B2B Terms & Conditions
Effective Date: Nov 07, 2019
Effective Date in Canada: Nov 12, 2019
These terms represent a contract between You, as a user of this website, and RAIL EUROPE NORTH AMERICA INC., (hereinafter “RAIL EUROPE”)a Delaware corporation with its primary office at 333 Westchester Ave., Suite W2200, White Plains, NY 10604. BY USING THE RAIL EUROPE WEBSITE YOU AGREE TO BE BOUND BY THESE TERMS.
RAIL EUROPE offers rail products and tourist products on this website, agent.raileurope.com (hereinafter the “B2B Website”), in the name and on behalf of its partners, the rail carriers and tourist services providers.
The travel agency (hereinafter the “Travel Agency”) is engaged in the travel agency business, offering travel and transportation services to the general public through retail offices.
At the Travel Agency’s request, RAIL EUROPE has given the Travel Agency a login, a password and any information the Travel Agency may need to access and register in to the Website.
When accessing the Website for the first time, the legal representative of the Travel Agency shall click and accept the present terms and conditions ("Terms and Conditions") that shall be applicable and enforced by the Travel Agency from that date (the “Effective date”).
From that moment, the Travel Agency becomes a non-exclusive partner of RAIL EUROPE for the sale of Products and can start selling Products to the Travel Agency’s customers via the B2B Website.
The Travel Agency is invited to carefully read through these Terms and Conditions and is advised to download them or to print them and keep a hard copy.
For all enquiries about Products and the Website, the Travel Agent can:
Find information in the Terms and Conditions;
Find information on the B2B Website;
Use the online Chat on the B2B Website;
Contact the Travel Agency’s local Rail Europe representative.
Article 1 - DEFINITIONS
The following terms shall have a defined meaning as used in these Terms and Conditions:
1. “Booking” or “Order” shall mean any reservation made on the B2B Website.
2. “Carriers” shall mean Rail Products suppliers.
3. “Customer(s)” or “End Customer(s)” shall mean customer(s) for whom the Travel Agency makes reservations, or sells Products through the B2B Website.
4. “Products” or “Services” shall mean “Rail Products” and “Touristic Products” through providers made available for sale through the B2B Website.
5. “Providers” shall mean provider of Touristic Products.
6. “Rail Products” shall mean train tickets, rail passes and other ground transportation.
7. “Specific Conditions” shall mean the contractual terms and conditions specific to each Product or Service (regardless of their name: "conditions and restrictions", etc.) accessible on the B2B Website prior to approval of any Order.
8. “Suppliers” shall mean Carriers and Providers.
9. “Territory” shall mean the only area where the Travel Agency is authorized to sell Products. The authorized Territory is where the Travel Agency’s principal office is located.
10. “Touristic Products” shall mean destination travel Products, as city tours, city passes, tickets for visits and excursions, urban/water transport tickets.
11. “User” shall mean an authorized representative or employee of the Travel Agency who can access the B2B Website to sell Products to Customers.
12. “B2B Website” shall mean the website that RAIL EUROPE permits the access to the Travel Agency for the selling of Products as above-mentioned.
Article 2 - OBLIGATIONS OF RAIL EUROPE
2.1 - Access to the B2B Website
RAIL EUROPE gives access to the B2B Website.
RAIL EUROPE shall stop giving this access to the B2B Website after the occurrence of any of the following events:
- An event of force majeure as defined in Article 9;
- The loss or suspension of any business or travel agency license, if applicable;
- The transfer or assignment of the Travel Agency’s activity to another legal entity;
- The Travel Agency fails to perform or breaches any material term of this Terms and Conditions, and such failure to perform or breach is not cured within thirty (30) days of the Travel Agency’s receipt of notice of the breach from RAIL EUROPE.
Upon termination of the access of the B2B Website, for any reason whatsoever, all rights and obligations of the Travel Agency thereunder shall cease; provided, however, that such termination shall not relieve the Parties of any obligations accrued prior to said termination, and provided further that articles 5 and 6 shall survive the termination of the Terms and Conditions. The Travel Agency shall continue to abide by the terms of its non-disclosure obligations with respect to Confidential Information under Article 7 of this Terms and Conditions for a duration of three (3) years following the date of termination.
The Travel Agency is not entitled to any indemnification if the access to the B2B Website is terminated based on one of the cases provided in this article. RAIL EUROPE shall not be liable for, and the Travel Agency hereby waives, all rights to compensation and all other claims due to the termination of the access to the B2B Website, whether on account of goodwill created or continuing benefits; or the loss by The Travel Agency of present or prospective profits or anticipated orders; or expenditures, investments and commitments made by the Travel Agency in connection with the access to the B2B Website.
2.2 - Access to Products inventory access
RAIL EUROPE shall give access to Products through the B2B Website.
The Travel Agency acknowledges that RAIL EUROPE is free to give access or not to Touristic Products
RAIL EUROPE is not responsible for the availability and fares of the Products. The information is directly provided from the Carriers and Providers and may be updated day to day. The Travel Agency shall check on the B2B Website for any itinerary or time changes before departure.
RAIL EUROPE offers secure online payment using SSL (Secure Socket Layer) technology. SSL works encrypting all communications between the computer of the Travel Agency and RAIL EUROPE’s server so the information cannot be intercepted. If the browser of the Travel Agency is SSL equipped, the transaction will be secured automatically.
2.3 - Information and sale documentation, training
Information concerning Rail Products are available on the B2B Website. Some of them can be uploaded by the Travel Agency.
RAIL EUROPE may also supply the Travel Agency, from time to time, with any information, to be used by the Travel Agency for the selling of Rail Products.
At its discretion, RAIL EUROPE may also provide the Travel Agency with training, sales call, visit of our sales team, goodies, etc.
2.4 - Fulfilment and support services
RAIL EUROPE, or any third party appointed by RAIL EUROPE, shall provide the Travel Agency with fulfilment and support services.
RAIL EUROPE shall provide the Travel Agency with following services:
- Printing : RAIL EUROPE shall print Rail Products’ tickets booked and paid on B2B Website within one (1) business day of booking finalization;
- Shipping: RAIL EUROPE shall package the Rail Products’ tickets using its own envelops/packaging. RAIL EUROPE shall send the Rail Products’ tickets according to shipping option potentially selected on the B2B Website. Shipping costs shall be invoiced to the Travel Agency as described in article 4 hereafter;
- Operating End Customer requests : RAIL EUROPE shall answer by customized email general End Customers’ questions about Rail Products and Rail Products’ tickets and provide general guidance and assistance; the answers shall be sent to the End Customers within two (2) business days;
- Operating After sales / post booking support: RAIL EUROPE shall process after sales requests and post booking End Customers queries (regular after sales / exchanges / refund, only if required conditions of the Carriers are met – RAIL EUROPE must abide by these rules under all circumstances hence is not able to make exceptions to them). The Parties shall at a later stage meet and discuss details of procedures that shall enable RAIL EUROPE to proceed with after sales operations and post booking support.
- Operating End Customers complaints: the Travel Agency shall handle End Customers complaints regarding tickets purchased.
Article 3 - OBLIGATIONS OF THE TRAVEL AGENCY
The Travel Agencies undertakes to respect the following obligations and also undertakes to take all necessary measures so that these obligations are also complied with by its employees.
3.1 - Use of the B2B Website
When accessing the B2B Website for the first time with its login and password, the legal representative of the Travel Agency accesses the account of the Travel Agency.
The legal representative of the Travel Agency shall create individual account to its employees within the Travel Agency’s account or shall authorize its employees to create individual account within the Travel Agency’s account.
The legal representative of the Travel Agency shall also delete the access’ right of its employees, by connecting to the Travel Agency account on the B2B Website.
The Travel Agency may want to stop using the B2B Website. To do so, the Travel Agency can, at any time, ask RAIL EUROPE to deactivate its access to the B2B Website.
The Travel Agency undertakes :
- not to use the B2B Website for illegal purposes or for purposes that could cause damage to the rights of RAIL EUROPE or to those of third parties. In particular, the Travel Agency should not use the B2B Website to disseminate information that is illegal, harmful, indecent, discriminatory or offensive to RAIL EUROPE or third parties;
- not to disturb the access to or functioning of the B2B Website, neither gain or attempt to gain any unauthorized access to the IT systems of RAIL EUROPE, nor modify the B2B Website or use the B2B Website to transmit viruses, hacking attacks, worms, etc. ;
- not to disclose its password and login to a third party. The Travel Agency also undertakes to ensure that its password and login are not used by former employees. The Travel Agency is responsible in all circumstances for the use made of its password and login;
- to respect the Terms and Conditions.
3.2 - Sales of tickets
The Travel Agency shall sell Rail Products with great care and strictly in accordance with the rates, rules, regulations and instructions governing the terms thereof and as shall be established and/or specified by RAIL EUROPE.
The Travel Agency understands and acknowledges that RAIL EUROPE displays all information pertaining to the Products on the B2B Website.
It is under the Travel Agency’s liability to provide its Customers with complete and accurate information and assistance concerning Products (description, cancellation and refund conditions, etc.).
The Travel Agency acknowledges that it shall sell the Products only through the B2B Website, otherwise it shall not be entitled to any commission.
3.3 - Complying with laws and regulations
The Travel Agency shall observe all laws and regulations applicable imposed in the context of exercising its business, and shall pay all applicable taxes.
The Travel Agency guarantees to maintain any and all permits, licenses and insurance potentially required for the conduct of the Travel Agency’s business.
The Travel Agency shall not receive, or arrange for any other person to receive or obtain, any consideration or thing of value in exchange for any Products that may be given free of charge by RAIL EUROPE to the Travel Agency.
The Travel Agency shall maintain appropriate procedures and safeguards to ensure that its employees are aware of, and comply with, all of its obligations under these Terms and Conditions. This includes any special product access procedures that RAIL EUROPE may require.
If applicable, the Travel Agency must subscribe an insurance policy covering the consequences of the civil liability that it might incur as regards damage of any kind, and especially damage to property and non-physical damage it could cause to RAIL EUROPE, to End Customers or to third parties, as a result of its fault, or the fault of employees or officers, resulting from acts of any kind carried out in the exercise of its activity. Insurance must be subscribed with a well-regarded solvent insurance Travel Agency, at the latest on the day the Travel Agency access the B2B Website for the first time, for suitable amounts. The Travel Agency also undertakes to keep this insurance policy valid and to pay the corresponding premiums regularly.
Article 4 - FINANCIAL CLAUSES
4.1 - Prices, commission and fees
4.1.1 - Prices of Products
The Products description included on the B2B Website outline exactly what is included in the price of each Product.
Prices of Products are set by Suppliers and shall be modified at any time by said Suppliers.
4.1.2 - Operating fees
RAIL EUROPE reserves the right to charge fees to the Travel Agency. The amount of these fees is displayed on the B2B Website and may be reviewed ad-hoc according to actual cost evolution on respective markets.
Booking fees or handling fees: RAIL EUROPE will charge the Travel Agency with booking fee. Booking fee intends to cover for the customized Rail Europe services delivers : 24/7 on line reservation platform, operational cost for the largest portfolio of train tickets in Europe, processing costs for credit cards and secure payment, as well as assistance before, during and after the trip.
Shipping fees: RAIL EUROPE will charge the Travel Agency with shipping fees for the costs of the shipping of physical tickets to the Travel Agency or the End Customer. These shipping fees will not apply on e-tickets.
4.1.3 - Commission
In consideration for the Travel Agency’s services thereunder, RAIL EUROPE shall pay the Travel Agency, for each Product sold, an amount equal to a commission.
The Parties agreed on the commission, as indicated in the accreditation email from RAIL EUROPE to the Travel Agency. RAIL EUROPE may change the commission. If the Travel Agency disagrees with the new commission, the Travel Agency shall stop using the B2B Website.
4.2 - Payment
Fares quoted normally include all taxes, except where taxes are collected locally.
The fares, taxes, fees and charges are payable to RAIL EUROPE in USD or CAD, depending on the country where the Travel Agency is located.
The Travel Agency shall pay the Rail Products on the B2B Website by its own credit card or by the credit card of its client.
By paying by its own credit card, the Travel Agency shall pay RAIL EUROPE : public fare of train ticket and pass less commission+ shipping fees if applicable + handling fees + Rail Protection Plan Product if applicable.
By paying by the credit card of its client, what shall be paid to RAIL EUROPE is : public fare of train ticket and pass less commission + shipping fees if applicable + handling fees + Rail Protection Plan Product if applicable.
Some banks and credit cards impose fees for international transactions. If the Travel Agency is making a booking with a credit card, the Travel Agency’s bank may convert the payment amount to the local currency and charge the Travel Agency a conversion fee. This means the amount listed on the credit or bank card statement may be in the Travel Agency’s local currency and therefore a different figure than the figure shown on the billing summary page for a reservation booked on the B2B Website. In addition, a foreign transaction fee may be assessed. Booking international travel may be considered to be an international transaction by the bank or card Travel Agency. The currency exchange rate and foreign transaction fee is determined solely by the Travel Agency’s bank on the day that they process the transaction.
4.3 - Payment abnormal issues
In the case in which a payment is discovered to be irregular, incomplete or non-existent, for a reason attributed to the Travel Agency or the Customer, the sale of these Products will be cancelled and the expenses will be charged to the Travel Agency, and civil or criminal action may be pursued against the Travel Agency.
In order to ensure the security of transactions and consumers, RAIL EUROPE reserves the right to block any order that appears fraudulent or does not present all of the guarantees necessary for online payment security. In this case, the Travel Agency should contact customer service via the "Contact" tab on the B2B Website for further information.
Moreover, in case of an irregularity related to the payment of an Order on the B2B Website, RAIL EUROPE reserves the right to record the contact information provided during the purchase in a list of payment incidents.
Article 5 - LIABILITY AND WARRANTIES
5.1 - General provision
The Travel Agency is responsible for the use of the B2B Website according to these Terms and Conditions.
If the Travel Agency fails to comply with these obligations, RAIL EUROPE reserves the right to forbid and immediately block access to the B2B Website and to claim damages.
The Travel Agency is liable for any action of its representative, employees and any other third party who would use the B2B Website under the control of the Travel Agency.
The Travel Agency is, in all situations, liable for actions and negligence of any person or entities to which the Travel Agency might transfer these rights and obligations.
5.2 - Concerning the use of the B2B Website
5.2.1 - Concerning login and passwords
The Travel Agency shall not transfer or assign the Travel Agency’s login and password.
5.2.2 - Access of the B2B Website
RAIL EUROPE shall give the Travel Agency access to the B2B Website.
RAIL EUROPE implements all reasonable means so that the B2B Website operates continuously and is fully functional with a view to allowing the sale and distribution of the Products.
However, RAIL EUROPE is bound in this respect by a best efforts obligation and offers no guarantee that the B2B Website will be free from irregularities, errors or bugs, nor that these can be corrected, nor that the B2B Website will function without interruption or breakdowns.
The Travel Agency accepts that preventive and corrective maintenance operations, as well as updates and any other intervention by RAIL EUROPE made necessary in order to ensure normal operation of the B2B Website, may render the service and/or access to the data entered unavailable.
RAIL EUROPE has no liability whatsoever for any foreseeable or unforeseeable, material or immaterial damage (including the loss of profit or opportunity) deriving from the use or total or partial inability to use the B2B Website.
The Travel Agency declares that it is familiar with the characteristics and limits of the Internet, in particular its technical performance, the response times for consulting, querying or transferring data and the risks linked to security of communications.
5.2.3 - IT compatibility
RAIL EUROPE does not guarantee that the B2B Website is compatible with the Travel Agency IT system (computer hardware or software configuration) and has no liability for dysfunction attributable to such incompatibility.
The Travel Agency acknowledges that it has verified that the computer system it uses does not contain any virus and that it is in perfect functional condition.
The Travel Agency must for instance make sure that it has the software and hardware system required to print the Rail tickets: a computer connected to the Internet and equipped with Acrobat Reader software and a printer. RAIL EUROPE accepts no liability in the case of inability to print the Rail tickets due to the failure to adhere to the software and hardware system requirement specified above.
5.2.4 - Bookings
RAIL EUROPE does not give any guarantee as to whether the B2B Website is adequate for the Travel Agent’s needs.
The Travel Agency is responsible for the booking and the issuance of tickets for End Customers. The Travel Agency is also responsible for all Products information given to the End Customers to process the orders (notably the specific terms and conditions of Products) and for all information collected from the End Customers to process the orders (information concerning the travel, personal data of End Customers, payment, etc.). Except for a dysfunction of the B2B Website that would be attributable to it, RAIL EUROPE cannot be held liable for irregularities that may occur when an order is made, or in the processing or printing of a ticket, attributable either to the Travel Agency’s action, to an unforeseeable or insurmountable action of a third-party foreign to the service or to a case of force majeure. The Travel Agency is thus liable for damage caused to End Customers and any other third party arising from a deed, action or omission by the Travel Agency occurring in the process of issuance Products, notably the failure to sell an adequate ticket or to enter data, for whatever reason, claimed by an End Customer, without the possibility of any claim or recourse towards RAIL EUROPE.
The Travel Agency shall support fraudulent payment made by End Customers and shall indemnify RE4A for any direct loss or damage caused by any fraudulent transactions which the End Customers or the Travel Agency makes.
In no case shall RAIL EUROPE be liable for any information given or booking made by the Travel Agency on another website than the B2B Website.
Consequently, the Travel Agency undertakes to guarantee RAIL EUROPE and hold RAIL EUROPE harmless at the Travel Agency’s expense against any claim, complaint, appeal, proceedings or action, of any kind, that might be brought against RAIL EUROPE by any End Customer or any other third party on the aforementioned grounds. In addition, the Travel Agency undertakes to guarantee RAIL EUROPE against all expenses to which the latter might be exposed by way of a transaction entered into following a claim or a judgment as a result of legal action brought against RAIL EUROPE pursuant to this Article.
5.2.5 - Third party’s websites
The B2B Website may contain links to third party websites. These links are provided solely as a convenience to the Travel Agent. Rail Europe assumes no responsibility and provides no guarantee for the content and accuracy of these websites to which the Travel Agency may be re-directed by using one of these hyperlinks.
5.3 - Concerning the Products
RAIL EUROPE is not acting as a Supplier and therefore cannot be held liable towards the Travel Agent or any third party for damage resulting from a deed, an act or omission of any Supplier.
RAIL EUROPE takes every effort to ensure that Products’ information provided by the Suppliers and contained within the B2B Website is correct at the time of going live, but cannot be held responsible for any errors and omissions or any information which may be incomplete, inaccurate or may have become out of date due to Suppliers’ failure.
RAIL EUROPE shall not be liable for any change made on any itinerary or time before departure. The Travel Agency shall ensure that it has checked these elements.
RAIL EUROPE cannot be held liable for any failure to execute or poor execution of all or part of the services sold, which would be attributable to a Supplier or to a case of force majeure. Rail Europe is not responsible nor liable for any loss (consequential or otherwise) and damage including, but not limited to, loss of, or damage to passengers’ belongings whatsoever; death, injury, delay, inconvenience or irregularity caused by, or arising from, or in connection with, any defect in any train travelled in; or through the negligence, willful misconduct, strikes, or other acts, defaults, or omissions of any Supplier.
Rail Europe disclaims all liability for direct or indirect damage caused by its fault or omission, following the supply of faulty services or products. The Travel Agency must send such claims and complaints concerning transport or touristic services, directly to the Suppliers and not involve Rail Europe.
5.4 - Warranties or limitation
The Travel Agency acknowledges that RAIL EUROPE may in no case be required to pay compensation for any unforeseeable, consequential or indirect damage, such as the loss of data, the failure of an agreement, the loss of customers or turnover or as the result of faulty studies.
If RAIL EUROPE’s liability is called into question on any other grounds, RAIL EUROPE’s liability will be limited, except in cases of gross negligence or willful misconduct, to an amount equivalent to that of the commission paid by RAIL EUROPE to the Travel Agency. However, this amount may never exceed the amount of commission paid over the period of a quarter.
In the event that RAIL EUROPE, for whatever reason, is required to pay damages, such damages shall only compensate direct damages and shall be limited to the price received by RAIL EUROPE for the Products which caused the damage.
Article 6 - INTELLECTUAL PROPERTY RIGHTS
6.1 - The B2B Website
Rail Europe or the companies of its group or their Partners are holder of the intellectual property rights relating to the B2B Website or on which they hold related usage rights.
Access to the B2B Website does not grant the Travel Agency any right to the intellectual property rights of the B2B Website.
The elements accessible on the B2B Website, in particular the texts, photographs, images, icons, maps, sounds, videos, software, data base and data are also protected by intellectual and industrial property rights and other exclusive rights held by RAIL EUROPE or the companies of its group or their Partners.
Unless governed by other provisions in the Terms and Conditions, the Travel Agency may not copy, represent, modify, transmit, publish, adapt, on any medium or by any means whatsoever, or use in any manner whatsoever, all or part of the B2B Website without the prior written authorization of RAIL EUROPE. The Travel Agency is hereby informed that this prohibition targets in particular, but not exclusively, such practices as scraping or the use of robots for extraction, or the reproduction of any part of the B2B Website, including offers for Rail Products presented therein, in particular for commercial purposes.
Any use without prior authorization by RAIL EUROPE, for any purpose whatsoever, of all or part of the B2B Website, will be subject to any appropriate action, in particular, for infringement.
The insertion of hyperlinks to any part of the B2B Website is prohibited without the prior written authorization of RAIL EUROPE.
RAIL EUROPE is liable and shall defend at its own expense any action brought against the Travel Agency, to the extent that it is based on a claim that the use of the B2B Website infringes the proprietary rights of another person and shall pay any costs and damages finally awarded against the Travel Agency in any such action to the extent attributable to such a claim. Should the use of the B2B Website become, or in RAIL EUROPE’s opinion be likely to become, the subject of any such claim, RAIL EUROPE shall have the right to instruct Travel Agency to discontinue the use of the B2B Website and to take such other steps as RAIL EUROPE may consider appropriate in order to limit its liability exposure.
6.2 - The trademarks
The Travel Agency acknowledges RAIL EUROPE’s or its licensor’s intellectual property rights on Trademarks (marks, names, URL, designs, logos, slogans used by RAIL EUROPE, including the ones of Products’s Suppliers) and undertakes not to perform any act or omission in violation of these rights.
The Travel Agency acknowledges RAIL EUROPE or its licensor’s rights, title and interest in and to the trademarks and all combinations of these trademarks any other trademarks or names including names for websites currently used or in the future by RAIL EUROPE in connection with the sale and marketing of Products.
The Travel Agency further agrees that it will not register or use any of the trademarks or any element confusingly similar to the trademarks in the Travel Agency’s business or as part of the Travel Agency’s trading name except the word “rail” or any like word or phrase.
The Travel Agency shall not register, purchase or use any domain name that would include any term which is the same as or a misspelling of or singular or plural form of the trademarks. The Travel Agency undertakes not to create pages on social networks with the trademarks, similar to the trademarks or including the trademarks. The Travel Agency undertakes not to use the trademarks and any abbreviation, acronym and/or misspelling of said trademarks in the title and/or description of publicity displayed on the results page of search engines and not to use any URL including the trademarks (as Rail Europe, etc.), any URL similar to http://www.raileurope.com and similar to the carriers’ websites.
Failure to adhere to any of these rules will result in the immediate termination of access to the B2B Website and the Travel Agency will be subject to any appropriate action, in particular, for infringement.
6.3 - Software
The use of any software downloaded from the B2B Website allowing to access certain services is governed by the terms of the accompanying license. The Travel Agency agrees to refrain from installing, copying or using this software before first agreeing to the terms of the said license.
Concerning any software not accompanied by a license, the Travel Agency is granted a temporary, private, personal, non-transferable and non-exclusive right to use the software in order to access, exclusively, the services that require the use of the software. By installing or using the software, the Travel Agency agree to adhere to this condition.
Article 7 - CONFIDENTIALITY
“Confidential Information” means all information about RAIL EUROPE (or any other Travel Agency with which RAIL EUROPE is related) of a financial, commercial, technical, legal nature, as well as information about RAIL EUROPE’s customers, in whatever form this may exist.
Confidential Information may be communicated orally, visually, in writing or in any other recorded or tangible form. Data and information shall be considered to be Confidential Information (1) if RAIL EUROPE, orally or in writing, has marked them as such, (2) if RAIL EUROPE, orally or in writing, has advised the Travel Agency of their confidential nature, or (3) if, due to their character or nature, a reasonable person in a like position and under like circumstances as the Travel Agency would treat them as secret and confidential.
The Travel Agency shall refrain from using or exploiting any and all Confidential Information for any purposes or activities other than those specifically authorized in the Terms and conditions and after the expiration hereof, and shall implement effective security procedures in order to avoid disclosure or misappropriation of such Confidential Information. The Travel Agency shall ensure its collaborators, workers, employees, subcontractors, etc. comply with the same obligation.
Article 8 - PERSONAL DATA
For the purposes of this Article, the terms "personal data," "to process/processing," "data controller," "recipient," and "data processor" shall have the same meaning as those stated in European Regulation 2016/679 of 27 April 2016 relating to the protection of individuals with regard to the processing of personal data and on the free movement of such data (the "GDPR"). “Transfer” means any display, communication, copy or movement of data via a network, or any display, communication, copy or movement of such data from one medium to another, whatever the medium
Under the terms of the Agreement, Rail Europe is a data processor and the Travel Agency is a data controller.
8.1 Characteristics of processing
The characteristics of personal data processing performed by Rail Europe on behalf of the Travel Agency, such as the object, duration, nature and purpose of the processing, the type of personal data and the categories of persons concerned, are detailed hereinafter:
Nature and purpose of the processing: Rail products distribution
Categories of data subjects: Customers and travellers
Type of data: name, surname, date of birth, email address, shipping address, passport number, banking information
Data recipients: the Travel Agency, Rail carriers, Rail Europe, fulfilment centers
8.2 Rail Europe’s obligations
8.2.1 Compliance with Travel Agency instructions and regulations
Rail Europe hereby agrees to:
- process personal data collected within the strict and necessary framework of the Agreement and, in general, act only on the written and documented instructions of the Travel Agency and in accordance with the Agreement;
- comply with the regulations applicable to the personal data processed;
- ensure that persons who have access to personal data are aware of the Travel Agency’s instructions and undertake to process only the personal data entrusted to them, in strict compliance with such instructions and this Agreement, including with their own subcontractors;
- not grant, lease, assign or otherwise communicate to another person all or part of the personal data, even free of charge, and not use personal data for purposes other than those described in the Agreement, including for any commercial prospecting, marketing and/or other purposes.
8.2.2 Security, confidentiality, breach or destruction of data
Rail Europe hereby agrees to:
- take all necessary precautions to preserve the confidentiality and security of personal data, in particular to prevent it from being distorted, damaged or disclosed to any unauthorised third parties or accessed by unauthorised third parties and, more generally, implement appropriate technical and organisational measures in order to protect personal data against accidental or unlawful destruction, accidental loss, alteration, unauthorised dissemination or access, in particular if processing includes data transmission in a network, and against any form of unlawful processing, it being specified that in light of standard best practices, such measures must ensure an appropriate level of security with respect to the risks presented by processing and the nature of the data to be protected;
- ensure that access to personal data will be strictly limited to employees or service providers who require access thereto for the performance of Agreement on behalf of the Travel Agency and that they are bound by the same obligations;
- implement authorisations to restrict access to personal data and to communicate personal data only to those persons who need to know about it, ensuring that such persons are subject to a contractual or legal obligation of non-disclosure and appropriate security;
- implement measures necessary for the protection of personal data in the event of personal data breaches, in consultation with the Travel Agency, in order to limit any adverse impact on persons affected by the breach;
- comply with and establish personal data retention periods.
Rail Europe hereby agrees to:
- assist and collaborate with the Travel Agency to ensure compliance with the obligations required of it, in accordance with applicable regulations on the protection of personal data;
- respond to any Travel Agency requests concerning processed personal data, in order to allow the Travel Agency to take into consideration, in the time allotted, any requests from interested parties (right of access, rectification, erasure, portability, etc.) and, more generally, to take into consideration the nature of processing and assist the Travel Agency with appropriate technical and organisational measures in order to meet its obligation to comply with requests that data subjects may submit for the purpose of exercising their rights;
- provide the Travel Agency with any information and assistance required to ensure compliance with any obligations in the event of a data breach.
8.3 Obligations of the Travel Agency
The Travel Agency hereby agrees to:
- actively cooperate with Rail Europe, in particular to disclose to it any useful or necessary information and instructions concerning processed personal data and the processing thereof;
- comply with regulations in terms of the collection and processing of personal data, and particularly to:
- collect data in a fair and lawful manner,
- respect the rights of data subjects;
- follow the legal and regulatory procedures required for personal data processing for which it is responsible and accept the same obligations relating to the respect of rights of data subjects affected by such processing.
Article 9 - FORCE MAJEURE
In the case of a force majeure defined as an event arising out of causes beyond either of RAIL EUROPE’s control, including, but not limited to, acts of God or the public enemy, acts of any government in either its sovereign or contractual capacity, fires, floods, serious IT or electronic problems, acts of terrorism, transport strikes or other labour disputes, or embargoes, RAIL EUROPE is authorized to suspend, totally or partially, the access to the B2B Website.
In no case will suspension of service give rise to compensation.
Article 10 - MISCELLEANOUS
10.1 - Proof
Notwithstanding any other evidence presented by the Travel Agency, the records stored in the information system of Rail Europe or its partners are considered as legal evidence with respect to orders made.
The data on computerized or electronic media stored by RAIL EUROPE constitute evidence and, when produced as forms of evidence by RAIL EUROPE in any legal dispute or other, shall be admissible, valid and applicable in the same manner, in the same conditions and with the same evidentiary force as any document that would be established, received or stored in writing.
10.2 - Invalidity
If a clause in the Terms and conditions is declared null, this nullity will not affect the validity of the other provisions of the Terms and Conditions.
10.3 - Liquidation or receivership
If the Travel Agency should be the subject of a decision to go into liquidation or receivership, it is bound to inform RAIL EUROPE of this as quickly as possible. In this case, the Terms and Conditions will be terminated if the liquidator does not use the power offered by the law to continue its performance.
10.4 - Assignment of rights
The Travel Agency shall not transfer or assign its rights (including logins and passwords) under the Terms and conditions or delegate the performance of its duties thereunder. Any attempt by the Travel Agency to assign its rights or delegate the performance of its duties thereunder shall be null and void and shall put an end to the access given to RAIL EUROPE to the B2B Website.
The Travel Agency is, in all situations, liable for negligence of its subcontractors, intermediaries, proxies and/or entities to which it might transfer the rights and obligations arising from the Terms and Conditions. Similarly, the Travel Agency shall stand jointly and severally liable for undertakings entered into by the said subcontractors, intermediaries, proxies and/or entities. Any assignment of the Travel Agency’s obligations that harms the rights of RAIL EUROPE will be considered null and void.
10.5 - Independence of the Parties
The relationship of the Travel Agency and RAIL EUROPE established by this Terms and Conditions is that of independent contractors.
The Travel Agency is not responsible for prospecting customers in the name of RAIL EUROPE; the Travel Agency acts in the name and on behalf of RAIL EUROPE.
RAIL EUROPE and the Travel Agency understand and agree that, except as specifically provided for in this Terms and conditions, RAIL EUROPE does not grant the Travel Agency the power or authority to make or give any agreement, statement, representation, warranty or other commitment on behalf of RAIL EUROPE, or to enter into any contract or otherwise incur any liability or obligation, express or implied, on behalf of RAIL EUROPE, or to transfer, release, or waive any right, title or interest of RAIL EUROPE.
Article 11 - GOVERNING LAW AND JURISDICTION
The Terms and Conditions, and any disputes arising out of or in connection with this Terms and Conditions, shall be governed by the laws of the State of New York.
Any dispute that might arise regarding the interpretation, performance or consequences of this Terms and conditions must be settled amicably by the Parties. If no amicable settlement is reached, all disputes concerning, in particular but not exclusively, the validity, interpretation, performance or termination of the Terms and conditions will come under the jurisdiction of the Courts of the State of New York. The Travel Agency hereby expressly consents to the exercise of jurisdiction by such courts notwithstanding the possibility for RAIL EUROPE to undertake legal proceedings with local jurisdiction of the Travel Agency if necessary.