Terms & Conditions - Baggage ID Chart

1. Definitions and Interpretation

1.1  For purposes of this Agreement, and unless otherwise expressly provided herein, the following terms shall have the respective meanings set forth below:

“Agreement” means the contract between IATA and the Customer for the subscription or purchase of a Product incorporating the IATA Store Conditions of Sale (available at www.iata.org/en/terms/store-conditions-of-sales/) and these Terms and Conditions, the Product Terms Appendix and the Order Form, together with any other schedules or annexes, and which shall come into existence on the Effective Date.

“Customer” shall mean the named party in the Agreement which has agreed to license or purchase the Product and whose details are set out in the Order Form.

“Effective Date” shall mean the date on which the Product reflected in the Order is made available or accessible to Customer.

“Fees” shall mean the subscription or purchase fees set forth in the Order Form and as specified in section 4 of this Agreement.

“Force Majeure” means an event or circumstance that is reasonably outside a party’s control and prevents it from performing its obligations in the Agreement.

“Order Form” or “Order” shall mean an order for the subscription or purchase of the Products placed by the Customer through the IATA Store.

“Permitted Purpose” means the Authorised Users accessing and using the Products in accordance with section 2.

“Product(s)” means has the meaning given to it in the Product Appendix.

1.2 In this Agreement general words introduced or followed by the word “other”, “including” or “in particular” shall not be given restrictive meaning because they are followed or preceded (as the case may be) by particular examples intended to fall within the meaning of the general words.

1.3 These Terms and Conditions apply to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

1.4 In the event of any inconsistency or conflict between any provision contained in the IATA Store Conditions of Sale and any provision contained in these Terms and Conditions or the Product Terms Appendix, the provision in the Product Terms Appendix shall take precedence followed by the Terms and Conditions and then the IATA Store Conditions of Sale.

2. Rights Granted

Upon successful purchase of the Product through the IATA Store, IATA hereby grants the Customer a limited, conditional, non-exclusive and non-transferable right to permit those employees or individual contractors of the Customer only, who are specifically authorized by the Customer (the “Authorized Users”) to access and use the Products strictly for the sole purpose detailed in paragraph 3  (Permitted Purpose) of the Product Appendix (the “Permitted Purpose”) subject to any restrictions specified in the Agreement. In relation to the Authorised Users, the Customer undertakes that it shall be responsible for compliance by the Authorised Users with the Agreement and that the restrictions on the Customer set out within the Agreement shall, unless the context requires otherwise, equally apply to any such persons.

3. Term

 This Agreement shall commence on the Effective Date and shall (unless terminated earlier in accordance with the Agreement) continue in full force and effect thereafter.

4. Fees

4.1  In consideration of the rights granted hereunder, Customer undertakes and agrees to pay IATA the Fees in the currency set forth in the Order Form. Unless otherwise stated in the Order Form, Fees are payable within 30 days of the date of the invoice.

4.2  All Fees stated are (a) non-cancellable and non-refundable (except as otherwise provided in these Terms and Conditions); and (b) are exclusive of value added tax.

4.3  Time of payment is of the essence. If the Customer does not pay any undisputed fees by 11.59 pm on the relevant due date, then IATA may invoice for, and the Customer must pay, interest on the overdue amount at the rate of 8% above the base rate of the Bank of England that was in force on the date of the invoice for the undisputed fees, such interest to accrue on a daily basis and until full payment for the overdue amount has been made. The Customer must pay the interest together with the overdue amount.

4.4 If the Customer fails to make any payment by the relevant due date and IATA has provided written notice to the Customer to make such overdue payment, then, without prejudice to IATA's other rights and remedies, IATA may suspend the provision or supply of the Product, without any liability to the Customer, until such time as the overdue amount along with any associated interest on late payments has been settled in full.  

5. Confidentiality

5.1 Confidentiality Obligations.  Each party will: (a) not share the other party’s Confidential Information with third parties unless the Agreement allows it to be shared; (b) protect the other party’s Confidential Information in accordance with good industry practice; (c) only use the other party’s Confidential Information for the purposes (as set out in this Agreement) for which it was disclosed; and (d) ensure that, where Confidential Information is shared, anyone that receives the information is bound by confidentiality obligations that are equivalent to those in this Agreement. Confidential Information shall mean information related to a party that is marked as confidential or would otherwise be regarded as confidential by a reasonable business person. This includes information about the party’s customers, suppliers, pricing, market opportunities, operations, products, technology, plans, know-how, designs or trade secrets.

5.2 Sharing with Permitted Representatives. Each party may share Confidential Information with its internal personnel or professional advisers who need to know the information to exercise that party’s rights or perform its obligations in the Agreement.

5.3 Confidentiality Exceptions. The confidentiality obligations in this section do not apply to Confidential Information that: (a) was already known to the recipient before it was disclosed by (or with the permission of) the other party; or (b) becomes available to the recipient on a non-confidential basis via another third party; or (c) comes into the public domain in a way that does not breach any confidentiality obligations.

5.4 Disposing of Confidential Information. If requested by the other party, each party must promptly return, delete or destroy any Confidential Information it holds and confirm in writing that it has done so. This includes Confidential Information held by its permitted representatives but does not include information covered by section 5.5 (Keeping Confidential Information).

5.5 Keeping Confidential Information. Each party may keep Confidential Information that is: (a) securely stored in archives or computer back-up systems; (b) required in order to comply with a legal requirement; or (c) required as part of appropriate corporate governance record-keeping. Any Confidential Information that is retained for any reason will remain subject to the confidentiality obligations in this Agreement.

5.6 Duration of Confidentiality Obligations. The confidentiality obligations in this section will remain in force indefinitely.

6. Inspection

IATA may upon reasonable advance written notice of no less than 10 business days to the Customer and during business hours inspect the premises, systems and records of Customer to ensure the Products are accessed and used in accordance with the terms of this Agreement. Such inspection shall be at IATA’s sole cost and expense, save and except if such inspection demonstrates that the Customer is in breach of its obligations under this Agreement, in which case the reasonable costs of inspection shall be at Customer’s sole cost and expense.

7. Termination By IATA for breach

Notwithstanding any provision of this Agreement and without prejudice to any other rights, IATA may immediately terminate this Agreement upon written notice to Customer if Customer breaches and such breach is capable of being remedied is not so remedied within 5 business days of notification or otherwise fails to comply with any terms and conditions of this Agreement.

7.(A) Termination for cause by either party

This Agreement may also be terminated immediately by written notice given to the other party, in the following cases:

(i) if the other party makes a general assignment for the benefit of creditors or files a voluntary petition in bankruptcy or petitions for reorganization or arrangement under bankruptcy laws; or

if a petition in bankruptcy is filed against the other party, or if a receiver or trustee is appointed for all or any part of the property and assets of the other party; or

the other party suspends or ceases, or threatens to suspend or cease, or appears reasonably certain of imminently suspending or ceasing, the carrying on of all or a substantial part of its business.

8. Consequence of Termination of Agreement

Upon the termination of this Agreement for any reason, then Customer shall destroy all copies of the Products and all of its component parts and shall refrain from making any further use whatsoever of the Products. This requirement applies to all copies of the Products in whatever form, partial or complete, and whether or not modified or merged into other materials and whether or not merged with the data of Customer. Notwithstanding the foregoing, upon request of Customer, IATA will allow Customer to continue using the Products hereunder as stored internally in accordance with the provisions of this Agreement, for a maximum period of 18 months following the effective date of termination of this Agreement. For this purpose, this section 8 and the entire Agreement shall survive the termination of this Agreement until the expiry of this 18-month period.

9. Assignment

The Customer shall not assign or transfer or permit the assignment or transfer of this Agreement without the prior written consent of IATA.

10. Amendments

IATA reserves the right to amend these Terms and Conditions unilaterally in its absolute discretion, and Customer acknowledges IATA’s right to do so. Such amendments shall become effective 30 days after they are promulgated. If Customer objects to any material amendment, the Customer may terminate the Agreement by giving 60 days’ notice thereof to IATA. It is the Customer’s responsibility to periodically check the published Terms and Conditions to ensure they remain familiar with the Terms and Conditions.

11. Entire Agreement

This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions of the parties, whether oral or written. If any part of this Agreement shall be held unenforceable or invalid, such part shall be severed from this Agreement and such invalidity or unenforceability shall not in any way whatsoever affect the remaining parts of this Agreement, which shall continue in full force.

12. Waiver

The failure by IATA at any time to require performance by Customer of any of its obligations shall not affect IATA’s rights to require such performance at any time thereafter. A waiver by IATA of a breach or specific delay shall not be taken or held to be a waiver of any subsequent breach or delay.

13. Headings

The headings or captions of the articles, sections or subsections of this Agreement are for convenience and reference only.

14. Survival

 Any terms and conditions which by their nature extend beyond the term or expiry of this Agreement shall survive this includes, without limitation, the terms in the Product Appendix, the warranty, intellectual property and restriction arrangements in the IATA Store Conditions of Sale and the following sections of these Terms and Conditions: 4 (Fees), 5 (Confidentiality), and 6 (Inspection).

15. Notices

All formal notices must be sent in writing to the addresses in the Order Form. Formal notices for IATA must be copied to legalnotice@iata.org.

16. Force Majeure

IATA shall not be liable for delay or failure in its performance hereunder to the extent that such delay or failure is cause by Force Majeure, including without restriction, acts of God, natural disasters, fire, earthquakes, floods, explosions, pandemic, terrorism, armed conflicts and wars not yet officially declared, civil unrest, strikes or industrial disputes, vandalism, pillage, port congestion, theft, adverse weather conditions, rejections or delays in obtaining export or import licenses, embargoes, acts or any regulations of any governmental authority, communication line failure or failure and significant and disruptive fluctuation of power supply and any similar events affecting third party suppliers.

Product Terms Appendix

These Product specific terms apply to the IATA Baggage Identification Chart Product provided by IATA to the Customer under the Agreement. They are in addition to the IATA Store Conditions of Sale and the Terms and Conditions and form an integral part of the Agreement.

1. Product

The Product consists of:

(i)  Separate image files of the fifty-eight (58) photographic images of luggage types as published in the version of the IATA Baggage Identification Chart that is made available by IATA as of the date of this Agreement (the “Baggage ID Chart”);

(ii) One image file containing images of the twelve (12) color descriptive elements as published in the Baggage ID Chart; and

(iii) One image file containing images of the following descriptive elements as published in the Baggage ID Chart: (I) five (5) material elements; (II) two (2) basic elements; (III) five (5) external elements.

2. Specifications

The Product shall be made available to Customer electronically in TIFF picture format for the photographic images of luggage types, and Adobe Illustrator format for the descriptive elements as described in paragraph 1 above (“Specifications”). IATA reserves the right to change the Specifications at its sole discretion.

3. Permitted Purpose

The Customer may access and use the Product solely and strictly as is required to integrate and use the Product to operate and offer to end-users the Customer’s consumer-facing websites or mobile apps, or any similar system by which it may in the future be replaced, but not operated in parallel, with (either system, the “System”), and for no other use. Customer may permit passenger and other end-users of the System to view and interact with, but not reproduce or copy, the Product, through various electronic platforms through which the System may be accessed (including, but not limited to, laptop Internet browser, mobile telephone, tablet, etc.).  For clarity, the System is an electronic system by which passengers may directly submit lost or delayed baggage requests to the Customer, and by which said users can track and manage such requests. Customer is permitted to extract and utilize any part of the Product in accordance with the terms of the Agreement.  For clarity, the Customer may separate the image of each descriptive element P in the relevant image file for use as a separate image in accordance with the terms of the Agreement. Customer may not use the Product to recreate the Baggage ID Chart or any similar document. 

4. Disclaimer of Warranty

The Customer expressly acknowledges and agrees that the use of the Product is at Customer's sole risk. The Product is provided "AS IS" and without warranty of any kind. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS IATA EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IATA DOES NOT WARRANT THAT THE INFORMATION CONTAINED IN THE PRODUCT WILL MEET ANY OF THE COMPANY’S REQUIREMENTS.

5. Modification by IATA

IATA reserves the right to change or update the Product (or any part(s) thereof), or include additional photographic images of luggage types in subsequent editions of the IATA Baggage Identification Chart. Such modified, updated or additional materials and/or versions (“Modified Materials”) shall not be covered by the Agreement and Customer shall have no rights to the Modified Materials, unless purchased separately from IATA.