticket/ boarding passes, miscellaneous charges orders, multiple purpose documents, agent refund vouchers and online tickets supplied by SIA to Company; and/or
(d) any electronic tickets and other electronic documents issued by SIA to Company.
GDS means a computerised system containing and/or facilitating access to information about schedules, availability, fares and related Services, and through which reservations can be made and/or tickets issued, and which makes some or all of these facilities available to subscribers, including Company.
Order means a uniquely identified record of the agreement of one party with another to receive products and Services under specified terms and conditions;
- COMPANY'S ADDITIONAL OBLIGATIONS
2.1 The Company represents and warrants that it is established for no less than 1 year as at the date of this Agreement.
2.2 Company shall, as soon as reasonably practicable, furnish a security deposit as set out in the Key Terms or otherwise instructed by SIA by way of cash or a banker's guarantee issued by a reputable bank acceptable to SIA, on terms prescribed by SIA.
2.3 SIA and/or its designees may, by reasonable notice in writing and at any time during normal office hours, access the premises of Company to audit their facilities, equipment, documents (including without limitation, Electronic Documents), records and/or data, for the purposes of verifying compliance with the terms and conditions of this Agreement, including compliance with this Clause 2 set forth in this Schedule 1 and/or any other requirements under this Agreement. Company shall procure that its personnel provide SIA and/or its designees with full co-operation and assistance in connection with the audit at their own cost and expense, at no additional cost to SIA. Save for the foregoing, each such audit shall be carried out at SIA's sole cost and expense unless any unreported breach is uncovered in the course of such audit, in which case the reasonable costs of that particular audit shall be borne solely by Company.
2.4 Company shall:
(a) carry out its business in Approved Locations;
(b) only issue the Electronic Documents in the form that has been approved by SIA;
(c) comply with any other terms and conditions imposed by SIA in relation to the issuance of Electronic Documents, including without limitation:
(i) all other instructions issued by SIA in relation to the issuance of an electronic miscellaneous document;
(ii) all other instructions issued by SIA in relation to the making of reservations, including without limitation, to:
(1) establish and verify the details of the required service, including but not limited to the complete itinerary, minimum connecting time intervals, flight number(s) and any special service information and requirements etc;
(2) obtain the emergency contact of a customer;
(3) ensure that the actual operating carrier is made clear to the customer for code-shared flights;
(4) make modifications to the original booking be made in the same computer reservation system;
(5) ensure that any documents are issued in accordance with the status for reservations;
(6) strictly adhere to time limits established by SIA when making reservations for a group;
(7) request or sell airline space only when Company has a request to do so from a customer;
(8) ensure reservations booking designator used in booking space corresponds to the applicable fare quoted to the customer;
(9) advise passengers of irregular flight operations and disruptions; and
(10) notify a customer of the reservations status of all segments and associated services and of any changes thereto;
(iii) all other instructions issued by SIA in relation to the use of its traffic documents, including without limitation, ensuring the safe custody and care of traffic documents whilst these traffic documents are in the possession, custody, or control of Company;
(iv) all other instructions issued by SIA in relation to the issuance of an electronic ticket, including without limitation, to:
(1) undertake appropriate measures to ensure clear identification of the ticket as an electronic transaction throughout all processing operations concerning such ticket;
(2) report and remit to SIA the monies due in respect of the electronic tickets in accordance with SIA's standard procedures;
(3) record the date of issuance for all electronic tickets;
(4) provide passenger with all applicable legal notices, and generate and furnish a receipt to the customer, such legal notices to be in accordance with any applicable laws, regulations and/or guidelines furnished by SIA;
(5) issue separate flight coupons for each portion of the journey where a change of flight, change in reservation booking designation or a stopover is involved;
(6) ensure that tickets issued initially in conjunction with one another shall be of the same form code and shall be in numeric sequence, which shall otherwise be in accordance with guidelines furnished by SIA from time to time;
(7) issue separate passenger tickets for each passengers;
(8) adhere strictly to all ticketing time limit requirements established by SIA, which may be amended by SIA from time to time;
(9) ensure that dates provided on electronic tickets to be composed of two numerics for day followed by first three letters of month and the last two digits of the year;
(10) ensure that country codes used to identify taxing countries shall be those established by the International Standards Organisation;
(11) ensure that currency codes used shall be approved by SIA;
(12) honour flight coupons only in the sequence stored in the ticket record;
(13) ensure that the fare paid by customer shall be that which is applicable when international travel actually commences in the country of the point of origin shown on the ticket;
(14) ensure that details of the passenger itinerary receipt comply with such guidelines as may be funished by SIA from time to time; and
(15) release cancelled reservations by a customer whenever a customer cancels a reservation.
2.5 Company shall not:
(a) accept money from a customer and retain such money without providing a customer air transportation or ancillary services;
(b) make a change, or reissue any Electronic Documents without the instructions of the customer; issue a miscellaneous document against an unused or partly used document;
(c) sell, validate or issue an Electronic Document of or in the name of SIA for Transportation solely on any other carrier, unless Company has been so authorised by SIA;
(d) knowingly accept in any manner whatsoever unissued Electronic Documents assigned to and or held by another travel agent, whether or not such documents have been validated. Should Company receive an offer of the nature described above, such offer shall be refused and shall be reported in detail to SIA;
(e) deliberately make duplicate or multiple reservations for the same customer(s);
(f) attempt to secure the required service for a group of 10 or more customers in smaller numbers;
(g) hold space under speculative names;
(h) make excessive reservations for the same customer; and input fictitious, used or expired ticket number
SCHEDULE 2 – DATA PROTECTION TERMS
To the extent that any of the terms or conditions contained in this Schedule may contradict or conflict with any of the terms or conditions of the Agreement, it is expressly understood and agreed that the terms of this Schedule shall take precedence and supersede the Agreement. Any terms not defined in this Schedule shall have the meaning ascribed to it under the Agreement.
The Parties agree as follows:
For the purpose of this Schedule, the following terms shall have the following meanings:
"Business Day" means any day other than a Saturday, Sunday or public holiday in Singapore;
“California Personal Data” means all personal information (as defined in the CCPA) of individual customers of each Party who reside in the State of California, or any personal information of each Party’s employees employed and residing in the State of California;
"Data Protection Laws" means:
(a) in respect of EU Personal Data, any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding instrument of the Party’s member state, including Regulation 2016/679 (the “GDPR”), Regulation (EU) 2017/003 (the “e-Privacy Regulation”) European Union Directive 95/46/EC, and Directive 2002/58/EC (the “e-Privacy Directive”);
(b) in respect of California Personal Data, the California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq (the “CCPA”);
(c) in respect of Personal Data, means the Singapore Personal Data Protection Act 2012 (the “PDPA”); and
(d) in respect of Shared Personal Data, all of the above.
(in each case as amended, consolidated, re-enacted or replaced from time to time);
"EU Personal Data" means all personal data (as defined in the GDPR or any national legislation implementing the GDPR) of individual customers of each Party who are offered goods and services in the European Economic Area (“EEA”), the UK, and Switzerland in each case once the GDPR or equivalent local legislation takes effect in those countries (the “GDPR Countries”) or whose behaviour is monitored in the GDPR Countries, or any personal data of each Party’s employees employed in the GDPR Countries;
"Personal Data" means data, whether true or not, about an individual who can be identified either from that data or from that data when combined with other information to which an entity has access or is likely to have access;
"Process", "Processed", "Processing" means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction;
“Purpose” has the meaning given in Clause 2.2 of this Schedule;
"Representatives" means, as applicable in relation to a Party, its directors, officers, employees, agents, consultants, advisers, subcontractors or other representatives and the directors, officers, employees, agents, consultants, advisers, subcontractors or other representatives of each of the Parties;
“Shared Personal Data” means the EU Personal Data, California Personal Data, and/or the Personal Data each Party provides to or receives from the other; and
"Standard Contractual Clauses" means the standard contractual clauses for the transfer of Personal Data to controllers established in Appendix 1 and any amendments or replacements to such decision; and
“Third Countries” means all countries outside of the scope of the data protection laws of the EEA, excluding countries approved as providing adequate protection for Personal Data by the European Commission from time to time, which at the date of this Schedule include Andorra, Argentina, Canada, Faroe Islands, Guernsey, Isle of Man, Israel, Jersey, New Zealand, Switzerland and Uruguay.
- Purpose of Data Sharing
2.1 The Parties Process Shared Personal Data for the provision of a web-based meta search facility for available travel or travel-related options, presenting the results and enabling end users to select a travel or other travel-related option and create and make changes to the order. Each Party shall in respect of EU Personal Data act as a data controller, subject to the terms of this Schedule.
2.2 Each Party agrees to only Process the Shared Personal Data in accordance with this Schedule, for the purposes of selling SIA’s tickets,
and the Parties shall not Process Shared Personal Data in a way that is incompatible with the Purposes described in this Schedule (the “Purpose”). In no event shall either Party Process any Shared Personal Data for the purpose of direct marketing to customers/employees of the Party from which it received the relevant Shared Personal Data.
2.3 The Parties shall ensure Shared Personal Data comprises only data or information of customers/employees that is necessary for the Purpose, including the customer’s/employee’s name and relevant information that is required to facilitate the flight booking.
2.4 Each Party shall comply with all applicable Data Protection Laws to the extent relevant to its Processing of Shared Personal Data or its obligations under the Agreement and this Schedule.
- Protection of Shared Personal Data
3.1 Each Party shall, and shall procure that its Representatives shall:
(a) in relation to the Shared Personal Data, obtain consent (where necessary) and/or provide notice to customers/employees in accordance with Data Protection Laws to enable Shared Personal Data to be provided to, and used by, the other Party as contemplated by the Agreement;
(b) Process the Shared Personal Data for no longer than is necessary to carry out the Purpose and in any event not longer than any statutory or professional retention periods applicable under any Data Protection Laws, and shall return or delete any Shared Personal Data once the Processing of the relevant Shared Personal Data is no longer necessary for the Purpose;
(c) where Shared Personal Data that constitutes EU Personal Data is transferred by a Party to a location outside of the EEA, the transferor shall comply with the data exporter’s obligations in the Standard Contractual Clauses and the transferee shall comply with the data importers obligations in the Standard Contractual Clauses and the Standard Contractual Clauses are deemed to be incorporated into and form part of this Schedule and the Agreement;
(d) where Shared Personal Data that constitutes Personal Data is transferred outside the territory of the Republic of Singapore, the transferor shall
(i) obtain all necessary consents for such transfer;
(ii) ensure that the recipients of such Personal Data are under contractual obligations to protect such Personal Data to the same or higher standards as those imposed under this Schedule and the PDPA; and
(iii) only transfer or Process such Personal Data to, where necessary for the Purpose,
- any country or territory in which each Party operates, including as specified in the Key Terms;
- any country or territory from or in which each Party’s customers are;
- countries or territories of each Party’s service providers as specified in the Key Terms;
and on the condition that the transferor shall notify the other Party in writing of any intended changes concerning arrangements to transfer or Process such Personal Data outside Singapore;
(e) comply with its obligations pursuant to Chapter 3 of the GDPR (Rights of the data subject) and Part V of the PDPA (Access to and Correction of Personal Data), and pertaining to consumer rights under the CCPA, and where requested by the other Party in relation to any Shared Personal Data, assist the other Party to comply with the same rights to the extent necessary, including:
(i) assisting the other Party with any data subject access requests which it may receive from individuals to whom any Shared Personal Data relates; and
(ii) carrying out any reasonable request from the other Party to amend, restrict, or delete any Shared Personal Data;
(f) notify the other Party promptly and in any event within 24 hours after it learns of any misappropriation or unauthorized access to, or disclosure or use of, the Shared Personal Data; and
(g) implement and maintain adequate technical and organisational measures against unauthorised or unlawful Processing of, accidental loss or destruction of, or damage to, the Shared Personal Data, including without limitation to:
(i) maintain the security and confidentiality of the Shared Personal Data; and
(ii) protect against reasonably anticipated threats or hazards to the security or integrity of the Shared Personal Data;
3.2 A Party shall permit the other Party at any reasonable time upon five (5) Business Days’ notice, to be given in writing, to have access to the appropriate part of the data recipient’s premises, systems, equipment, and other materials and data Processing facilities to enable the other Party to inspect the same for the purposes of monitoring compliance with the data recipient’s obligations under the Agreement and this Schedule. Such inspection shall not relieve the data recipient of any of its obligations under the Agreement and this Schedule.
3.3 The Parties agree to negotiate in good faith modifications to this Schedule if changes are required for a Party to continue to Process the Shared Personal Data in compliance with Data Protection Laws or to address the legal interpretation of Data Protection Laws, including (i) to comply with any amendments to the PDPA; (ii) to comply with the GDPR and any guidance on the interpretation of its provisions once it takes effect; or (iii) if changes to the membership status of a country in the European Union or the EEA require such modification or (iv) to comply with the CCPA and any guidance on the interpretation of its provisions.
STANDARD CONTRACTUAL CLAUSES
Standard Contractual Clauses for the transfer of Personal Data from the Community to Third Countries (controller to controller transfers)
Data transfer agreement
For the purposes of the clauses:
(a) “personal data”, “special categories of data/sensitive data”, “process/processing”, “controller”, “processor”, “data subject” and “supervisory authority/authority” shall have the same meaning as in Directive 95/46/EC of 24 October 1995 (whereby “the authority” shall mean the competent data protection authority in the territory in which the data exporter is established);
(b) “the data exporter” shall mean the controller who transfers the personal data;
(c) “the data importer” shall mean the controller who agrees to receive from the data exporter personal data for further processing in accordance with the terms of these clauses and who is not subject to a third country’s system ensuring adequate protection;
(d) “clauses” shall mean these contractual clauses, which are a free-standing document that does not incorporate commercial business terms established by the parties under separate commercial arrangements.
The details of the transfer (as well as the personal data covered) are specified in Annex B, which forms an integral part of the clauses.
I. OBLIGATIONS OF THE DATA EXPORTER
The data exporter warrants and undertakes that:
(a) The personal data have been collected, processed and transferred in accordance with the laws applicable to the data exporter.
(b) It has used reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses.
(c) It will provide the data importer, when so requested, with copies of relevant data protection laws or references to them (where relevant, and not including legal advice) of the country in which the data exporter is established.
(d) It will respond to enquiries from data subjects and the authority concerning processing of the personal data by the data importer, unless the parties have agreed that the data importer will so respond, in which case the data exporter will still respond to the extent reasonably possible and with the information reasonably available to it if the data importer is unwilling or unable to respond. Responses will be made within a reasonable time.
(e) It will make available, upon request, a copy of the clauses to data subjects who are third party beneficiaries under clause III, unless the clauses contain confidential information, in which case it may remove such information. Where information is removed, the data exporter shall inform data subjects in writing of the reason for removal and of their right to draw the removal to the attention of the authority. However, the data exporter shall abide by a decision of the authority regarding access to the full text of the clauses by data subjects, as long as data subjects have agreed to respect the confidentiality of the confidential information removed. The data exporter shall also provide a copy of the clauses to the authority where required.
II. OBLIGATIONS OF THE DATA IMPORTER
The data importer warrants and undertakes that:
(a) It will have in place appropriate technical and organisational measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected.
(b) It will have in place procedures so that any third party it authorises to have access to the personal data, including processors, will respect and maintain the confidentiality and security of the personal data. Any person acting under the authority of the data importer, including a data processor, shall be obligated to process the personal data only on instructions from the data importer. This provision does not apply to persons authorised or required by law or regulation to have access to the personal data.
(c) It has no reason to believe, at the time of entering into these clauses, in the existence of any local laws that would have a substantial adverse effect on the guarantees provided for under these clauses, and it will inform the data exporter (which will pass such notification on to the authority where required) if it becomes aware of any such laws.
(d) It will process the personal data for purposes described in Annex B, and has the legal authority to give the warranties and fulfil the undertakings set out in these clauses.
(e) It will identify to the data exporter a contact point within its organisation authorised to respond to enquiries concerning processing of the personal data, and will cooperate in good faith with the data exporter, the data subject and the authority concerning all such enquiries within a reasonable time. In case of legal dissolution of the data exporter, or if the parties have so agreed, the data importer will assume responsibility for compliance with the provisions of clause I(e).
(f) At the request of the data exporter, it will provide the data exporter with evidence of financial resources sufficient to fulfil its responsibilities under clause III (which may include insurance coverage).
(g) Upon reasonable request of the data exporter, it will submit its data processing facilities, data files and documentation needed for processing to reviewing, auditing and/or certifying by the data exporter (or any independent or impartial inspection agents or auditors, selected by the data exporter and not reasonably objected to by the data importer) to ascertain compliance with the warranties and undertakings in these clauses, with reasonable notice and during regular business hours. The request will be subject to any necessary consent or approval from a regulatory or supervisory authority within the country of the data importer, which consent or approval the data importer will attempt to obtain in a timely fashion.
(h) It will process the personal data, at its option, in accordance with:
(i) the data protection laws of the country in which the data exporter is established, or
(ii) the relevant provisions of any Commission decision pursuant to Article 25(6) of Directive 95/46/EC, where the data importer complies with the relevant provisions of such an authorisation or decision and is based in a country to which such an authorisation or decision pertains, but is not covered by such authorisation or decision for the purposes of the transfer(s) of the personal data, or
(iii) the data processing principles set forth in Annex A.
(i) It will not disclose or transfer the personal data to a third party data controller located outside the European Economic Area (EEA) unless it notifies the data exporter about the transfer and
(ii) the third party data controller processes the personal data in accordance with a Commission decision finding that a third country provides adequate protection, or
(iii) the third party data controller becomes a signatory to these clauses or another data transfer agreement approved by a competent authority in the EU, or
(iv) data subjects have been given the opportunity to object, after having been informed of the purposes of the transfer, the categories of recipients and the fact that the countries to which data is exported may have different data protection standards, or
(v) with regard to onward transfers of sensitive data, data subjects have given their unambiguous consent to the onward transfer.
III. LIABILITY AND THIRD PARTY RIGHTS
(a) Each party shall be liable to the other parties for damages it causes by any breach of these clauses. Liability as between the parties is limited to actual damage suffered. Punitive damages (i.e. damages intended to punish a party for its outrageous conduct) are specifically excluded. Each party shall be liable to data subjects for damages it causes by any breach of third party rights under these clauses. This does not affect the liability of the data exporter under its data protection law.
(b) The parties agree that a data subject shall have the right to enforce as a third party beneficiary this clause and clauses I(b), I(d), I(e), II(a), II(c), II(d), II(e), II(h), II(i), III(a), V, VI(d) and VII against the data importer or the data exporter, for their respective breach of their contractual obligations, with regard to his personal data, and accept jurisdiction for this purpose in the data exporter’s country of establishment. In cases involving allegations of breach by the data importer, the data subject must first request the data exporter to take appropriate action to enforce his rights against the data importer; if the data exporter does not take such action within a reasonable period (which under normal circumstances would be one month), the data subject may then enforce his rights against the data importer directly. A data subject is entitled to proceed directly against a data exporter that has failed to use reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses (the data exporter shall have the burden to prove that it took reasonable efforts).
IV. LAW APPLICABLE TO THE CLAUSES
These clauses shall be governed by the law of the country in which the data exporter is established, the laws of England, with the exception of the laws and regulations relating to processing of the personal data by the data importer under clause II(h), which shall apply only if so selected by the data importer under that clause.
V. RESOLUTION OF DISPUTES WITH DATA SUBJECTS OR THE AUTHORITY
(a) In the event of a dispute or claim brought by a data subject or the authority concerning the processing of the personal data against either or both of the parties, the parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion.
(b) The parties agree to respond to any generally available non-binding mediation procedure initiated by a data subject or by the authority. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.
(c) Each party shall abide by a decision of a competent court of the data exporter’s country of establishment or of the authority which is final and against which no further appeal is possible.
(a) In the event that the data importer is in breach of its obligations under these clauses, then the data exporter may temporarily suspend the transfer of personal data to the data importer until the breach is repaired or the contract is terminated.
(b) In the event that:
(i) the transfer of personal data to the data importer has been temporarily suspended by the data exporter for longer than one month pursuant to paragraph (a);
(ii) compliance by the data importer with these clauses would put it in breach of its legal or regulatory obligations in the country of import;
(iii) the data importer is in substantial or persistent breach of any warranties or undertakings given by it under these clauses;
(iv) a final decision against which no further appeal is possible of a competent court of the data exporter’s country of establishment or of the authority rules that there has been a breach of the clauses by the data importer or the data exporter; or
(v) a petition is presented for the administration or winding up of the data importer, whether in its personal or business capacity, which petition is not dismissed within the applicable period for such dismissal under applicable law; a winding up order is made; a receiver is appointed over any of its assets; a trustee in bankruptcy is appointed, if the data importer is an individual; a company voluntary arrangement is commenced by it; or any equivalent event in any jurisdiction occurs
then the data exporter, without prejudice to any other rights which it may have against the data importer, shall be entitled to terminate these clauses, in which case the authority shall be informed where required. In cases covered by (i), (ii), or (iv) above the data importer may also terminate these clauses.
(c) Either party may terminate these clauses if (i) any Commission positive adequacy decision under Article 25(6) of Directive 95/46/EC (or any superseding text) is issued in relation to the country (or a sector thereof) to which the data is transferred and processed by the data importer, or (ii) Directive 95/46/EC (or any superseding text) becomes directly applicable in such country.
(d) The parties agree that the termination of these clauses at any time, in any circumstances and for whatever reason (except for termination under clause VI(c)) does not exempt them from the obligations and/or conditions under the clauses as regards the processing of the personal data transferred.
VII. VARIATION OF THESE CLAUSES
The parties may not modify these clauses except to update any information in Annex B, in which case they will inform the authority where required. This does not preclude the parties from adding additional commercial clauses where required.
VIII. DESCRIPTION OF THE TRANSFER
The details of the transfer and of the personal data are specified in Annex B. The parties agree that Annex B may contain confidential business information which they will not disclose to third parties, except as required by law or in response to a competent regulatory or government agency, or as required under clause I(e). The parties may execute additional annexes to cover additional transfers, which will be submitted to the authority where required. Annex B may, in the alternative, be drafted to cover multiple transfers.
DATA PROCESSING PRINCIPLES
- Purpose limitation: Personal data may be processed and subsequently used or further communicated only for purposes described in Annex B or subsequently authorised by the data subject.
- Data quality and proportionality: Personal data must be accurate and, where necessary, kept up to date. The personal data must be adequate, relevant and not excessive in relation to the purposes for which they are transferred and further processed.
- Transparency: Data subjects must be provided with information necessary to ensure fair processing (such as information about the purposes of processing and about the transfer), unless such information has already been given by the data exporter.
- Security and confidentiality: Technical and organisational security measures must be taken by the data controller that are appropriate to the risks, such as against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, presented by the processing. Any person acting under the authority of the data controller, including a processor, must not process the data except on instructions from the data controller.
- Rights of access, rectification, deletion and objection: As provided in Article 12 of Directive 95/46/EC, data subjects must, whether directly or via a third party, be provided with the personal information about them that an organisation holds, except for requests which are manifestly abusive, based on unreasonable intervals or their number or repetitive or systematic nature, or for which access need not be granted under the law of the country of the data exporter. Provided that the authority has given its prior approval, access need also not be granted when doing so would be likely to seriously harm the interests of the data importer or other organisations dealing with the data importer and such interests are not overridden by the interests for fundamental rights and freedoms of the data subject. The sources of the personal data need not be identified when this is not possible by reasonable efforts, or where the rights of persons other than the individual would be violated. Data subjects must be able to have the personal information about them rectified, amended, or deleted where it is inaccurate or processed against these principles. If there are compelling grounds to doubt the legitimacy of the request, the organisation may require further justifications before proceeding to rectification, amendment or deletion. Notification of any rectification, amendment or deletion to third parties to whom the data have been disclosed need not be made when this involves a disproportionate effort. A data subject must also be able to object to the processing of the personal data relating to him if there are compelling legitimate grounds relating to his particular situation. The burden of proof for any refusal rests on the data importer, and the data subject may always challenge a refusal before the authority.
- Sensitive data: The data importer shall take such additional measures (e.g. relating to security) as are necessary to protect such sensitive data in accordance with its obligations under clause II.
- Data used for marketing purposes: Where data are processed for the purposes of direct marketing, effective procedures should exist allowing the data subject at any time to “opt-out” from having his data used for such purposes.
- Automated decisions: For purposes hereof “automated decision” shall mean a decision by the data exporter or the data importer which produces legal effects concerning a data subject or significantly affects a data subject and which is based solely on automated processing of personal data intended to evaluate certain personal aspects relating to him, such as his performance at work, creditworthiness, reliability, conduct, etc. The data importer shall not make any automated decisions concerning data subjects, except when:
(i) such decisions are made by the data importer in entering into or performing a contract with the data subject, and
(ii) the data subject is given an opportunity to discuss the results of a relevant automated decision with a representative of the parties making such decision or otherwise to make representations to that parties; or
(iii) where otherwise provided by the law of the data exporter.
Description of the Transfer
The personal data transferred concern the following categories of data subjects:
- Customers of the Parties
- Employees of the Parties
Categories of data
The personal data transferred concern the following categories of data:
- Of customers,
- Personal particulars [required for bookings] including name, [sex, date of birth, nationality; passport number];
- Contact details including email, phone number, [and address];
- Booking details, being
- flight details (including ticket numbers, flight numbers, dates, origin, destination, etc), customer preferences / specifications for the booking, including meal preference, medical conditions, loyalty programme membership number, etc;
- any other details including and related to ancillary purchases and service requests for the booking.
- Of the parties’ employees, name, job title, and work contact details.
CONTROLLER – CONTROLLER TRANSFERS OF PERSONAL DATA
Purposes of the transfer(s)
The transfer is made for the following purposes:
For the purposes of making flight bookings on behalf of customers, more particularly:
- to enable customers to book flights and other products through one Party’s platform;
The personal data transferred may be disclosed only to the following recipients or categories of recipients:
- Customers of each Party/Employees of SIA.
Sensitive Data (if appropriate)
- Meal preferences may reveal religious or philosophical beliefs;
- Service specifications or requests may include data concerning health.
Data protection registration information of Data Exporter (where applicable)
The Data Exporter's data protection registration number is the following: N/A.
Additional useful information (storage limits and other relevant information)
Any data will not be stored for longer than necessary for the legally permissible purpose(s) for which the data were collected and as required under applicable retention policies and/or in accordance with applicable law.