1.) Object of the contract
Online Travel Information Services AG, hereinafter referred to as “Online Travel”, performs the services outlined in the annexes for the customer, hereinafter referred to as “Customer”. By placing an order for an offer or service or using an offer or service, the customer accepts all elements of these terms and conditions without reservation. By using the services, the customer accepts the currently valid terms and conditions.
2.) Scope of services provided by Online Travel
2.1) Provision of services
Online Travel provides the customer’s services for use around the clock.
2.2) Data update
As required, Online Travel provides the customer with the option of updating data by remote access or file transfer.
2.3) Notification service
Online Travel delivers notifications to the customer by the fastest route, via e-mail, phone, fax or file transfer.
3.) Interruptions in operation
If operation needs to be modified for technical or commercial reasons, Online Travel will provide prompt orientation for the customer. In case of unforeseeable interruptions that exceed one working day, Online Travel will inform the customer after or during the interruption.
4.) Creation and maintenance of services
4.1) The services and any accompanying documentation are offered by ONLINE TRAVEL and provided by Online Travel in German or English upon acceptance by the customer. The customer is independently responsible for translation into the relevant native languages.
4.2) If the customer does not agree with the service, this must be communicated in writing to Online Travel, including justification, within 10 days of commissioning.
4.3) Intellectual property and copyrights for the basic IT services of Online Travel will remain the exclusive property of Online Travel even after termination of this contract. However, the customer has the option of acquiring corresponding licences for use.
4.4) During the contract term, Online Travel grants the customer a comprehensive and continually available guarantee for the proper operation of all service elements, subject to the restrictions in Clauses 3 and 6.1.
5.) System creation and operating costs
5.1) The customer owes Online Travel the service costs and operating costs that are defined in the annexes to this contract.
5.2) All prices are listed excluding Swiss statutory VAT at the currently applicable tax rate.
5.3) As a rule, the payment conditions are 50% upon order placement and 50% upon delivery. The payment period is 30 days. Rebates and discounts will not be granted. Exceptions are defined in the annex to this contract.
5.4) Operating costs are billed on a monthly basis at the end of the month and become due for payment net within 30 days after invoicing.
5.5) Individual costs and services calculated according to expense are invoiced individually. Online Travel’s hourly rate is EUR 200.00. For larger developments, 30% of the costs are due upon order placement, 30% upon delivery and 30% one month after installation.
5.6) Fees to cover operating costs become due upon the commissioning of the services. Operating costs are owed even if the services are temporarily decommissioned at the customer’s request.
5.7) In case of market changes, operating costs may be adjusted at any time subject to a 90-day information obligation.
5.8) If the customer is in default of payment, Online Travel is entitled to decommission the service until the fees are paid at the customer’s expense and/or terminate the contract without notice (without compensation). Online Travel reserves the rights under Clause 7.3.
5.9) It is only possible to offer certain flight services if a GDS connection can be established for the customer in question. All transactions are settled directly on the customer’s PCC. All costs due on the GDS side are not included in Online Travel’s fees.
6.) Liability and guarantee
6.1) Services provided by Online Travel are used at the customer’s own risk. Online Travel accepts no liability for damages incurred by the customer through the provision or transfer of the customer’s files or other information over the Internet.
6.2) Online Travel accepts no liability for direct or indirect damage owing to technical problems, server breakdowns, loss of data, transfer errors, data insecurity or other reasons. Online Travel is not liable for lost profits and consequential damages under any circumstances.
6.3) Online Travel is not liable for damage and misuse by third parties.
6.4) Online Travel is not responsible for security defects and operational breakdowns of the network, the telecommunications network of Swisscom AG or other network operators and the Internet. Online Travel will not pay any costs for the provision of services by third parties.
6.5) Online Travel makes no guarantees that the offered services will operate without interruptions. Online Travel cannot guarantee the quality of data, uninterrupted service or functional operation of the service at a specific point in time.
6.6) The customer is liable for all damage caused through its own or a third party’s fault when performing this contract.
6.7) Online Travel is subject to telecommunications secrecy and therefore agrees to undertake all reasonable measures to comply with its duties concerning secrecy both during and after the contractual term.
7.) Duration of contract
7.1) This contract enters into force when it is signed by both parties.
7.2) As a rule, the minimum duration of contract is agreed to be 2 years after this contract’s entry into force. After this period has elapsed, a notice period of 120 days applies for termination. Termination must be made in writing. The contract remains effective for an unlimited time until termination. For certain products, different contract and termination periods apply; these are marked accordingly in the annex.
7.3) If the customer disregards the provisions of this contract out of wilful intent or gross negligence or misuses the services of Online Travel, then Online Travel is entitled to withdraw from the contract after issuing a written request in which the breach of contract or misuse is outlined in detail, if the customer persists in the breach of contract or misuse. This particularly applies if the customer is in default with the payment of fees. In case of breach of contract by Online Travel, the customer is also entitled to withdraw from the contract before the end of the fixed contractual term if the breach makes it unreasonable to continue the contract.
7.4) The contract ends upon timely termination by either of the parties.
8.) Final provisions
8.1) The customer is expressly prohibited from transferring this contract to third parties.
8.2) If individual provisions of this contract should be or become invalid, the contract remains in force. The validity of all the remaining provisions remains unaffected. The invalid provision must be replaced by a provision that comes as close as possible to the purpose of the invalid provision. The same applies for any regulatory omissions.
8.3) All previous verbal and written agreements are made void by this contract.
8.4) The contract is drawn up in two copies. Each party receives one copy. Changes, additions or waivers of individual provisions must be made in writing.
9.) Applicable law/place of jurisdiction
9.1) This contract is exclusively subject to Swiss law. The place of jurisdiction is 5322 Koblenz in Switzerland.