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American Airlines / Sabre - Travel Services Distribution Agreement
SABRE PARTICIPATING CARRIER DISTRIBUTION
SERVICES AGREEMENT
This Agreement is made as of the date set forth below between SABRE ASSOC
IATES, INC., a Delaware corporation having a principal place of business at 4200 American Boulevard, Fort Worth, Texas 76155 ("SABRE Associates") and the air carrier identified on the signature page of this Agreement ("Participating Carrier").
A. SABRE Associates provides, through the SABRE Travel Information
Network ("STIN"), a division of SABRE Associates' affiliate American
Airlines, Inc. ("American"), a computerized reservations service with
related data processing activities.
B. Participating Carrier operates air transportation services.
C. The parties desire to enter into an agreement concerning the booking
of reservations, the sale of the Participating Carrier's air services
through SABRE, and the provision of related optional services.
NOW THEREFORE, in consideration of the mutual covenants set forth
below, the parties agree as follows:
ARTICLE I
RESPONSIBILITIES OF SABRE ASSOCIATES
1.1 SABRE Associates shall maintain and operate SABRE and provide the
services identified in this Agreement. Such services, where
applicable, shall be provided in accordance with the Display
1.2 SABRE Associates shall maintain and operate SABRE in accordance with
applicable GDS Rules.
1.3 SABRE Associates shall process all Bookings created by SABRE
Subscribers, exercise its best efforts in the processing of
transactions on behalf of the Participating Carrier and shall handle
information relating to Participating Carrier with the same care as
information relating to American.
1.4 In any display required by applicable GDS Rules, SABRE will display
Participating Carrier's direct and Connecting Services according to
the same criteria as that applied to the services of American or any
other Participating Carrier. It is expressly agreed, however, that
SABRE Associates may, without waiver of any other right or remedy, and
at its option, suspend its obligations under this Article 1.4 during
any period of time in which a Sponsored GDS fails to provide
non-discriminatory loading, display, and distribution of the direct
and Connecting Services of (i) American, or any air carrier which
obtains an ownership interest in SABRE or (ii) any SABRE Licensee or
any airline which has an ownership interest in any SABRE Licensee.
1.5 SABRE Associates agrees, with respect to its performance under this
Agreement, to ensure that SABRE fully complies with the interline
reservations policies, procedures and message formats set forth in
"Standard Interline Passenger Procedures" (SIPP) and "ATC/IATA
Reservations Interline Message Procedures" (AIRIMP) or amendments
thereto. SABRE Associates will review rejected messages and
investigate the development of new solutions where justified by volume.
1.6 Subject to SABRE software, programming and capacity constraints, and
the Display Parameters, SABRE Associates will include, at
Participating Carrier's request, a maximum of ten (10) Connect Points
in each SABRE City Pair Record in which the Participating Carrier
offers service.
1.7 SABRE Associates shall maintain a help desk facility for the purpose
of answering Participating Carrier's questions regarding the operation
of the SABRE system, and data within the SABRE system.
1.8 SABRE Associates shall provide reasonable billing documentation to
Participating Carrier to substantiate billings under this Agreement,
including, but not limited to, a Booking information summary of
Bookings by SABRE Subscriber location for Participating Carrier's
flights. For purposes hereof, all EAASY SABRE Subscribers shall be
deemed to be a single location. In addition, SABRE Associates shall
provide a country-by-country summary of all Bookings made by
Professional SABRE Subscribers.
1.9 Upon receipt of documented evidence from Participating Carrier of a
history of instances of speculative Bookings or other related abusive
practices by a SABRE Subscriber involving the sale of Participating
Carrier's air transportation services, SABRE Associates shall, if
warranted after reasonable investigation, assist Participating Carrier
by initiating appropriate, timely and reasonable remedial measures
against such SABRE Subscriber.
ARTICLE II
RESPONSIBILITIES OF PARTICIPATING CARRIER
2.1 Participating Carrier, at its own cost, shall coordinate its
reservations services with SABRE to provide as advantageous and
uniform reservations services to all SABRE Subscribers as it provides
through any other GDS. In addition, any improvements, enhancements,
or additional functions to Participating Carrier's reservations
services offered to end users of any GDS will be offered by
Participating Carrier to SABRE Subscribers on the same terms and
conditions as are agreed to with such GDS. Such services shall
include, but are not limited to, ticketing capability, passenger
information, interim schedule change data, fare data, fare quotations,
and procedural information. Seat availability on each flight will be
on a segment or first closing basis, and shall be in accordance with
the provisions of Article III of this Agreement.
2.2 Participating Carrier may use the name "SABRE" in any promotional
material, subject to SABRE Associates' prior written approval,
provided that SABRE Associates' or its affiliates, service mark in the
name is fully protected. SABRE Associates' approval shall not be
unreasonably withheld.
2.3 Participating Carrier may use the name "FANTASIA" in any promotional
material aimed at FANTASIA Subscribers, subject to APD's prior written
approval, provided that APD's service mark in the name is fully
protected. APD's approval shall not be unreasonably withheld.
2.4 Participating Carrier will provide SABRE Associates, as rapidly as
possible, with all revisions to its information concerning services
provided to passengers, including interim schedule change data, fare
data and fare quotations, and such other material that may be included
in SABRE. Participating Carrier will not close its flights to SABRE
Subscribers on a less favorable basis than it uses to close flights to
users of any GDS. Participating Carrier will transmit revisions
immediately by AVS messages. Participating Carrier shall not withhold
from SABRE Subscribers in any country any fare inventory class made
available by Participating Carrier to users of any other GDS in that
2.5 If Participating Carrier elects to submit Connect Point information to
SABRE Associates, it shall be via magnetic tape and shall conform to
the specifications contained in the custom routing file city pair
information record/tape as defined in the Display Parameters.
2.6 Participating Carrier will establish a special reject queue in its
teletype reject system in which reservations made through SABRE, but
not automatically processed by Participating Carrier's system, will be
handled on a priority basis. Participating Carrier will not treat
SABRE reject messages with any less speed and priority than that given
reject messages from other systems, including, without limitation,
Sponsored GDSs and Third Party Systems.
2.7 Participating Carrier will accept for transportation any passenger
carrying a ticket, which bears an "OK" status and has been issued
through SABRE, even though no record of this reservation may exist in
its own reservations system.
2.8 Participating Carrier will not send unable to sell or confirm (US/UC)
messages on any record residing in Participating Carrier's system for
more than twelve (12) hours.
2.9 Participating Carrier agrees, with respect to performance under this
Agreement, to ensure that its reservations system fully complies with
the interline reservations policies, procedures and message formats
set forth in "Standard Interline Passenger Procedures" (SIPP) and
"ATC/IATA Reservations Interline Message Procedures" (AIRIMP) or
amendments thereto. Participating Carrier will review rejected
messages and investigate the development of new solutions where
justified by volume.
2.10 If Participating Carrier elects to provide pricing assistance on such
routes as it may designate, it will provide such assistance to all
SABRE Subscribers.
2.11 Should Participating Carrier desire SABRE Access, it shall execute the
standard SABRE Access Agreement.
2.12 Unless notified otherwise on thirty (30) days written notice,
Participating Carrier will use ARINC/SITA address, HDQRIAA, in
addressing all AVS messages to SABRE.
2.13 Except as otherwise agreed, Participating Carrier will accept sales
made by SABRE Subscribers up to a maximum of four (4) or seven (7)
seats per transaction (based upon Participating Carrier's previous
designation) until receipt by SABRE of an AVS message closing
flight/class/segment/ date of Participating Carrier.
2.14 For transportation documents (whether used, voided or subsequently
refunded) where Participating Carrier is the validating carrier,
Participating Carrier agrees that SABRE Associates or its affiliates
may act as its agent for purpose of obtaining credit card
authorizations. SABRE Associates shall exercise its best efforts to
obtain such authorizations in accordance with the procedures specified
by Participating Carrier and the credit card issuer (or its agents).
Participating Carrier shall supply SABRE Associates with all data that
SABRE Associates reasonably requires to perform this service,
including, but not limited to, the identity of the cards that it
accepts and the respective floor limits.
2.15 At such time as offered by SABRE, transportation documents validated
on Participating Carrier which are magnetically encoded shall be
subject to an Optional Service fee. If magnetic encoding of
transportation documents is desired by Participating Carrier, it shall
execute an Optional Service Addendum to this Agreement.
2.16 SABRE Associates shall use reasonable efforts to obtain the fares and
fare rules which apply to Participating Carrier's flights from
industry fare suppliers. If SABRE Associates is unable to obtain such
information after reasonable effort, Participating Carrier shall
promptly supply, upon SABRE Associates' request, the information to
SABRE Associates for loading in SABRE. Participating Carrier agrees to
give SABRE thirty (30) days advance written notice of any changes to
their fare vendor. The information shall be provided on magnetic tape
or other medium mutually agreed upon by the parties. Any changes or
revisions to such fares or fare rules shall thereafter be regularly
submitted on a timely basis to SABRE Associates by Participating
Carrier by way of the same medium. Notwithstanding the foregoing,
Participating Carrier shall submit such fare information on at least
as timely and regular basis as is used for any other GDS. For fares
and rules not submitted to SABRE through an industry fare supplier,
Participating Carrier agrees that it will not issue a debit memo to a
SABRE Subscriber for any SABRE autopriced ticket wherein the debit
memo is a result of a fare change about which Participating Carrier
failed to notify SABRE Associates at least ten (10) days prior to the
effective date of that fare change.
2.17 Participating Carrier hereby grants ticketing authority through SABRE
for its transportation services to all Professional SABRE Subscribers
worldwide who hold plating approval, or who are authorized through
whatever means to issue transportation documents (whether manually or
automatically through any GDS) on its behalf. Participating Carrier
authorizes Professional SABRE Subscribers to automatically plate
tickets on its behalf in each territory where, at any time during the
term of this Agreement, Participating Carrier is or becomes a member
of any neutral ticketing scheme in which SABRE is a System Provider.
Participating Carrier expressly agrees to promptly execute all
agreements or other authorizations which SABRE Associates, at its sole
discretion, shall deem necessary to implement such authority for
2.18 Participating Carrier agrees that it will not discriminate in any
manner, whatsoever, against any SABRE Subscriber on account of that
Subscriber's selection, possession, or use of SABRE.
ARTICLE III
BASIC LEVEL OF PARTICIPATION
3.1 The following two (2) levels are available to Participating Carrier
for Basic SABRE Participation. For each level described below, SABRE
shall construct and display Participating Carrier's Connecting
Services in accordance with the Display Parameters, as well as display
the Participating Carrier's schedules and fares on a
non-discriminatory basis, subject to Article 1.4:
Please select the desired level of participation and place a check mark next to the appropriate selection.
A. Basic Booking Request
----------- ---------------------
Participating Carrier will exchange reservations messages
with SABRE via teletype as set forth in Article 2.9. The
Basic Booking Request level of participation is inclusive of
only the functionality listed in Attachment 4. Participating
Carrier shall not offer, implement or participate in
processes or functionality for use by SABRE Subscribers in
connection with SABRE that will add to or expand the features
listed in Attachment 4. Participating Carrier shall pay SABRE
Associates the following fees per Booking based on the
country of origin for the booking message:
- United States, Canada and Mexico - USD 1.60
including Puerto Rico and
U.S. Virgin Islands)
- Europe (see Attachment 3) ECU 1.55
- All Other Countries USD 1.95
SABRE Associates will store availability status for
Participating Carrier in accordance with either SIPP
Resolutions 105.195/105.200; or IATA Resolution 766.(23),
IATA Recommended Practice 1771 and AIRIMP 4.
Option 1. Segment availability status changes to be
------- sent for all flights.
Option 2. No segment availability status changes to
------- be sent by Participating Carrier. All booking
requests will be sent as "NN" status code.
B. Full Availability
----------- -----------------
Participating Carrier will provide availability for display
in SABRE. Participating Carrier shall pay SABRE Associates
the following fees per Booking based on the country of origin
for the booking message:
- United States, Canada and Mexico USD 2.58
including Puerto Rico and
U.S. Virgin Islands)
- Europe ( see Attachment 3) ECU 2.52
- All Other Countries USD 2.93
SABRE Associates will store availability status for
Participating Carrier in accordance with either SIPP
Resolutions 105.195/105.200: or IATA Resolution 766.(23),
IATA Recommended Practice 1771 and AIRIMP 4.
If Full Availability is selected, please place a check mark
next to the availability exchange option preferred:
Option 1. All segment availability status changes on
------- all flights. (If choosing Option 1, also check here
______ if "L" type AVS codes, which require expanded
storage records, will be sent.)
Option 2. First closing message on all flights.
-------
Article 3.1.1 (Cancellation Fee)
If Participating Carrier has selected option B (Full
Availability) then, for each Cancellation of a Booking made
prior to the date of departure by a SABRE Subscriber,
Participating Carrier shall pay SABRE Associates a fee for
each such Booking so canceled ("Cancellation Fee") as stated
below:
North America (United States including
Puerto Rico and U.S. Virgin Islands,
Canada and Mexico) $0.12
Rest of World (all countries outside
North America and Europe as Europe
is defined in Attachment 3) $0.14
SABRE Associates shall have the right to assess a Cancellation
Fee not exceeding 0.13 ECU per Cancellation for Cancellations
made by SABRE Subscribers located in Europe upon thirty (30)
days written notice to Participating Carrier.
ATTACHMENT 4
BASIC BOOKING REQUEST
Integrated with other carriers
SCHEDULES No Interline Connections displayed
Schedules for next 180 days
One update per month(1)
Integrated with other carriers
No Interline Connections displayed
AVAILABILITY Inventory not displayed
Up to 6 Inventory Categories in One cabin(1)
Availability for next 180 days
BOOKING Automated
Integrated with other carriers
FARES Fares for next 180 days
One update per day (15 "second" updates per year)(1)
TICKETING Online ticketing only
Automated ticketing in home country only
No interline PNRs
No ticket numbers transmission
No restrictions on name changes within PNRs
SERVICES No FQTV, SSRs(2), OSIs(1)
No Pre-Reserved seats, Boarding Pass
No Seat Maps(1)
No meals and only one aircraft type
No Queue Access "Look Only"
No Extended PNR Data
(1) Enhanced service available subject to the payment of the prevailing
(2) Operationally required SSRs, such as "Wheel-chair required," supported
at no additional charge
ATTACHMENT 5
FULL AVAILABILITY
Integrated with other carriers
SCHEDULES Interline Connections
Up to 331 days are displayed
Unlimited Schedule updates
Integrated with other carriers
Interline Connections
AVAILABILITY Inventory is displayed
Up to 14 Inventory Categories
Multiple cabins allowed
331 days are displayed
BOOKING Automated
Integrated with other carriers
FARES Unlimited Fare Updates
Future Fares for 331 days
Bargainfinder Plus
TICKETING Online/Interline ticketing
Automated ticketing (global)
Interline PNRs
Can send ticket numbers
FQTV/SSRs/OSIs
SERVICES Pre-Reserved seats/Boarding Pass
Seat Maps
Meals and Multi Aircraft Types Displayed
May upgrade to Total Access
Queue Access
Name Change Restriction capability in PNR
3.2 Schedule Supplier Selection:
Please check which supplier of schedule information listed below shall be considered the primary source of Participating Carrier's schedule information:
ABC APD NONE
----------- ----------- ----------
NOTE 1: There will be a $500 administrative/processing fee for each subsequent
change by Participating Carrier of its primary Schedule Supplier.
3.3 At any time after the effective date hereof, SABRE Associates may
modify, on a country-by-country basis or on a worldwide basis, the
amount payable under Article 3.1 by a percentage not to exceed twelve
percent (12%) in any consecutive twelve (12) month period. SABRE
Associates shall give Participating Carrier thirty (30) days prior
written notice of any increase in the amount payable under Article
3.1. Notwithstanding the foregoing, SABRE Associates may modify, on a
country-by-country basis (excluding the United States and Canada) the
amount payable under Article 3.1 by a percentage which exceeds twelve
percent (12%) in any consecutive twelve (12) month period for
Bookings made by SABRE Subscribers located outside the United States
and Canada, so long as the fee for each such Booking does not exceed
the greater of (i) the fee charged to American for Bookings made in
the particular country by subscribers to a Sponsored GDS; or (ii) the
fee per Booking charged to Participating Carrier by any other GDS in
which Participating Carrier participates in that country. If
Participating Carrier does not agree to pay such revised fee, it may
terminate this Agreement by giving written notice to SABRE Associates
at least five (5) days prior to the effective date of the price
ARTICLE IV
OPTIONAL SERVICES
Participating Carrier m
ay elect at any time to participate in any Optional Service(s) offered by SABRE Associates. Unless otherwise specified in an Addendum hereto, all terms and conditions of this Agreement will apply to the Optional Services selected by Participating Carrier
.
Fees for Optional Services are subject to change upon thirty (30) days prior written notice from SABRE Associates. If Participating Carrier does not agree to pay any such revised fee, it may terminate the Optional Services Addendum by giving written noti
ce to SABRE Associates at least five (5) days prior to the effective date of the price change. SABRE Associates reserves the right to change Optional Service offerings from time to time.
ARTICLE V
EXTRA SERVICES
5.1 The fees identified in Article III represent the fees charged to
Participating Carrier for the services identified therein.
Participating Carrier understands and agrees that SABRE Associates
reserves the right to charge Participating Carrier for services which
it currently receives free of charge, including, but not limited to:
credit card authorizations for transportation documents where
Participating Carrier is the validating carrier; soliciting
Participating Carrier's direct ticketing outlets (city ticket offices,
airport ticket offices) as ticketing options for EAASY SABRE Bookings
involving Participating Carrier; and generation of transportation
documents. The
services which Participating Carrier receives free of charge shall be
referred to as "Extra Services." In the event that SABRE Associates
decides, from time to time, to assess a fee for certain Extra
Services, SABRE Associates shall give at least one hundred twenty
(120) days prior written notice to Participating Carrier of its
decision to charge for such services. If Participating Carrier does
not agree to pay for Extra Services, it shall notify SABRE Associates
of its decision at any time before expiration of the notice period and
SABRE Associates shall have no obligation to provide the Extra
Services to Participating Carrier beyond that date.
5.2 The initial fees charged for Extra Services shall not, when combined
with the increase, if any, in the Charges referred to in Article 3.1,
exceed twelve percent (12%) (during any 12 month period) of the then
current Booking fee.
5.3 Any increase in the initial fees charged under 5.2, if any, for Extra
Services shall not (during any 12 month period) exceed in the
aggregate twelve percent (12%) of the then current fees for Extra
ARTICLE VI
This Agreement shall commence on the date signed by a duly authorized agent of SABRE Associates and shall continue in effect thereafter until terminated by either party upon thirty (30) days
prior written notice to the other party, which notice may be given at any time.
ARTICLE VII
7.1 SABRE Associates hereby gives notice that it shall, as of the date of
this Agreement, irrevocably and unconditionally assign, transfer, sell
and set over to American all of SABRE Associates' right, title and
interest in and to all charges and amounts due from Participating
Carrier under this Agreement.
7.2 American shall submit an invoice to Participating Carrier by the
fifteenth day of each month, covering all charges incurred during the
previous month. Each invoice, except as otherwise provided herein,
shall be settled through the applicable ACH or IATA Clearing House.
All payments shall be made in U.S. Dollars. Concurrently herewith, the
parties will execute the attached Memorandum of Agreement relative to
such settlement (attached hereto as Attachments 1 and 2 respectively.)
If Participating Carrier is a member of ACH, it must complete
Attachment 1. Otherwise, and if it is a member of the IATA Clearing
House, Participating Carrier must complete Attachment 2. Participating
Carrier reserves the right to reject after invoicing any amount in
dispute which arises out of, or is connected with, a mathematical or
other substantive error in such invoice. Any rejection must be made
within six (6) months of the date of the invoice. Participating
Carrier agrees to explain in writing the circumstances surrounding the
disputed billing and the reasons behind the rejection of the invoice
by sending a teletype message to HDQLDAA. Such rejection will be
processed through the ACH or IATA Clearing House in accordance with
the Manual of Procedure. Unless otherwise negotiated by both parties,
final settlement of disputed amounts will be resolved by prompt
negotiations between SABRE Associates and Participating Carrier, and
resulting payments, if any, will be made outside the Clearing House
within ten (10) days following receipt of a supplemental invoice.
7.3 If American learns that Participating Carrier is not generally paving
its bills to its creditors as they become due, or has taken steps
leading to the cessation of its operation as an ongoing business, or
if American acquires other reliable information which causes American
to have reasonable grounds for insecurity concerning the prospect of
payment by Participating Carrier of amounts covered by this Agreement,
American may on ten (10) days written notice to Participating Carrier
require Participating Carrier, as a condition for the extension of any
further Credit hereunder, to provide American with a cash deposit, or
with an irrevocable letter of credit or bond issued by a financial
institution or surety acceptable to American, in an amount equivalent
to two months' expected billings.
7.4 Participating Carrier agrees to pay all fees for Bookings and
Cancellations made by SABRE Subscribers for its Codesharing Flights.
Participating Carrier agrees to cause its Codesharing Carriers to
execute the Codesharing Agreement attached hereto.
ARTICLE VII.A (ACCEPTANCE OF FARES)
Participating Carrier shall acc
ept a ticket for transportation at the fare shown on that ticket provided that the ticket was automatically issued by a SABRE Subscriber at a fare consistent with the data in SABRE at the time of its automatic issuance, so long as the Booking related to t
h
at ticket has not been altered after the date of automatic issuance in any material respect affecting the fare due; provided, however, that the Participating Carrier shall be relieved of this obligation in cases of documented fraud or other knowing miscon
d
uct by the SABRE Subscriber issuing such ticket. Participating Carrier acknowledges that SABRE Associates, and any Affiliate thereof, and SABRE Subscribers shall have no liability to Participating Carrier (and Participating Carrier hereby waives any righ
t
s and remedies against SABRE Associates, such Affiliates thereof, and SABRE Subscribers) for any inaccuracies in the fares data showing on such ticket, except that Participating Carrier shall be entitled to pursue any rights or remedies it may have agains
t any SABRE Subscriber which has engaged in documented fraud or other knowing mis...
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