Terms and Conditions

§ 2 Conclusion of Contract

1) Offers made by the Licensor are always non-binding and are to be understood as an invitation to the Customer to submit an offer.

2) The contract with the customer shall only come into effect once the customer has signed the licence agreement (see § 13(8) in this regard) and the Licensor has confirmed this in writing. This applies in particular to orders and transactions carried out exclusively via electronic media.

3) The contract comprises the licence agreement signed by the customer and confirmed in writing by the Licensor, and these General Terms and Conditions, which the customer receives together with the licence agreement. In the event of any contradictions or discrepancies between these General Terms and Conditions and the licence agreement, the licence agreement shall take precedence over these General Terms and Conditions.

§ 3 Term of the Contract / Termination / Suspension

1) Unless otherwise agreed in the Licence Agreement, the contract commences upon the Licensor’s acceptance of the Licence Agreement and runs for an indefinite period. It may be terminated by either party in writing with six months’ notice to the end of the year.

2) The right of either party to terminate the contract for cause remains unaffected. In particular, the Licensor shall have the right to terminate the contract for cause if

a. proceedings are being or have been conducted against the Customer for the disclosure of financial information pursuant to Sections 802c et seq. of the German Code of Civil Procedure (ZPO) or comparable proceedings under a foreign legal system,

b. there is, or is likely to be, a significant deterioration in the Customer’s financial circumstances which seriously jeopardises the performance of the obligation owed by the Customer under the contract,

c. the customer is in default of payment of the agreed remuneration, or a significant portion thereof, for two consecutive months, or is in default of payment of the current remuneration over a period extending beyond two months, in an amount equal to the current remuneration payable for two months, or

d. the Customer uses data provided by the Licensor in breach of the contract.

3) The Licensor may temporarily suspend the Customer’s access to the Licensed Products if there are concrete indications of a serious breach of contract by the Customer and the suspension is necessary to prevent damage. In the case of remediable breaches, the Customer must first be given a warning and granted a reasonable period to remedy the breach, provided this does not frustrate the prevention of damage. In any event, the Licensor shall notify the Customer immediately following a suspension and shall limit the suspension to the period necessary to prevent damage. Rights of termination remain unaffected by this provision.

4) Upon termination of the contract, whether by ordinary or extraordinary termination, whether upon expiry of the contract term or for any other legal reason, the Customer is obliged to return or delete all data carriers and documentation provided to them in fulfilment of the contract. Furthermore, in the event of termination of the contract, the Customer undertakes to completely delete the software which may have been provided to them by the Licensor as part of the licensed products for installation on the Customer’s own systems, and all copies made thereof. Upon request by the Licensor, the Customer must confirm the complete return and/or deletion in writing.

§ 4 Grant of Rights / Reservations

Unless otherwise agreed in the licence agreement, the Licensor grants the Customer a non-exclusive, non-transferable licence to use the licence products specified in the individual licence agreements in accordance with the detailed provisions set out below:

1) The Licensor grants the Customer, for the duration of the Agreement, a limited, non-transferable, non-exclusive and non-sublicensable right of use to the Licensed Products and the associated documentation. Insofar as this concerns software which the Customer installs on their own systems, this shall be made available to the Customer, at the Licensor’s discretion, as a download or on a physical storage medium. The licence is granted to the Customer for the purpose of customer advice and support exclusively within the Customer’s travel sales operations.

2) Subject to mandatory statutory permissions, in particular pursuant to Section 69d or Section 69e of the German Copyright Act (UrhG), the Customer is not entitled to modify or examine the Licensed Products by means of reverse engineering, decompilation or similar methods.

3) The documentation for the licensed products is made available to the customer online. The customer is also entitled to print out the documentation and use it for the purposes of the contract.

4) The Licensor expressly reserves all rights subject to licensing that are not listed in these General Terms and Conditions or the respective licence agreements.

§ 5 Prices, Price Adjustments and Payment Methods

1) Unless otherwise agreed in the licence agreement, the remuneration payable by the Customer to the Licensor for the provision of the licensed products and any further services provided by the Licensor shall be based on the Licensor’s price list valid at the time the contract is concluded. This price list forms an integral part of the contract and is attached to the licence agreement.

2) The Licensor is entitled, and in the event of reduced costs is obliged, to adjust the remuneration once a year with effect for the future at its reasonable discretion in line with cost developments, insofar as cost factors relevant to the calculation of the remuneration, in particular personnel, hosting, infrastructure, licence or security costs, increase or decrease. Increases in a particular cost category, e.g. personnel costs, may only be used to justify an increase in remuneration to the extent that they are not offset by any reductions in costs in other areas, such as infrastructure costs. In the event of cost reductions, e.g. in infrastructure costs, the Licensor shall reduce the remuneration to the extent that such cost reductions are not wholly or partially offset by increases in other areas. Remuneration adjustments must be notified to the Customer in writing at least 8 weeks before they take effect, together with the reasons therefor. If the customer does not agree to a fee adjustment that is unfavourable to them, they may terminate the contract extraordinarily at the time the fee adjustment is intended to take effect. If the customer does not terminate the contractual relationship at the time the fee adjustment takes effect, the fee adjustment shall be deemed to have been approved by the customer. The Licensor shall specifically draw the Customer’s attention to the intended significance of their conduct when notifying them of the fee adjustment.

3) Should the Customer issue the Licensor with a direct debit mandate for the payment of the remuneration owed by them and should the contractual debit transaction not be honoured for reasons for which the Customer is responsible (e.g. insufficient funds in the account), a flat-rate administration fee of €15.00 per return, plus the applicable VAT, shall be payable. The customer reserves the right to prove that no costs were incurred or that the costs were significantly lower.

§ 6 Due Date and Default

1) Unless otherwise agreed in the licence agreement, remuneration calculated on a periodic basis (e.g. per month) shall be payable in advance for three months (“payment period”) on the third working day of the payment period. Where usage-based fees are agreed in the licence agreement, these shall be invoiced separately by the Licensor and shall be due upon receipt of the invoice.

2) The Customer shall be in default upon expiry of the due date without further notice, provided they have not paid.

3) The Customer may only assert a right of retention, a right to withhold performance or a right of set-off against the Licensor insofar as the counterclaim has been legally established or is not disputed by the Licensor.

4) In the event of default, the Licensor is entitled to charge the Customer interest on arrears in accordance with statutory provisions. The assertion of further damages is not excluded.

5) In the event of late payment, § 3(4) shall apply mutatis mutandis, provided that the Licensor has unsuccessfully reminded the Customer, setting a reasonable deadline and pointing out the possibility of suspension. This shall not affect the Licensor’s right of termination pursuant to § 3(2)(c).

§ 7 Scope of Services and Warranty

1) The Licensor warrants that the Licensed Product essentially fulfils the contractually agreed functions and complies with generally accepted technical standards.

2) A defect exists if, when used in accordance with the contract, the Licensed Product does not possess the agreed characteristics or is not suitable for the use intended under the contract, and this is not merely insignificant.

3) In the event of defects in the documentation accompanying the Licensed Product, the Licensor shall provide a warranty by informing the Customer of the correct wording of the erroneous passages.

4) The Customer’s right to a reduction in price remains unaffected, provided that the Customer has notified the Licensor of the defect and set a reasonable deadline for rectification, insofar as setting such a deadline is required by law.

5) The warranty does not cover damage and/or malfunctions caused by the Customer’s culpable breach of the terms of the contract. Likewise, the warranty does not apply in cases where the Customer has used the licensed product incorrectly or has modified or extended it themselves.

6) The Licensor has no influence over the Customer’s hardware and software environment and is not in a position to assess it. The warranty therefore does not cover faults arising from the characteristics of the Customer’s hardware and software environment during the use of the Licensed Product.

7) The Licensor makes no warranties, either directly or indirectly, regarding the Licensed Product or its performance and suitability for a particular purpose.

8) The Customer is aware that, with the Licensed Products, the Licensor primarily provides interfaces to third-party database systems, in particular those of tour operators and providers of travel services (“Data Suppliers”), and in this respect acts solely in an intermediary capacity. Through its Licensed Products, the Licensor makes data from these database systems available to the Customer in the form in which the Licensor receives it from the Data Suppliers. The Licensor has no influence over the accuracy, completeness and/or availability of this data. The Licensor therefore accepts no liability for the accuracy of the content or the quality of this data, or for bookings made by the Customer on the basis of this data. The Licensor’s warranty extends only to the area controlled by the Licensor in the form of the licensed products, including their interfaces and proper connection to the data suppliers’ database systems. The legal relationship (including with regard to bookings) between the Customer and the respective data supplier is an independent contractual relationship subject to the terms and conditions applicable between the Customer and the data supplier, in particular the relevant agency agreement and the data supplier’s general terms and conditions.

9) The Licensor is only obliged to provide data backup to the Customer if and to the extent that this is expressly stipulated in the individual agreements between the parties.

10) The Licensor shall not be liable for disruptions attributable exclusively to failures or restrictions in public telecommunications networks, the internet or other third-party infrastructure beyond its control.

11) The Customer must report defects to the Licensor in writing in a comprehensible manner, providing the information necessary for the identification of the defect. The Customer must assist the Licensor in rectifying defects, insofar as this is necessary and reasonable for the Customer.

12) In case of doubt, statements made by the Licensor in connection with the contract do not constitute the assumption of a guarantee. In case of doubt, only express statements in writing by the Licensor regarding the assumption of a guarantee shall be decisive.

13) The obligation to provide and maintain the licensed products shall end upon termination of the contract. Any statutory or contractual claims of the customer arising prior to the termination of the contract shall remain unaffected.

§ 8 Availability and Maintenance

The availability of the Licensed Products shall be 99.5% on a monthly average. Announced maintenance windows totalling a maximum of 4 hours per month, as well as periods during which the Licensed Products are unavailable due to circumstances beyond the Licensor’s control, shall not be counted as downtime. If availability falls below 99.5% in a calendar month, the Customer shall receive service credits in accordance with the SLA Annex.

§ 9 Liability

1) The Licensor shall be liable for damages and reimbursement of wasted expenditure only insofar as these are attributable to (i) intentional or grossly negligent conduct on the part of the Licensor, its legal representatives or vicarious agents, or (ii) a breach of a material contractual obligation due to slight negligence. Essential contractual obligations are all obligations the fulfilment of which is essential for the proper performance of the contract, on the observance of which the Customer regularly relies and is entitled to rely, and the breach of which jeopardises the achievement of the purpose of the contract.

2) If an essential contractual obligation is breached by the Licensor, its legal representatives or vicarious agents merely through slight negligence, the Licensor’s liability shall be limited to the foreseeable damage typical for this type of contract.

3) Liability for damages resulting from injury to life, limb or health shall not be affected by the above provisions. The same applies to claims arising from the breach of guarantees and claims under the Product Liability Act.

4) The Licensor shall not be liable for the loss of the Customer’s data to the extent that the damage is attributable to the Customer’s failure to carry out data backups and thereby ensure that lost data can be restored with reasonable effort. Sentence 1 shall not apply if data backup forms part of the Licensor’s services.

5) Insofar as the Licensor provides services under the contract that are subject to the provisions of tenancy law (Sections 535 et seq. of the German Civil Code (BGB)), the Licensor shall be liable for defects existing at the time of conclusion of the contract only in accordance with the above provisions regarding damages and wasted expenditure. Strict liability pursuant to Section 536a(1) Variant 1 of the German Civil Code (BGB) is hereby excluded to this extent.

6) Insofar as the Licensor’s liability is excluded under the above provisions, this shall also apply to the liability of its legal representatives or vicarious agents.

§ 10 Limitation Period

1) The limitation period for the Customer’s claims for damages or reimbursement of expenses arising from material defects or defects of title, regardless of the legal basis, is one year. This paragraph 1 also applies to claims for damages arising from the non-performance or improper performance of a claim by the Customer for the rectification of a defect.

2) Insofar as claims for damages or reimbursement of expenses of any kind exist against the Licensor which are not related to a defect, the limitation period set out in paragraph 1 shall apply to them.

3) The limitation periods set out in paragraphs 1 and 2 shall apply subject to the following proviso:

a. The limitation periods generally do not apply in cases of intent.

b. The limitation periods shall also not apply if the Licensor has fraudulently concealed the defect; in such cases, the statutory limitation periods shall apply.

c. Furthermore, the limitation periods shall not apply to claims for damages in cases of injury to life, limb or health or deprivation of liberty, in the case of claims under the Product Liability Act, in the case of a breach of duty due to gross negligence, or in the case of a breach of material contractual obligations.

4) The limitation period under paragraphs 1 to 2 shall commence at the end of the calendar year in which the claim arose and the customer became aware of the circumstances giving rise to the claim and the identity of the debtor, or should have become aware of them had it not been for gross negligence.

5) If and to the extent that statutory provisions provide for a shorter limitation period in favour of the Licensor than that provided for in paragraphs 1 to 2, the shorter limitation period shall apply.

6) Unless expressly provided otherwise, and in the cases referred to in paragraph 4, the statutory provisions regarding the commencement of the limitation period, the suspension of the limitation period, the interruption of the limitation period and the recommencement of limitation periods remain unaffected.

7) The above provisions do not entail any change in the burden of proof to the detriment of the Customer.

§ 11 Obligations of the Customer

1) The Customer is obliged to protect the data and data collections accessible to them on the Licensor’s server from access by third parties, in particular by

a. observing the system’s security measures and not attempting to circumvent them;

b. not making the user ID assigned to them by the Licensor and the password provided to them accessible to third parties, and taking precautions to ensure that third parties cannot gain possession of the user ID and password;

c. ensuring, within his sphere of influence, that unauthorised persons do not gain access to data or data collections and that he also obliges authorised persons to comply with these security measures.

2) The Customer is not entitled to use the Licensed Products to retrieve data via automated retrieval systems (e.g. robots, search engines or similar) or to enable third parties to carry out such retrieval.

3) The Customer is not entitled to use the Licensed Products for research purposes in preparation for bookings via booking systems of other providers. In the event of objectively justified suspicion of a breach of contract as per sentence 1, the Licensor is entitled to request from the Customer anonymised booking overviews for the relevant period to the extent necessary for verification. The evaluation may only be carried out for this verification purpose and must be treated as confidential. At the Customer’s request, the verification shall be carried out by a neutral third party bound by confidentiality at the Licensor’s expense, provided the suspicion is not confirmed; otherwise, the Customer shall bear the reasonable costs of the verification.

4) For every culpable breach of contract involving bookings made via other providers, the Licensor may claim lump-sum damages of €3.00. The Customer reserves the right to prove that no damage, or significantly less damage, has been incurred. The Licensor reserves the right to prove that the damage was greater.

5) The Customer shall be liable for any unauthorised use of the data sets or parts thereof made available to them via the Licensed Products, facilitated by their conduct amounting to at least negligence. If the Customer becomes aware that their user data for the Licensed Products may have become accessible to third parties, they are obliged to have the user data blocked immediately and to request new user data from the Licensor.

6) The Customer bears the liability risk in relation to its contractual partners. This applies in particular to claims by third parties arising from travel contract law.

§ 12 Note on data protection

Insofar as the Licensor processes personal data on behalf of the Customer, the parties shall conclude a data processing agreement in accordance with Article 28 of the GDPR prior to the commencement of processing. The Licensor’s obligation to perform in relation to such processing shall only commence upon conclusion of the AVV.

§ 13 Final provisions

1) Contracts concluded with the Licensor are governed by the laws of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

2) The exclusive place of jurisdiction for all disputes arising from and in connection with the contract shall be, to the extent permitted by law, the Licensor’s registered office, provided that the Customer is a trader, a legal person under public law or a special fund under public law.

3) References in these General Terms and Conditions to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply insofar as they are not directly amended or expressly excluded in these General Terms and Conditions.

4) The assignment of the Customer’s rights and obligations arising from the business relationship with the Licensor requires the Licensor’s prior written consent. Section 354a of the German Commercial Code (HGB) remains unaffected.

5) These General Terms and Conditions apply to all licence agreements concluded between the contracting parties from 1 April 2026 onwards.

6) These General Terms and Conditions apply exclusively. Any deviating, conflicting or supplementary general terms and conditions of the Customer shall apply only to the extent that the Licensor has expressly agreed to them in writing. This requirement for consent applies in all cases, for example even if the Licensor, being aware of the Customer’s general terms and conditions, accepts the Customer’s payments without reservation or performs the service without reservation.

7) The Licensor is entitled to amend these General Terms and Conditions with effect for the future, insofar as this is necessary due to changes in the law, changes in case law, changes in technical conditions or to close subsequent regulatory gaps, and does not unreasonably disadvantage the Customer. The Licensor shall inform the Customer in writing of any planned amendments no later than six weeks before their planned entry into force. If the Customer does not object to the amendment within six weeks of receiving the notice of amendment, the amendments shall be deemed accepted. When informing the Customer of the amendment to the General Terms and Conditions, the Licensor shall specifically draw the Customer’s attention to the intended significance of their conduct. Amendments to the Licensor’s essential performance obligations, the remuneration or the liability provisions require the Customer’s express consent.

8) Where the contract stipulates the written form, a written declaration or signature, this refers to the written form within the meaning of Section 126 of the German Civil Code (BGB); transmission via telecommunications of a hand-signed declaration, for example as a scan, is sufficient to satisfy the written form requirement. The written form may also be replaced by the electronic form in accordance with Section 126a of the German Civil Code (BGB). Notwithstanding Section 126a(1) of the BGB, the electronic form shall also be deemed to have been complied with if an advanced electronic signature is used in place of a qualified electronic signature, or if an electronic signature platform, such as Adobe Sign or DocuSign, is used for the signature of the relevant declaration(s), provided the parties have agreed on the use of such a platform in relation to the relevant declaration(s). Provided the parties sign a specific document on the same electronic signature platform, the written form is deemed to be satisfied in this respect. Section 127(2) of the BGB does not apply. Where the contract stipulates the text form, this refers to the text form within the meaning of Section 126b of the German Civil Code (BGB).

§ 14 Severability clause

The invalidity or unenforceability of one or more provisions of the contract shall not affect the validity of the remaining provisions of this contract. The same applies in the event that the contract does not contain a provision that is necessary in itself. In place of the invalid or unenforceable provision, or to fill the gap in the provisions, the legally permissible and enforceable provision shall apply which, in the parties’ view, comes closest in economic terms to the meaning and purpose of the invalid, unenforceable or missing provision. The parties are obliged to confirm such a provision in the required form, but at least in writing. It is the express intention of the parties that this severability clause does not merely result in a reversal of the burden of proof, but that Section 139 of the German Civil Code (BGB) is waived in its entirety.