TERMS OF USE

Updated March 19, 2025

AmTrav Standard Business Travel Service Terms

These Standard Business Travel Service Terms (the Terms, including all schedules and appendices) govern a Customer’s acquisition and use of AmTrav’s services (the Services, as defined in the Appendix to these Terms).

A Customer agrees to these Terms if it executes a Letter of Agreement that references these Terms. The individual accepting these Terms is accepting them on behalf of the Customer and warrants that they have the authority to bind the Customer. To the extent of any conflict between the provisions of these Terms and the Letter of Agreement, the provisions of the Letter of Agreement shall prevail.

These Terms were last updated on March 19, 2025.

STANDARD TERMS

1. DEFINITIONS

Affiliate means any legal person that directly or indirectly controls, is controlled by, or is under common control of a party, or any legal person with a direct or indirect shareholding or equity interest in such party, as the case may be

Agreement means, together, the Letter of Agreement, the Standard Terms (including the Schedules and Appendices), AND the data processing agreement

Customer means the company or legal entity as indicated in the Letter of Agreement

Element means the online (through the Platform) or offline booking of a flight, train ticket, car rental or hotel reservation by Customer and identified by a unique PNR number (and, for the sake of clarity, offline bookings of products such as multi-destination trips, transfers, chauffeur service or meeting rooms via live chat, email, concierge, message or telephone are also considered Elements)

Effective Date means the date of the last signature of a party to the Letter of Agreement (unless otherwise indicated on the relevant Letter of Agreement
Invoice Collection Service means AmTrav collecting invoices from eligible Travel Suppliers on behalf of Customer, as detailed in Schedule 1

Letter of Agreement means a physical or electronic Letter of Agreement issued by AmTrav stating (among other things) the Services to be acquired by the Customer and the Service Fees payable by the Customer

Platform means the AmTrav online travel service platform, accessible to Customer through www.AmTrav.com, app.AmTrav.com and/or AmTrav´s mobile application (as may change from time to time provided the essential nature of the Services is maintained)

Premium Service means business travel services provided by AmTrav, at Customer’s request, as stated in Schedule 1
Customized means business travel services provided by AmTrav at Customer’s request, which include the Premium Services and other additional services as described in Schedule 1

Service Fees means fees applicable to the Services provided by AmTrav, in the amounts agreed between AmTrav and Customer as recorded in the Letter of Agreement

Services means the services provided by AmTrav at Customer’s request, including provision of the Platform and, as applicable, Value Service, Premium Service, Customized Service (each as detailed in Schedule 1) and any other services that may be offered by AmTrav and hired by Customer from time to time

Term means the date of the latest signature on a Letter of Agreement or Order Form until the last agreement is terminated, unless otherwise defined in a Letter of Agreement or Order Form.

Traveler means any legal person who is authorized by Customer to access the Platform and benefit from the Services. Travelers may include, for example, Customer’s and its Affiliate’s employees, consultants, contractors, representatives and/or agents

Travel Supplier means those third-party entities which provide airline, train, ferry, hotel and other accommodations, car rental or other travel services

Trip means the reservation made either online through the Platform or offline by Customer of up to eight (8) Elements and for up to eight (8) Travelers who share the same itinerary. For the sake of this Agreement, sharing the same itinerary shall mean sharing the same flight, train trip, accommodation in the same hotel or other types of Elements.

2 DESCRIPTION

2.1 AmTrav aggregates and displays a variety of business travel services offered by Travel Suppliers and provides its customers the opportunity to book and administer those services through its Platform.

2.2 This Agreement shall govern all bookings for business travel services made by the Customer (through its Travelers) on the Platform (or via a AmTrav support channel) for the duration of the Agreement.

2.3 In these Terms capitalized terms shall have the meanings given to them in the Appendix.

3 PLATFORM SERVICES

3.1 AmTrav will provide to Customer the Services indicated in the Letter of Agreement. Any terms and conditions set forth in this Agreement regarding each Service shall only be applicable to Customer to the extent that Customer has hired that specific Service. A description of the Services is set out in Schedule 1 ( the Services) below, which will be provided according to the Service Levels set forth in Schedule 3 (the Service Level).

3.2 AmTrav will provide the Services:

with reasonable skill and care; and
in accordance with all laws and regulations.

3.3 AmTrav will maintain all licenses and permissions necessary for it to perform its obligations under this Agreement.

3.4 The Customer’s use of the Services is not contingent on AmTrav’s delivery of any future functionality or feature, or dependent on any comments made by AmTrav (through its personnel) regarding the same.

4 TRAVEL SUPPLIER SERVICES

The parties shall follow the required process and terms of the Travel Supplier for modification and cancellation of bookings. If a booking is refundable and Customer wants to modify or cancel a booking, AmTrav will request the refund to Customer from Travel Supplier. Information regarding such deductions shall be made available to Travelers via the Platform. Any refund(s) shall be applied to the original payor subject to Travel Supplier’s required process and terms.

5 CUSTOMER RESPONSIBILITIES

5.1 To benefit from the Services, Customer (through its Travelers) must create user accounts.

5.2 Customer shall be responsible for:

its compliance with this Agreement;
ensuring that each account is unique to a specific Traveler;
ensuring that bookings for Trips are made and arranged by Travelers who are not under the age of 16, and that any children travelling on a relevant Customer booking are accompanied by an adult;
ensuring that Customer account credentials (i.e. logins/passwords) are kept safe and confidential;
the quality, legality and accuracy of Customer and Traveler data uploaded to the Platform;
promptly notifying AmTrav if Customer discovers that the security of any Traveler access credential or integrated third party service may have been compromised;
the integration and operation of any third-party service with which Customer uses or receives the benefit of the Services, including Customer’s compliance with the terms of such service; and
its compliance with all applicable laws and regulations.

5.3 Customer shall not access/or use the Services in any way that threatens the continued viability, security or availability of the Platform.

5.4 Where Customer receives notice, including from AmTrav, that the data or content it or its users have uploaded to the Platform may no longer be used or must be removed to avoid breaching applicable law or governmental regulations or violating the rights of a third party or individual, Customer will promptly remove such material. To the extent Customer fails to act promptly, AmTrav reserves the right to remove such content or disable Customer’s access to it without further notice.

5.5 Where Customer uses the Services in violation of this Agreement, AmTrav may suspend Customer’s use of the Services.

6 FEES

6.1 Customer shall pay for all Services (and bookings shall be paid by Customer) in accordance with the fees and payment terms indicated in the Letter of Agreement, and subject to the terms and conditions of this Clause 5 and Schedule 2 (which sets out the terms relevant to each payment method). The fees shall constitute AmTrav’s sole and complete compensation in connection with this Agreement. The fees shall not be modified during the Term except as provided herein. Customer shall not be responsible for any other fees or expenses unless specifically authorized in advance by Customer in writing.

6.2 Should AmTrav ever need to submit an invoice, then AmTrav shall submit invoices for fees for its Services to the addresses specified by Customer. Customer shall issue payment for undisputed amounts on invoices submitted by AmTrav net thirty (30) days after Customer’s receipt of an accurate invoice. Payment by Customer shall not constitute acceptance of Services by Customer. If Customer disputes any portion of an invoice, Customer will inform AmTrav of such dispute within a reasonable timeframe after Customer’s receipt of the invoice. The parties intend that payment occurs in accordance with the schedule outlined in the Letter of Agreement.

6.3 If the Customer disputes any invoice, it must:

promptly notify AmTrav in writing, specifying the reasons for disputing the invoice;
provide all evidence as may be reasonably necessary to verify such reasons for dispute;
pay all amounts not disputed on the due date; and
attempt to resolve the dispute reasonably, proactively and in good faith.

6.4 If any non-disputed amount due and payable by Customer is not paid on its due date, AmTrav reserves the right to apply interest on the unpaid amount at the rate of 6% per annum, applicable pro rata from the due date until the date of payment of the related outstanding amount. The late payment interest shall be accrued on a daily basis and included in the next invoice issued to Customer.

6.5 If any non-disputed amount due and payable by Customer is overdue, AmTrav may, without limiting its other rights and remedies, suspend its Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, AmTrav will give Customer at least 7 days’ prior notice that its account is overdue, before suspending services to Customer.

6.6 AmTrav reserves the right to review the fees annually. AmTrav will notify Customer of any fee change at least 30 days in advance of the fee change taking effect. The number of fee changes by AmTrav shall be limited to once per calendar year.

6.7 The fees are exclusive of legally applicable taxes (by way of example - value added, sales, use or withholding taxes). Customer is required to pay any such taxes that AmTrav is required to collect on top of its fees. If Customer provides AmTrav with a valid tax exemption certificate from an appropriate tax authority, AmTrav will not add such tax to its fees.

6.8 Customer shall make all payments for the Services without withholding or deduction, unless required by law. If any such withholding or deduction is required by law, when making the payment to which the withholding or deduction relates, Customer shall pay to AmTrav such additional amount, so that that AmTrav receives the same total amount that it would have received if no such withholding or deduction had been made.

6.9 Fees are offered assuming that Customer books at least 95% of trips online (as measured in AmTrav's Travel Reports Dashboard) and 95% of Gather bookings online (as measured by AmTrav). Should Customer book at a lower online rate, AmTrav may discuss an increased Fee with Customer.

7 CHANGES

7.1. Customer shall have the right from time to time during the Term to request changes to the Letter of Agreement. If any such change causes a material increase or decrease in AmTrav’s costs or timing for its performance under this Agreement, AmTrav shall be entitled to reasonably adjust its fees by providing 30 days advance written notice to the Customer.

7.2. Changes to the Service. AmTrav may change the features and functionality of the Service at any time, provided that should AmTrav retire or materially alter or remove any material features of the Service, Customer may request that AmTrav provide Customer with a pro rata refund of any amounts Client has paid for that particular Service.

8 INTELLECTUAL PROPERTY

8.1 AmTrav or its licensors own all intellectual property rights in the Platform and the Services. Except for Customer’s right to access and procure use of the relevant Service(s) for the benefits of itself and its Travelers, Customer is not granted any rights in or to AmTrav’s intellectual property.

8.2 Customer grants AmTrav, its Affiliates and AmTrav’s appointed representatives (worldwide) a limited term licence to host, copy, transmit and display (as appropriate) any Customer data strictly as required to deliver the Services.

8.3 Customer acknowledges and agrees that AmTrav may freely use or exploit any feedback, suggestion or request that it provides in respect of the Services. Any intellectual property rights which come into existence because of the delivery by AmTrav of the Services will be the exclusive property of AmTrav or its licensors.

8.4 Customer authorizes AmTrav to use Customer’s name, trademark, and logo (according to the designs and guidelines communicated by Customer to AmTrav from time to time), solely for the promotional purpose of identifying Customer as a customer of AmTrav.

8.5 AmTrav will defend Customer (and to the extent relevant its Affiliate(s)) against any claim, demand or proceeding made or brought against Customer by a third party alleging that any Service infringes or misappropriates such third party’s intellectual property rights, and will indemnify Customer from, subject to the limits set out at Clause 10.5 (below), any damages, legal fees and costs finally awarded against Customer, or for amounts paid by Customer under a settlement approved by AmTrav in writing. This indemnification undertaking shall be subject to the Customer providing AmTrav with:

prompt written notice of a relevant claim;
sole control of the defense and settlement of the claim; and
all its reasonable assistance.

8.6 If AmTrav receives information about an infringement or misappropriation claim related to the Service, AmTrav may at its discretion:

modify the Services so that they are no longer claimed to infringe or misappropriate; or
obtain a license for Customer’s continued use of that Service in accordance with this Agreement.
terminate the relevant Service and refund Customer any prepaid fees (in respect of any future period of supply).

8.7 The above defense and indemnification obligations (set out at Clauses 7.5 and 7.6) do not apply if:

a claim arises from the use or combination of the Service(s) or any part thereof with software, hardware, data, or processes not provided by AmTrav, if the Services (or their related use) would not infringe without such combination; or
a claim arises from Customer content or Customer’s breach of this Agreement.

8.8 Clause 8.5 (IP indemnity) sets out AmTrav’s sole liability to, and the Customer’s exclusive remedy against AmTrav for any related third-party claim.

9 WARRANTIES

9.1 Each party warrants, represents and undertakes to the other that:

it has full capacity and authority to enter into this Agreement, to perform any of its obligations and to consummate all the transactions contemplated by this Agreement, and that no consent of any other person or entity is required by it to fully perform as contemplated by this Agreement.
the person executing this Agreement is duly authorized to do so and (to the fullest extent possible under applicable law) waives its right to claim or subsequently rely on any argument to the effect that its signatory was not duly authorized to bind it to the terms of this Agreement.
once duly executed, this Agreement will constitute its legal, valid, and binding obligations.
it is not aware of any matters which might adversely affect its ability to perform its obligations under or in connection with this Agreement.

9.2 AmTrav does not represent or warrant that:

its Services will always be available, or Customer’s use will be uninterrupted;
it will have particular types of content or travel inventory available; or
unless expressly stated otherwise in the Agreement, that Customer will be able to integrate the Services with those of a third party.

9.3 Customer warrants that it shall be responsible for any access to the Services through Customer’s user account(s) and shall promptly notify AmTrav if Customer becomes aware of any unauthorized use or breach of this Agreement by Customer or any third party.

10 LIABILITY

10.1 Each party shall be liable for willful intent, fraud or theft by it or its employees; death or personal injury caused by its negligence or that of its employees; fraudulent misrepresentation and for any other liability that cannot by law be excluded or limited.

10.2 AmTrav is not liable for Travel Supplier acts or omissions. Once a travel service is booked (including any Element) and confirmed by AmTrav, all terms and conditions of the Travel Supplier apply to the Customer. AmTrav will not be liable for any breach, delay, default or deficiency of the services provided by the Travel Suppliers.

10.3 Neither Customer or AmTrav will have any liability arising out of or related to this Agreement for indirect, special, incidental, reliance or consequential damages or damages for loss of use, lost profits, or interruption of business, even if informed of their possibility in advance.

10.4 Subject to Clause 9.1 and Clause 9.5, the aggregate liability of each party together with all its respective Affiliates arising out of or related to this Agreement shall not exceed the greater of:

total amount paid by Customer for the Services giving rise to the liability in the twelve months preceding the first incident out of which the liability arose; or
ten thousand dollars ($ 10,000), (the General Cap). The General Cap will apply whether an action is in contract or tort and regardless of the theory of liability but will not limit Customer's payment obligations under Clause 5 (Fees) above.

10.5 In relation to any breach by

AmTrav of Clause 7.1 (Intellectual Property) which leads to a claim, demand or proceeding made or brought against Customer (or a Customer Affiliate), and for which the Customer has recourse to the IP indemnity set out at Clause 7.5; or,
either party (including any of its Affiliates) of Clause 12 (Confidential Information) the aggregate liability of each party together (or solely AmTrav, in respect of Clause 9.5 a)) with all its Affiliates arising out of or related to the relevant incident (out of which the liability arose) shall not exceed the amount equivalent to three (3) times the value of the General Cap, up to a maximum liability of $100,000 (one hundred thousand Dollars).

10.6 The DPA governs conclusively the parties’ liability (including their Affiliates) in respect of breaches by either party of Clause 11 (Data Protection), and the DPA.

10.7 Each party acknowledges and agrees that the exclusions and limitations set forth herein represent the agreement of the parties as to the allocation of risk between them in connection with their obligations under this Agreement.

11 INSURANCE

11.1 AmTrav shall maintain insurance necessary to maintain its business and fulfill this Agreement, as determined by AmTrav.

12 DATA PROTECTION

The purpose of processing personal data is to provide business travel Services to the Customer, in this context, the customer acts as the controller of personal data. As part of these Services AmTrav will maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Customer data. AmTrav will comply with all applicable data protection laws including the GDPR, UK GDPR, CCPA/CPRA, and FADP (Switzerland) regarding the collection, use, and retention of personal information. AmTrav shall process Customer data only as necessary to provide the Services to Customer and to perform its obligations under the Agreement. AmTrav will process Customer data only for the duration of the Agreement and in accordance with Customer’s instructions. The nature of processing involves the collection, recording, storage, use, structuring, and transmission of data. The Customer, as the controller, will be responsible for ensuring a lawful basis and meeting applicable transparency obligations.

AmTrav will promptly notify the Customer of any personal data breaches, data subject or authority requests (where legally permitted) related to their data and provide ongoing updates, free of charge. Affected data subjects include individuals invited to the platform by the Customer, such as employees, contractors, job candidates, and their emergency contacts. The affected personal data includes user information (e.g., name, contact details, job information, identification documents), travel history (e.g., hotel stays, flights, car rentals), customer service interactions, and travel affiliation details (e.g., Miles & More number).

Personal data will be processed for as long as AmTrav provides business travel Services and retained for statutory periods (typically 5 to 7 years). Deletion or anonymization of data can only occur upon individual requests or at the end of the relationship, unless required by law. Additionally, AmTrav staff are bound by confidentiality obligations as per contracts or statutes.

13 CONFIDENTIAL INFORMATION

13.1 Each party and its respective Affiliates (for the purposes of this Clause 12, each a Discloser) may disclose Confidential Information to the other party (for the purposes of this Clause 12, each a Recipient) in the context of the Services. Confidential Information shall be deemed to include information disclosed whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall not include information which (i) is publicly available at the time of its disclosure; (ii) becomes publicly available (other than as a result of disclosure by the Recipient contrary to the terms of the present Clause); (iii) was lawfully in the possession of the Recipient free of any restriction as to its use or disclosure prior to its being so disclosed; (iv) was independently developed by the Recipient without any breach of the terms of this Clause; or (v) is required by law or regulator or by any court of competent jurisdiction to be disclosed.

13.2 The Recipient shall: (i) keep the Confidential Information disclosed by Discloser private and confidential and not disclose any of it to any person other than to the persons who need to know the same for the arrangement of the Services, including, but not limited to Travel Suppliers; (ii) ensure that all persons to whom the Recipient discloses the Confidential Information (in accordance with this Clause) are informed of the terms of this Clause and that such persons are required, prior to disclosure: to observe the terms of this confidentiality Clause or are bound by no less restrictive terms than those contained herein; (iii) use the Confidential Information for the sole purpose of providing or receiving the Services stated in this Agreement; (iv) keep the Confidential Information and any copies thereof secure and in such a way so as to prevent unauthorized access by any third-party.

13.3 If, for any reason, the Discloser requests in writing the return of the Confidential Information, the Recipient agrees to return as soon as reasonably practicable or confirm in writing that it has been destroyed. To the extent that such Confidential Information has been stored on the Recipients’ archive or back up electronic systems, the Recipient shall not be required to delete the Confidential Information but shall make reasonable efforts to have the Confidential Information deleted from such systems. The obligations of confidentiality set out in this Clause shall continue to apply in relation to any Confidential Information retained.

14 TERM AND TERMINATION

14.1 This Agreement shall be effective from the Effective Date and shall remain in force for term set out in the Letter Agreement, or otherwise until it is terminated in accordance with the provisions of these Terms (the Term).

14.2 Either party may terminate the Agreement without cause by giving the other party not less than thirty (30) calendar days’ notice in writing of its intent to terminate the Agreement.

14.3 The Agreement may be terminated by either party by giving notice in writing:

if the other party is in material breach and such breach is not remediable; or
if the other party is in material breach and the breach is remediable, but the breach is not remedied within 14 days of being notified in writing of the breach; or
the other party begins insolvency proceedings or becomes the subject of a petition in liquidation or any other proceeding relating to insolvency, liquidation, or as for the benefit of creditors or, in relation to the Customer, any analogous event in any relevant jurisdiction.

14.4 This Agreement and Letter of Agreement issued hereunder which have not been fully performed at such a time shall automatically terminate without need for action by the Customer, if any law or other governmental action would change the relationship created by this Agreement or would grant rights to AmTrav not granted under this Agreement, such termination to become effective one (1) day prior to the date such law or governmental action would become effective.

15 EFFECTS OF SUSPENSION OR TERMINATION

15.1 All payments due under the Agreement shall become payable on the suspension or termination date.

15.2 All bookings made by the Customer or Affiliates prior to the suspension or termination will remain in full force and effect under this Agreement and subject to the terms and conditions of the Travel Supplier. Payment of such bookings will be made according to the terms of this Agreement.

15.3 Upon termination, each party will, at the request of the other party, destroy or deliver up all marketing or promotional material bearing the logo of or any reference to the other party and all the other party’s proprietary and Confidential Information.

15.4 Within thirty (30) days of termination, Customer will delete, remove and disable all links and access to all Services and notify its employees, Travelers and Affiliates. Such obligation shall not prevent the Customer utilizing any Element confirmed as booked prior to the termination taking effect.

15.5 Termination of this Agreement:

shall not relieve either party of any obligation or liability accrued under this Agreement or the terminated Letter of Agreement prior to termination; and,
shall not relieve either party of continuing rights and obligations pursuant to this Agreement or the terminated SOW, including, but not limited to, Clause 8 (Warranties), 12 (Confidentiality), 9 (Liability),10 (Insurance), which rights and shall continue in effect in accordance with their terms.

16 ANTI-BRIBERY, ANTI-CORRUPTION, SANCTIONS COMPLIANCE

16.1 Neither AmTrav, nor any AmTrav Affiliate, their respective directors, officers, employees or, to AmTrav’s knowledge, agents or any other person acting on their behalf has directly or indirectly made any bribes, illegal payments, illegal political contributions, in the form of cash, gifts, or otherwise, or taken any other action, in violation of any applicable anti-bribery or anti-corruption law.

16.2 The Services, including the technology on which they operate and any related software applications, may be subject to export control laws and sanctions of the United States, the European Union, the United Kingdom (collectively, Sanctions Authorities) and other jurisdictions. AmTrav and Customer (on behalf of itself and its Affiliates) each represent that they are not: (i) targeted by sanctions administered by any Sanctions Authority; (ii) organized under the laws of or located in a country or territory targeted by comprehensive sanctions administered by any Sanctions Authority (each a Sanctioned Country); (iii) the government of a Sanctioned Country; or (iv) owned, controlled, or acting on behalf of any person or government described in (i), (ii), or (iii). Customer agrees that it shall not use or access, or permit any Traveler to use or access, the Platform or any Services from any Sanctioned Country.

17 MISCELLANEOUS PROVISIONS

17.1 This Agreement contains the entire agreement between the parties in relation to its subject matter and supersedes any prior arrangement, understanding, written or oral agreements between the parties in relation to the subject matter thereof.

17.2 Customer may vary certain Services it receives from AmTrav directly through the Platform (including the nature of its subscriptions). Otherwise, no variation to this underlying Agreement will be effective unless it is in writing and signed by a duly authorized representative on behalf of each of the parties.

17.3 If any Clause under this Agreement is deemed null and void, it shall not be considered effective. Such a declaration of invalidity shall have no bearing on the rest of the Agreement, which will continue to be applicable and binding on the parties.

17.4 The parties are each independent contractors, and shall not be deemed partners, franchisees, agents, joint ventures or legal representatives of each other, and neither party hereto is authorized to bind the other party or otherwise act in the name of or on behalf of the other party.

17.5 There are no third-party beneficiaries under this Agreement.

17.6 Unless otherwise foreseen in this Agreement,

This Agreement and any amendments thereto may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute the same instrument.
Notices may be delivered by email to the email-address indicated in the Letter of Agreement.
A signature delivered by electronic or facsimile transmission shall be effective to bind the executing party.

17.7 The Customer may not assign or transfer this Agreement, or any portion thereof, to any third party without AmTrav’s express written consent (consent not to be unreasonably withheld). AmTrav will have the right to assign or transfer this Agreement, by giving prior notice to Customer, to AmTrav Affiliates, or any successor in connection with its merger or the sale of all or substantially all its assets.

18 DISPUTE RESOLUTION

18.1 The parties shall endeavor to resolve amicably and expediently any disputes arising from or relating to this Agreement. Where a party becomes aware that such a dispute has arisen, it shall notify the other party in writing of the dispute and any steps which it considers the other party should take to resolve it (such written notification comprising a Dispute Notice). Following the issue of a Dispute Notice, the parties shall convene promptly and in good faith for the purpose of resolving the dispute stated in the Dispute Notice (or any other matter reasonably related thereto). Should the parties fail to resolve their differences in writing within twenty-one (21) days of issue of the Dispute Notice, either party may consider alternative forms of legal resolution.

18.2 No part of this Clause 15 shall prevent a party from seeking injunctive or interlocutory relief.

19 GOVERNING LAW AND JURISDICTION

This Agreement shall be constructed and performed according to the laws of the State of California, U.S.A. The parties agree there are no third party beneficiaries to this Agreement and the parties do not intend that any other party shall have rights to enforce the provisions of this Agreement.

SCHEDULE 1 | SERVICES

AMTRAV SERVICE TIERS

AmTrav offers three distinct service subscriptions (Value, Premium and Customize) as part of its provision of the Platform, and the summary descriptions below provide an indication of the type of services (including functionality, features and limitations) available within each subscription. For more detailed and up-to-date information please visit https://www.amtrav.com/pricing.

1. VALUE

Get access to the Platform* and benefit from:
Booking all your business travel in one place
Booking the same low fares and rates you get from airlines, hotels and car rentals
Guests & meeting travel booking in AmTrav
24x7 expert assistance from AmTrav’s all-employee, all U.S Travel Advisors.
AmTrav Relationship Manager assistance on request, bi-weekly user training
Savings with automatic unused tickets and AmTrav negotiated hotels
Pay with your own credit cards.
Full AmTrav real time travel & safety reporting.

2. PREMIUM

Get access to the Platform* and benefit from:
Booking all your business travel in one place
Booking the same low fares and rates you get from airlines, hotels and car rentals
Guests & meeting travel booking in AmTrav
24x7 expert assistance from AmTrav’s all-employee, all U.S Travel Advisors.
AmTrav Relationship Manager assistance on request, bi-weekly user training
Savings with automatic unused tickets and AmTrav negotiated hotels
Pay with your own credit cards.
Full AmTrav real time travel & safety reporting.
Set travel policies & pre-trip approval workflows
Track spend by billing codes & employee IDs
24x7 priority Travel Advisor assistance from AmTrav Premium desk
Designated AmTrav Relationship Manager, full service account implementation & personalized training
Pay with your own credit cards and UATP
Access to AmTrav Groups team for event travel planning ($)
Unlimited AmTrav-negotiated airline, hotel and car rental agreements, and bring up to three of your own hotel agreements
Integrations with our network of expense partners, single sign-on and duty of care providers

3. CUSTOM

Get access to the Platform* and benefit from:

Get access to the Platform* and benefit from:
Booking all your business travel in one place
Booking the same low fares and rates you get from airlines, hotels and car rentals
Guests & meeting travel booking in AmTrav
24x7 expert assistance from AmTrav’s all-employee, all U.S Travel Advisors.
AmTrav Relationship Manager assistance on request, bi-weekly user training
Savings with automatic unused tickets and AmTrav negotiated hotels
Pay with your own credit cards.
Full AmTrav real time travel & safety reporting.
Set travel policies & pre-trip approval workflows
Track spend by billing codes & employee IDs
24x7 priority Travel Advisor assistance from AmTrav Premium desk
Designated AmTrav Relationship Manager, full service account implementation & personalized training
Pay with your own credit cards and UATP
Access to AmTrav Groups team for event travel planning ($)
Unlimited AmTrav-negotiated airline, hotel and car rental agreements, and bring up to three of your own hotel agreements
Integrations with our network of expense partners, single sign-on and duty of care providers
Use alternate forms of payment like hotel virtual cards
Access to AmTrav VIP Advisors ($)
Additional Relationship Manager consultative services including quarterly reviews*
Bring your own hotel program*
Prime Numbers advanced analytics including benchmarking, forecasting, what-if analysis and more ($)

The Platform is designed to operate on the latest officially released versions of iOS and Android mobile operating systems and is accessible through Chrome, Firefox, Safari and Microsoft Edge browsers.

SCHEDULE 2 | PAYMENT METHODS

1. CREDIT CARD

1.1. Where the agreed payment method is credit card, Customer will be charged for all Services and bookings immediately at the time of purchase, unless a deferred charge is agreed with the Supplier (or in the case of a AmTrav charge). AmTrav reserves the right to, in accordance with the applicable legislation, charge additional costs that may arise as a result of using this payment method.

1.2. Customer is solely responsible to implement internal policies to determine which credit cards may be used by Customer’s and Affiliates’ employees, directors and any other individuals. Where a personal credit card is used to make payments, this shall not affect or alter Customer’s obligations and, as applicable, Affiliates’ obligations towards AmTrav, nor the commercial nature of this Agreement, which shall in any event be deemed to have been entered into solely between AmTrav and Customer. For the purposes of FlexiPerk, AmTrav shall only administer and issue refunds to corporate card/account profiles.

2. DIRECT DEBIT AND WIRE TRANSFER

2.1. AmTrav may, at its sole discretion and subject to a prior credit evaluation, allow Customers and, where applicable, Affiliates, to make and pay bookings and fees via direct debit or wire transfer up to a certain amount (the Limit). AmTrav may set a Limit per Customer and per Affiliate. Customer and Affiliates may not make bookings that exceed the existing Limit at a given time.

2.2. AmTrav may modify, suspend or cancel the Limit at any time at its sole discretion upon prior written notice to Customer. Customer may terminate this Agreement immediately if AmTrav exercises its right to modify, suspend or cancel the Limit, unless such changes are due to a breach of the Agreement by Customer or Affiliates.

3. PREPAYMENTS

3.1. Where agreed to by AmTrav, Customer and, if applicable, Affiliates, may prepay the Services and bookings by transfer of certain amount of cash to AmTrav in advance. Number and amounts of prepayments are at Customer’s sole discretion and shall be made by wire transfer to a bank account as indicated by AmTrav in writing from time to time.

3.2. Prepayments will be credited to the Customer’s account and applied exclusively towards charges for Services and bookings under the Agreement. Customer and Affiliates may not make bookings or use the Services in excess of prepayments.

3.3. AmTrav shall refund to Customer any unused prepayments net any outstanding Customer debts by wire transfer to the account indicated by Customer, subject to Paragraph 3.4

at Customer’s request. Such voluntary refunds are limited to once per calendar quarter;
should the parties agree in writing on a different payment method; or
within thirty (30) days of the termination effective date.

3.4. No interest is payable on prepayments.

4. SECURITY DEPOSIT

4.1. At the request of AmTrav, Customer may be required to provide a security deposit to guarantee the performance of its obligations under this Agreement. The amount of the security deposit will be specified in the Letter of Agreement and may vary depending on the nature of the services provided and Customer's creditworthiness from time to time. Customer shall transfer such security deposit to a bank account as specified by AmTrav.

4.2. AmTrav may utilize the security deposit to satisfy any outstanding payments owed by Customer to AmTrav under this Agreement.

4.3. Where AmTrav has utilized the security deposit resulting in a difference between the amount of the security deposit as specified in the Letter of Agreement and the actual balance of the security deposit, AmTrav shall notify Customer of such difference. Customer shall settle the difference by payment to the bank account specified by AmTrav within 5 business days of the notice. Should Customer fail to settle the difference within such time period, AmTrav reserves the right to suspend the Services or terminate the Agreement.

4.4. AmTrav will return the security deposit to Customer, less any amounts deducted for outstanding payments or damages caused by the Customer, within 5 business days after the termination or expiration of this Agreement, or until such time as AmTrav determines that the security deposit is no longer required. AmTrav reserves the right to withhold or retain the security deposit, in whole or in part, if the Customer breaches any of its obligations under this Agreement.

4.5. Customer acknowledges that the security deposit does not limit or restrict the liability of the Customer under this Agreement and that AmTrav may pursue any other remedies available to it under this Agreement or under applicable law.

4.6. Customer may not assign, transfer or otherwise dispose of the security deposit without the prior written consent of AmTrav.

SCHEDULE 3 | SERVICE LEVEL AGREEMENT

The Services set forth in Schedule 1, between Client and AmTrav are subject to the following service levels promised by AmTrav to Client:

1. Service Level:

a) Availability. The AmTrav web application (hereinafter the “Services”) will be available 99.0% of the time per month, except for any Planned Maintenance or Service Interruptions (“Uptime Availability”).
Service Interruptions. The Services may be unavailable as a result of circumstances beyond AmTrav’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees) (“Service Interruptions”), provided that Service Interruptions shall not include any downtime or unavailability caused by or resulting from the action or inactions of any AmTrav vendor or services provider. AmTrav will provide Client with information regarding such Service Interruptions and the restoration of the Services following such Service Interruption.
Planned Maintenance. “Planned Maintenance” shall not exceed eight (2) hours per calendar month and shall be scheduled between the hours of 12 midnight and 6 AM Eastern U.S. time.

2. Infrastructure Measurement and Reporting. AmTrav shall utilize such measurement and monitoring tools and procedures as are required to properly measure and report Client’s performance of the Services against the Uptime Availability. AmTrav may use its reasonable discretion in selecting the tools and procedures used in measuring and monitoring Client’s performance, provided that such tools and procedures are sufficient to enable AmTrav to comply with the provisions of this Exhibit.

3. Termination. If the Services do not meet the Uptime Availability on three (3) or more occasions during any 12-month period, then Client may terminate this Agreement without liability and AmTrav will refund to Client any unused portion of the fees Client has paid for the Services for the remainder of the current term (if applicable).

Contact Us

If you have any questions about this Privacy Policy, you can contact us by email @ Privacy@Amtrav.com