"Customer" means the entity specified in the Enrollment Form entering into this Agreement as counterparty to SITA.
"Enrollment" Form means the page where the Customer's name and address is entered on the MarketPlace platform.
"References in this agreement to "you" and "your" are references to the Customer, and to the user when specified as such.
Marketplace.aero provides access to certain services ("Services") which may include access to software and related materials ("Software") and related data , supplied either by a SITA Group company or third parties. Additional and separate terms and conditions and fees and charges apply for the use of each Software and/or Services, as specified when ordering such services.
Certain Software and Services provided by or through Marketplace.aero may require Customer to appoint a properly authorised person ("Administrator") who will manage and control your use of the Service. For some Software and Services an Administrator will not be required and we will notify you of these when you register.
SITA may modify this Agreement at any time by posting a revised version at https://www.marketplace.aero/legal, by otherwise notifying you in accordance, and/or by requiring you to accept the new revised terms. The modified terms will become effective (i) upon posting on that website, (ii) if we notify you by email, as stated in the email message, or (iii) otherwise upon your acceptance. By continuing to use the Services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to review this Agreement to be aware of the most recent terms. SITA last modified this Agreement on the date listed at the top of this Agreement.
www.Marketplace.aerois a site operated by SITA IT Services Switzerland Sarl registered in Switzerland and we have our registered office at 26 Chemin de Joinville, 1216 Cointrin Switzerland ("SITA","we", "us" or "our").
We are a limited liability company.
"SITA" Group means Société Internationale de Télécommunications Aéronautiques S.C (a Belgian societe cooperative, of Avenue des Olympiades 2, B 1140 Evere, Belgium, registered Belgium 0403150140), SITA N.V. and any direct or indirect majority-owned subsidiary company of either, and any company under the effective control of either.
Some of our Services may contain additional rules, guidelines, charges or terms and conditions entered into by us and/or third party service providers, and Customer ("additional terms"). By subscribing to or using any Services and/or facilities relating to those Services, you agree to be bound by, and comply with those additional terms.
The Services may contain links to external sources, websites or content that are not owned, created or managed by SITA. SITA does not have control over such sites or content and has not reviewed them. The inclusion of any link to a website does not imply endorsement by SITA of the website or their sponsoring entities, products or services. You agree that SITA is not responsible or liable for any loss or expenses that may result due to your use of (or reliance on) the external site or content.
Subject to the provisions in the additional terms, if any:
Any changes will become effective when we publish them on the Marketplace.aero website and you must check the Marketplace.aero website and the terms regularly for changes.
By continuing to use the Services and/or facilities after we make any changes, you agree to be bound by the changed terms and charges. If you do not accept the changed terms or charges, you must stop using the Services, Marketplace.aero services and facilities.
When using Marketplace.aero, you must comply with the provisions of our:
You agree to use a browser and operating system that is compatible with Marketplace.aero and the Service.
We do not accept orders from individuals who are consumers or who intend to resell our Service, or any Marketplace.aero services and facilities. Some restrictions on Services are placed on the extent to which we accept orders from specific countries as noted if applicable in the relevant Service terms and conditions. Please review these prior to issuing any Service order.
Fees for Services (the "Fees") are due upon order of specific Services, as specified in a separate agreement for the provision of the relevant Services.
Fees for Services may be monthly based or usage based or both.
SITA reserves the right to modify any Fees by providing you with thirty (30) days prior notice. All Fees, if paid in advance, are nonrefundable.
Credit Card Processing. You must first provide SITA with a valid and authorized credit card number and associated charge information prior to receiving Services and you (a) authorize SITA to charge your credit card for any Fees for the amount due at the time of order and renewal of the Services, and (b) if needed, agree to provide updated credit card information to SITA for subsequent Fees due. In order to provide the Services, SITA may be required to share your information, including credit card and other financial information, with third parties solely for the purpose of processing payment and/or providing the Services.
All Fees are exclusive of Taxes. You will pay SITA an amount equal to any Taxes arising from or relating to this Agreement which are paid by or are payable by SITA. "Taxes" means any form of sales, use, value added or other form of taxation and any fines, penalties, surcharges or interest, but excluding any taxes based solely on the net income of SITA. If you are required to withhold or deduct any portion of the payments due to SITA, you will increase the sum payable to SITA by the amount necessary so that SITA receives an amount equal to the sum it would have received had you made no withholdings or deductions.
In consideration of your use of the Services, You agree to be solely responsible for: (a) providing true, accurate, current, and complete information about you as prompted by Marketplace.aero registration form (the "Registration Information"), and (b) maintaining and promptly updating the Registration Information to keep it true, accurate, current and complete.
Different passwords may be issued to you or you may be required to provide your own password to enable you to access individual Services. You are solely responsible for the security of your password or passwords.
SITA is not liable for any unauthorised use of Services or facilities. You acknowledge and agree that certain Services may provide password-restricted access to customer information such as names and certain terms of your existing contracts with a company in the SITA Group, if any.
If you provide any information that is false, inaccurate, out of date, or incomplete, or SITA has reasonable grounds to suspect that such information is false, inaccurate, not current, or incomplete, SITA may suspend or terminate your use of any Services (or any portion thereof).
SITA accepts no liability if it fails to implement accurately your requested changes, additions, or deletions to Registration Information. You are responsible for all costs and charges, including without limitation, phone charges and telecommunications equipment, that you incur in order to use the Services.
This section applies if you use any Service provided by any SITA Group company. SITA provides its services to SITA Group business customers and their partner businesses. We may approve or decline clients and services at our sole discretion. We encourage the use and publicity of anti-spam policies.
We provide you with a login and password. You must comply with all up to date security practices. This will aim to ensure that the connection is at all times secure from our side. All other security measures over and above these are your responsibility.
Although we provide Service connection specifications and will attempt to keep the specifications accurate and up to date, these specifications may be incomplete and may change from time to time without notice to you. You must test the specifications thoroughly on a regular basis, as we are not liable for specifications that may be incorrect or incomplete.
SITA may from time to time for its business purposes produce statistical information on Service transactions for promotional and sales activities and you consent to SITA's use of such information.
For more details on what we consider to be permitted use, see the relevant Service documentation.
Unless the specific Service legal terms and conditions provide otherwise, you may terminate the licence by discontinuing use of all or any of the Services.
SITA will terminate the licence by serving notice on you as described below.
SITA will provide First Line support for Services provided by Marketplace.aero.
For support please please contact email@example.com.
For support in relation to SITA customer services under a separate contract with a company in the SITA Group please use your usual support process.
Some countries require the adopting of regulations for some Service – where applicable, please see the relevant Service legal terms and conditions for further information.
There is no charge for registering with Marketplace.aero however many of the Software and Services will be subject to specific Charges and payment terms. Charges and payment terms for each Service and Services are contained in the Pricing Options section for each Software or the additional Service terms and conditions, if any.
Marketplace.aero may provide, or third parties may provide, links to other Internet sites or resources. Because SITA has no control over such sites and resources, you acknowledge and agree that SITA is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. SITA will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.
Marketplace.aero may be linked to other websites which are not under the control of and are not maintained by SITA. SITA is not responsible for the content of those sites. SITA is providing these links to you only as a convenience, and the inclusion of any link to such sites does not imply endorsement by SITA of those sites.
You acknowledge that you may obtain direct access via Marketplace.aero to certain SITA confidential information, including SITA databases containing confidential information of SITA and its suppliers, such as technical, contractual, pricing, marketing, and other valuable information ("Information"). You must hold Information in strict confidence and may provide Information to employees in your organisation only on a need-to-know basis. You may not disclose any Information to anyone outside your organisation without the written permission of SITA. Title to Information remains with SITA and its suppliers. You agree, as an individual and on behalf of Customer, to be bound by the provisions of these confidentiality obligations
You do not acquire any rights in Information, except the limited right to use Information as described above.
Intellectual Property Rights" means all intellectual property rights including current and future registered and unregistered rights in respect of copyright (including rights in software and databases), database rights, designs, circuit layouts, trade marks, patents, inventions and discoveries, rights in confidential information, and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967.
SITA is committed to respecting others' intellectual property rights, and we ask our users to do the same. SITA may, in its sole discretion, terminate the accounts or access rights of users who infringe or otherwise violate others' intellectual property rights. If you believe that your work has been copied in a way that constitutes copyright infringement on our SITA Marketplace.aero, please contact us.
"SITA Trademarks" means all logos, symbols, get up, trade marks, trade names, trade mark rights in any registered business names, service marks, brand names and similar rights, whether registered or unregistered, anywhere in the world, that are owned by a member of the SITA Group. You agree not to modify or obscure in any way the SITA Marks provided as part of or in relation to the Services.
The following clauses under this heading are superseded and replaced by any inconsistent terms or conditions in any specific Service legal terms and conditions.
YOUR USE OF MARKETPLACE.AERO FACILITIES AND SERVICES IS AT YOUR SOLE RISK. MARKETPLACE.AERO FACILITIES, ACCESS, SERVICE, CONTENT, SOFTWARE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. UNLESS OTHERWISE EXPLICITLY STATED, THE CONTENT ON SITA'S WEBSITES IS PROVIDED "AS IS", "WITH ALL FAULTS," IS EXPERIMENTAL, AND IS FOR COMMERCIAL USE ONLY. SITA DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY AND/OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY AND NON-INFRINGEMENT. SITA MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTIES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY OF THE CONTENT CONTAINED ON SITA'S WEBSITES. SITA MAY MAKE AVAILABLE ON SITA'S WEBSITES CONTENT AVAILABLE FOR DOWNLOADING WHICH HAS BEEN SUBMITTED BY THIRD-PARTY USERS OF SITA'S WEBSITES. ANY QUESTIONS REGARDING THE CONTENT SHOULD BE DIRECTED TO THE PROVIDERS OF SUCH CONTENT. IN NO EVENT WILL SITA OR ITS SUPPLIERS BE LIABLE FOR THE ACCURACY OR COMPLETENESS OF THE CONTENT OR INFORMATION FROM SITA'S WEBSITES.
SITA MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT:
The following clauses under this heading are superseded and replaced by any inconsistent terms or conditions in any specific Service legal terms and conditions.
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, SITA IS NOT LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE (EVEN IF SITA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATED TO:
YOU COVENANT NOT TO SUE SITA FOR, ANY CLAIMS BASED ON USING MARKETPLACE.AERO FACILITIES AND SERVICES, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
SITA controls and operates this Service from its various locations in UK, Switzerland, Ireland and the US and other countries and makes no representation that this Content is appropriate or available for use in other locations. If you use this Service from other locations, you are responsible for compliance with applicable local laws including but not limited to the export and import regulations of other countries.
Unless the contrary intention appears, a reference in this Agreement to: (Service includes Software) Service is a reference to any related Software; (variations or replacement) a document (including this Agreement) includes any variation or replacement of it; (statute) a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them; (law) law means common law, principles of equity, and laws made by the legislature (and laws made by the legislature include regulations and other instruments under them, and consolidations, amendments, re-enactments or replacements of any of them); (singular includes plural) the singular includes the plural and vice versa; (person) the word person includes an individual, a firm, a body corporate, a partnership, a joint venture, an unincorporated body or association, or any Government Agency; (dollars) United States dollars, dollars, US$ or $ is a reference to the lawful currency of the United States of America; (calculation of time) a period of time dating from a given day or the day of an act or event, is to be calculated exclusive of that day; (meaning not limited) the words include, including, for example or such as when introducing an example, does not limit the meaning of the words to which the example relates to that example or examples of a similar kind; and (reference to any thing) any thing (including any amount) is a reference to the whole and each part of it. No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or any part of it. Headings are for convenience only and do not affect the interpretation of this Agreement.