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NDC Partner Program
by and between
##SPCompanyName##
##SPAdress##
##ZIP## ##City##
##Country##
IATA: ##SPPrimaryIATANumber##
and
Austrian Airlines AG
Office Park 2
A-1300 Vienna-Airport
Austria
BRUSSELS AIRLINES N.V.
Direction für Deutschland
Sachsendamm 5
D-10829 Berlin
Germany
Deutsche Lufthansa AG
Venloer Straße 151 - 153
50672 Cologne
Germany
Swiss International Air Lines Ltd.
Malzgasse 15
CH-4052 Basel
Switzerland
Agreement Version: V1.0
Valid as of:
##actualDate##
Time Stamp:
##timestamp##
IP-Address Authorized Signatory:
194.210.235.5
Name Authorized Signatory:
##firsnameSurname##
E-Mail Address Authorized Signatory:
##email##
1 General Terms and Conditions
1.1 Parties
##SALES PARTNER NAME## hereinafter referred to as “Partner”
and Deutsche Lufthansa AG (LH), Austrian Airlines (OS), Brussels Airlines SA/NV, SWISS International Airlines (LX) hereinafter referred to as “LHG” (or Lufthansa and its consignors). Deutsche Lufthansa AG as Lead Airline on behalf of itself and its consignors are requested to submit this NDC Partner Program Agreement.
##SALES PARTNER NAME## and LHG (or Lufthansa and its consignors) are each a “Party” and collectively the “Parties”.
1.2 Preamble
With the switch to new distribution capability (NDC) and the introduction of the Lufthansa Group airlines NDC API, Lufthansa Group (“LHG”) established its position as first mover in innovative and future oriented distribution solution for our Partner and implements the NDC Partner Program for the purpose of giving access to its NDC solutions (as further described in “2. Access and Usage of LHG NDC Solutions”) to a designated Partner; and
- To build technical, legal and commercial parameters to distribute LHG offers via its NDC solutions; and
- To develop efficient and NDC-based distribution technologies and processes to make dynamic & personalized offers available to all relevant markets; and
- To drive digitalization and technological changes; and
- To foster cross- and upsell by offers tailored to various customer segments; and
- To improve product placement to clearly visualize premium value and service excellence.
This Agreement covers the cooperation in the frame of the NDC Partner Program, including technology, offer, servicing and strategic cooperation components.
1.3 Validity
This agreement shall come into force upon being accepted by the partner and shall be valid indefinitely.
1.4 Use of Trademark, Service Mark and Logo
No Party will use any logos, trade names or service marks of any other Party without first obtaining that Party’s prior written approval of such use.
1.5 Confidentiality and Data Protection
This Agreement, its terms and conditions and all information received from a disclosing Party related to this Agreement or its performance is confidential. Nothing herein shall limit LHG to disclose and share such information among themselves. This confidentiality provision shall survive the expiration or termination of the participation in the LHG NDC Partner Program for two years.
1.6 Non-Waiver
The right of any Party to require strict performance and observance of any obligation hereunder shall not be affected in any way by any previous waiver, forbearance or course of dealing.
1.7 Non Assignment
No Party may assign this Agreement or any right or obligation hereunder without the prior written consent of the other Parties. Any assignment in violation of this provision will be null and void.
1.8 Breach
In the event that a Party defaults in the performance of the terms and conditions of this Agreement and such default continues for a period of five (5) business days following written notice thereof from the non-defaulting Party, then the non-defaulting Party may terminate this Agreement with immediate effect and/or pursue any remedy available to it in law or equity.
1.9 No Joint and Several Liability
In no event will any Participating Carrier be held jointly and/or severally liable for any actions of any of the others or all of the others.
1.10 No Consequential Damages
To the extent permitted by law, no Party will be liable to any other Party for any consequential, punitive or exemplary damages arising from any performance of this Agreement or any breach or default hereunder.
1.11 Unenforceable Provisions
In the event that one or more of the provisions of these Terms and Conditions shall be determined to be invalid, unenforceable, or illegal, such invalidity, unenforceability or illegality shall not affect any other provision of this Agreement.
1.12 Termination
Any Party may terminate this Agreement with immediate effect for convenience and without cause by providing written or electronic (e-mail) notice to the other Parties. Any notice of termination as permitted herein from any Participating Airline will terminate this Agreement as to that Participating Airline only and will not terminate, or otherwise affect the validity of this Agreement with respect to the other Participating Airlines.
These Terms and Conditions may be amended by LHG from time to time, however and for the avoidance of doubt these changes may only come into effect after 30 days with a prior written or electronic notice to participants.
1.13 Governing Law
The construction, validity and performance of this Agreement shall be governed by the law of the place of incorporation of Deutsche Lufthansa AG, and the Parties hereby submit to the exclusive jurisdiction of the courts of that jurisdiction without regard to that jurisdiction's conflict-of-law principles.
1.14 Entire Agreement
These Terms and Conditions, including all Annexes listed in the table of contents, constitutes the entire Agreement and understanding of the Parties, and supersedes all prior agreements, whether oral or written, among the Parties hereto concerning the subject matter hereof.
1.15 Data Release Authorization
Prerequisite for usage of the Lufthansa Group NDC API is that the partner ensures to give its consent to IATA to being identified, including by name and/or Agent ID, in business intelligence products derived from airline ticketing information, offered by IATA, such as, by way of example only, the Direct Data Services (DDS) and PaxIS products. This consent needs to be given to IATA in accordance with Article 7(3) of EC Regulation 80/2009 on Computerized Reservation Systems ( “Regulation”) and applies to all locations where this agency and its affiliates do business covered by the Regulation. It also covers all of the agency’s other operations, if applicable.
2 Access and Usage of NDC Solutions
2.1 Access
For the term of this agreement, LHG grants to the Partner the right of direct access to the Lufthansa Group airlines NDC API via the web based booking tool SPRK, and according to the range of functionalities linked to its usage as further described in “4. Fees & Services”, with the delivery of exclusive PCC(s) related to the approved participating point of sales (IATA offices).
This right shall be worldwide and the access options made available to it solely for the purpose of its own business activities and to share the access options only with authorized offices as listed in the annex “IATA Numbers”. LHG must be notified in writing of amendments made to the authorized IATA numbers.
The personal access options may not be shared with unauthorized third parties for a fee and/or for free (even if said third parties are in keeping with the business purpose) and are at all times revocable, non-exclusive and non-transferrable and shall be granted to the Partner solely for the purpose of accessing, receiving and displaying the represented LHG carriers offers.
2.2 Usage
The Airlines may invoice the Partner for use of the Interface. The charges are listed in 4. Fees & Services.
The Partner is obliged to ensure that all the IATA travel agencies assigned to it or under its ownership authorize the BSP (Billing and Settlement Plan) or ARC (Airlines Reporting Corporation) to pass details of all of their BSP or ARC revenue on to LHG.
3 Offer
The NDC Smart Offer summarizes immediate benefits in specific geographic markets (Point of Commencement) for customers (end-consumer) of agents participating in the LHG NDC Partner Program and using the Lufthansa Group airlines NDC API.
Market specific examples may include,
- Lower entry levels
- Lower levels across fare structure
- Ancillary pricing differentiation
Lufthansa Group reserves the right to modify the NDC Smart Offer at its own discretion without pre-notice at any time.
Lufthansa Group provides a NDC Smart Solution badge, which can be used by the Partner for marketing purposes. In addition, Lufthansa Group will also provide a NDC Smart Offer icon which can be used by the partner for frontends in compliance with the NDC Smart Offer Guideline provided to partner. In case of improper usage of the badge/icon Lufthansa Group reserves the right to prohibit further usage.
4 Fees & Services
For the term of this agreement, LHG grant to the Partner the right of the Interface access and the following functions as set available to the Partner, which may include additional fees:
- Interface Usage
For the Partner no costs shall incur for using the interface.
- Distribution Cost Charge (DCC)
Bookings made using the NDC Solutions as governed by this contract are not subject to the distribution cost charge (DCC).
- Searching & Booking
Costs incur for the Partner for using these functions if the ratio of fare and price search transactions (“looks”) to actual bookings (“books”) is greater than 500:1.
In this context, a “look” is a booking enquiry and a price transaction submitted to the API on a specific calendar day. A “book” is every “look” that (a) leads to a confirmed booking for a flight, (b) is assigned a six-digit booking code (PNR) and (c) is guaranteed when the flight price is paid, irrespective of the number of flights listed in the PNR.
In accordance with the agreed 500:1 ratio, a maximum of 500 “look”s are permitted per flown ticket (“book”). This calculation is based on an average for a calendar month as determined by LHG.
LHG will provide the Partner with the booking enquiry and a price transaction submitted to the API on a specific calendar day (“look”), a confirmed booking for a flight (“book”) and the “look” to “book” ratio per PCC.
LHG can charge the Partner a usage fee of USD 0.006 per “look” above the agreed 500:1 ratio. The exchange rate on the invoice date shall apply
- Ticketing
The Partner shall not incur costs for using the Interface and this function.
- Rebooking, Exchanges & Cancellation
The Partner shall not incur costs for using the Interface and these functions.
- Service Support
The Partner shall not incur costs for such service provided by LHG.
- Technical Support
The Partner shall not incur costs for such service provided by LHG and its technology provider Farelogix.
5 Annex 1: Definitions
- API Application Programming Interface
- POC Point of commencement uses a journey starting point information
- NDC New Distribution Capability
- SPRK Guided User Interface provided by Farelogix
- XML Extensible Markup Language
- PCC Pseudo City Code (office ID)
6 Annex 2: Participating point of sales (IATA offices)
Only affiliated IATA Numbers and other entities which are expressly recognized by LHG as “Affiliate” for the purpose of this Agreement will be considered.
##IATA##
