Due to the unprecedented crisis affecting the aviation industry as a result of the COVID-19 pandemic, the standard ACMG participation fee of $2,500 is waived for 2020 and all airlines may join FREE OF CHARGE for one year.
These Terms set forth the terms and conditions for the collection and use of operational cost data (Company Data), provided by airlines (Airline(s)) participating in the International Air Transport Association’s (IATA) Airline Cost Management Group (ACMG) via the ACMG data toolset (Toolset), for preparing de-identified and/or aggregated airline operational cost data (ACMG Data) made available to the Airlines via the IATA ACMG BI Tool (BI Tool).
1.1 Access to, and use of, the BI Tool and ACMG Data requires membership in the ACMG and payment of the annual ACMG participation fee, as determined by IATA. The annual fee shall be paid via the IATA Clearing House, or where not possible, by wire transfer or credit card, within thirty (30) days following receipt by IATA of the Airline’s completed Toolset for the corresponding annual data collection. Failure to pay the required fee within said deadline will result in termination of ACMG membership and benefits, including access to the BI Tool and ACMG Data. IATA reserves the right to increase the fee by providing written notice to the Airline thirty (30) days prior to the launch of the following annual data collection.
1.2 IATA may immediately terminate the license and rights granted hereunder if the Airline breaches or otherwise fails to comply with these Terms by providing written notice thereof to the Airline.
2.1 The Airline grants to IATA a non-exclusive, perpetual, royalty-free right to use the Company Data it provides via the Toolset for producing, developing, creating, drafting, delivering or enhancing (i) ACMG Data as published via the BI Tool and other ACMG reports; and (ii) IATA products, services, reports, publications or other materials (collectively IATA Materials), subject to the limitations set out in Section 2.2 below.
2.2 IATA agrees to preserve and maintain the confidentiality of the Company Data. For clarity: (i) participating Airlines shall not have access to the Company Data of other participating Airlines via the BI Tool or other ACMG reports; and (ii) Company Data shall not be reproduced, published or disclosed by IATA in any IATA Materials without the prior written consent of the Airline(s) in question.
2.3 All right, title and interest in and to the BI Tool and ACMG Data are the sole property of IATA. IATA grants to the Airline a non-exclusive, non-transferable, non-assignable, royalty-free right to access and use the BI Tool and the ACMG Data solely for its internal activities, subject to the confidentiality restrictions set out in Section 2.4 below, for as long as the Airline maintains its ACMG membership. For clarity, an Airline may continue to use any ACMG Data that was in its possession prior to termination or cancellation of its membership.
2.4 The Airline shall not make the BI Tool available or disclose any ACMG Data, in whole or in part, to any third party, without IATA’s prior written consent. Such obligation shall continue and survive termination or expiration (for any reason) of the Airline’s ACMG membership and/or these Terms. Nothing in the foregoing shall be interpreted as restricting or prohibiting the Airline from disclosing its own Company Data to a third party.
3.1 THE BI TOOL AND ACMG DATA ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. IATA DOES NOT REPRESENT OR WARRANT THAT THE AIRLINE’S USE OF THE BI TOOL OR ACMG DATA WILL MEET ITS REQUIREMENTS OR THAT THE INFORMATION CONTAINED THEREIN IS COMPLETE OR FREE FROM ERRORS, AND DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO ANY PERSON(S), INCLUDING WITHOUT LIMITATION, THE AIRLINE, FOR ANY LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE BI TOOL OR ACMG DATA, OR DELAY IN THE PROVISION THEREOF, WHETHER SUCH ERRORS, OMISSIONS OR DELAYS RESULT FROM NEGLIGENCE, ACCIDENT OR ANY OTHER CAUSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IATA DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF QUALITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITION, QUALITY, TITLE OR NON-INFRINGEMENT.
3.2 IATA shall not be held responsible or liable for any loss or damage which may arise from use of the BI Tool or ACMG Data, or from any errors, omissions, misprints or misinterpretations therein. To the maximum extent permitted by applicable law, in no event shall IATA be liable for any consequential, incidental, indirect, special, exemplary or punitive damages whatsoever, or any damages for loss of business profits, business interruption or loss of business information, arising from any use or inability to use the BI Tool or ACMG Data by the Airline, or any breach of these Terms, whether such damages arise from contract, warranty, tort (including negligence), strict liability or otherwise, even if IATA has been advised of the possibility of such damages. In all events, IATA’s sole obligation or liability under these Terms to the Airline shall not exceed the previous annual ACMG membership fee paid by the Airline.
4.1 Discontinuation. IATA may at any time, permanently or temporarily, discontinue, interrupt, reformat or otherwise cease offering the BI Tool or ACMG Data, or modify the manner in which same are offered.
4.2 Waiver. The failure by IATA at any time to require performance by the Airline 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.
4.3 Survival. Any terms and conditions of these Terms, which by their nature extend beyond the term or expiration of these Terms (including Section 2.4), shall survive the termination or expiration thereof.
4.4 Severability. If any provision of these Terms shall be held invalid, illegal or unenforceable, only such provision shall be ineffective or amended only to the extent required to make same comply with applicable law or legislation, and the validity of the remaining portions or provisions of these Terms shall not be affected thereby.
4.5 Amendment. IATA may add, remove, amend or make other changes to these Terms from time to time. When such changes are made, IATA will make the revised version of these Terms available on the BI Tool and the Airline will be notified thereof and asked to accept the revised Terms.
4.6 Entire Agreement. These Terms contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written.
4.7 Force Majeure. The performance of these Terms is subject to force majeure and circumstances beyond IATA’s reasonable control including, but not limited to, acts of God, war, government regulations, disaster, disease, epidemics, quarantine restrictions, terrorist actions, strikes, civil disorders, curtailment of transportation facilities or other emergencies, making it impractical, inadvisable, illegal or impossible for IATA to perform its obligations under these Terms.
4.8 Governing Law and Dispute Resolution. These Terms and any claim or dispute arising thereunder or in relation thereto shall be construed in accordance with, and governed by the laws of, the Province of Quebec (Canada) and the applicable laws of Canada, notwithstanding any conflict of law provisions. Any dispute arising out of, or in connection with, these Terms shall be referred to and finally resolved by arbitration administered by the Rules of Arbitration of the International Chamber of Commerce for the time being in force. The seat of arbitration shall be Montreal.