Avenir Global Terms of Service

1. Parties and Contract Structure

1.1 These Terms of Service (Terms) apply to each Order Form entered into between the customer identified in the relevant Order Form (Customer) and the Direct Travel group entity identified in that Order Form as the contracting supplier (Direct Travel Contracting Entity).

1.2 Each Order Form, together with these Terms and any schedules, riders or addenda expressly incorporated by reference, forms a separate agreement (Agreement).

1.3 The Direct Travel Contracting Entity may perform the Services through its Affiliates, subcontractors, global service centres and third-party technology providers. Unless the Order Form expressly states otherwise, only the Direct Travel Contracting Entity is a party to the Agreement, and the Direct Travel Contracting Entity remains responsible for the performance of the Services notwithstanding any such subcontracting or use of Affiliates.

1.4 The Order Form shall identify the applicable contracting entity, service scope, Fees, term, currency, invoicing arrangements and any applicable Local Law Rider.

1.5 If there is any inconsistency between the documents forming the Agreement, the following order of precedence applies, unless the Order Form expressly states otherwise: (a) the relevant Order Form; (b) any applicable Local Law Rider; (c) these Terms; and (d) any schedules or policies expressly incorporated by reference.

2. Definitions

“Affiliate” means in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with, that party.

“Avenir Platform” means the Direct Travel-operated booking, workflow, servicing, data, reporting and travel management environment, including any third-party technology components, integrations or modules identified in the Order Form, service documentation or implementation materials.

“Customer Data” means data submitted to, made available through, or otherwise processed through the Services on behalf of Customer, excluding de-identified, pseudonymised and aggregated usage and service data.

“Data Protection Laws” means applicable privacy and data protection laws, regulations and binding regulatory guidance relevant to the processing of Personal Data under the Agreement.

“Fees” means the fees, charges and pass-through amounts specified in the Order Form or otherwise payable under the Agreement.

“Local Law Rider” means the jurisdiction-specific rider identified in the Order Form, setting out mandatory local law modifications, governing law, jurisdiction and any local regulatory wording applicable to the relevant Order Form.

“Order Form” means the commercial ordering document executed by the parties describing the Services, Fees, term, applicable contracting entity and related commercial details.

“Personal Data” means personal data, personal information or any equivalent term as defined by applicable Data Protection Laws.

“Services” means the Avenir Platform, together with any travel management, implementation, configuration, reporting, support and other services expressly described in the Order Form.

“Spotnana Terms” means the online terms, acceptable use terms, privacy notices and other end-user terms made available by Spotnana and identified in the Order Form, implementation materials, service

documentation or the Avenir Platform from time to time, to the extent applicable to any Spotnana-Powered Components.

“Spotnana-Powered Components” means any part of the Avenir Platform or Services provided by, through or with the technology, platform, APIs, tools, content, workflows or infrastructure of Spotnana or its Affiliates.

“Travel Service Provider” means any airline, hotel, rail operator, ground transport provider, consolidator, global distribution system, online booking tool provider or other third-party supplier of travel-related products or services.

3. Scope of Services

3.1 Direct Travel shall provide the Services described in the Order Form with reasonable skill and care and in material conformity with the Agreement.

3.2 Unless expressly stated otherwise in the Order Form, the Services comprise business travel management and technology-enabled booking and servicing services only. They do not constitute a package, linked travel arrangement or other regulated travel product except to the extent required by mandatory applicable law.

3.3 Any service levels, support commitments, response times, implementation milestones or service credits apply only to the extent expressly set out in the Order Form or an incorporated service schedule.

4. Third-Party Technology and Spotnana Flow-Through

4.1 The Customer acknowledges that the Services may include third-party technology components, integrations, modules, content and infrastructure, including Spotnana-Powered Components, made available by Direct Travel as part of the Avenir Platform. Direct Travel remains the contracting supplier under the Agreement unless expressly stated otherwise in the Order Form.

4.2 To the extent that the Customer or any of its users accesses or uses any Spotnana-Powered Components, such access and use is also subject to the applicable Spotnana Terms. The Customer agrees to, and shall ensure that its users and travellers agree to or comply with, the Spotnana Terms to the extent applicable to the relevant Spotnana-Powered Components.

4.3 The Customer shall not, and shall ensure that its users and travellers do not, access or use any Spotnana-Powered Components in any manner that exceeds, conflicts with or is inconsistent with the Agreement or the applicable Spotnana Terms.

4.4 As between the parties, and as between Direct Travel and its relevant third-party technology providers, all right, title and interest in and to the Spotnana-Powered Components, and all related software, technology, interfaces, documentation, workflows, data structures, trademarks, service marks, know-how, improvements and derivative works, remain vested in Spotnana and/or its licensors. Except for the limited right to access and use the Spotnana-Powered Components as part of the Services for the Customer’s internal business purposes during the term of the Agreement, no rights are granted to the Customer by implication, estoppel or otherwise.

4.5 Without limiting any other restrictions in the Agreement, the Customer shall not, and shall ensure that its users and travellers do not:

(a) reverse engineer, decompile, disassemble or otherwise attempt to derive source code from any Spotnana-Powered Components;

(b) copy, modify, create derivative works from, frame, mirror, republish, scrape, extract, resell, sublicense, distribute or commercially exploit any Spotnana-Powered Components except as expressly permitted under the Agreement;

(c) access or use any Spotnana-Powered Components to build, benchmark for publication, train or improve any competing service or platform;

(d) remove, obscure or alter any proprietary notices, legends or branding relating to any Spotnana-Powered Components; or

(e) use any Spotnana-Powered Components in breach of applicable law, applicable sanctions, the Agreement or the applicable Spotnana Terms.

4.6 The Customer acknowledges and authorises Direct Travel, its Affiliates, subcontractors and relevant third-party technology providers, including Spotnana, to access, receive, host, use, disclose, transfer and otherwise process Customer Data and related Personal Data to the extent reasonably necessary to provide, configure, support, secure, maintain, improve and administer the Services and any Spotnana-Powered Components, in each case subject to the Agreement, the applicable privacy documentation and applicable Data Protection Laws.

4.7 The Customer is responsible for providing all notices and obtaining all consents, lawful bases and other permissions required under applicable law for the use of the Spotnana-Powered Components and the related processing of Customer Data and Personal Data by Direct Travel and its relevant technology providers, including Spotnana, as contemplated by the Agreement.

4.8 Direct Travel makes no representation, warranty or undertaking in relation to any Spotnana-Powered Components beyond those expressly set out in the Agreement. Nothing in the Agreement grants the Customer any rights or remedies against Spotnana or any other third-party technology provider, except to the extent such rights arise under mandatory law or under applicable third-party terms expressly accepted by the Customer.

5. Agency and Travel Supplier Position

5.1 In arranging travel products or services, Direct Travel acts as a commercial agent, intermediary or booking facilitator for the relevant Travel Service Provider, as applicable under local law.

5.2 Unless expressly stated otherwise in the Order Form, the underlying contract for transport, accommodation or other travel services is between the Customer and/or the relevant traveller and the applicable Travel Service Provider. Direct Travel is not the provider of the underlying travel product or service.

5.3 All travel products and services are subject to the applicable Travel Service Provider terms, fare rules, conditions of carriage, cancellation policies and other operational rules.

6. Customer Responsibilities

6.1 The Customer shall provide timely, complete and accurate information reasonably required for the provision of the Services.

6.2 The Customer shall cooperate reasonably with Direct Travel in connection with implementation, onboarding, support and service delivery.

6.3 The Customer shall ensure that its users and travellers comply with the Agreement and applicable law.

6.4 The Customer shall obtain all necessary internal approvals, notices, consents, lawful bases and permissions required for use of the Services and the processing of Personal Data as contemplated by the Agreement.

6.5 The Customer remains responsible for all acts and omissions of its users, administrators and travellers in connection with the Services.

7. Fees, Taxes and Payment

7.1 Fees, pricing assumptions, implementation charges, transaction fees, payment terms and any annual adjustment mechanism shall be set out in the Order Form.

7.2 Unless expressly stated otherwise in the Order Form, all Fees are exclusive of VAT, GST, sales, use, withholding and similar taxes, duties and governmental charges, which shall be borne by the Customer except for taxes imposed on Direct Travel’s net income.

7.3 The Customer shall reimburse Direct Travel for merchant, card, payment processing or pass-through supplier charges only to the extent expressly stated in the Order Form or any applicable fee schedule.

7.4 Direct Travel may suspend affected Services for non-payment of undisputed amounts following reasonable written notice and a reasonable opportunity to cure.

7.5 Unless expressly agreed otherwise in writing, Direct Travel may retain commissions, incentives, overrides or other commercial benefits received from Travel Service Providers, global distribution systems or intermediaries and such amounts shall not be credited against Fees.

8. Data Protection

8.1 The parties acknowledge that, depending on the relevant processing activity, Direct Travel may act as: (a) a processor, service provider or equivalent on behalf of the Customer; and/or (b) an independent controller, business or equivalent for its own legitimate business purposes, including fraud prevention, sanctions screening, identity verification, security, audit, service administration, legal compliance, operational analytics and service improvement.

8.2 Where Direct Travel acts as a processor, service provider or equivalent, it shall process Personal Data on the Customer’s documented instructions, subject to applicable law, and shall implement appropriate technical and organisational measures.

8.3 Where required by applicable Data Protection Laws, the parties shall enter into Direct Travel’s applicable data processing agreement, transfer addendum or other mandatory privacy annex. Any such document shall be incorporated into the Agreement where the Order Form so provides or where required by mandatory law.

8.4 The Customer shall provide all notices and obtain all consents, lawful bases and other permissions required under applicable Data Protection Laws for the use of the Services and the related processing of Personal Data as contemplated by the Agreement.

8.5 Direct Travel may transfer Personal Data internationally where reasonably necessary to provide the Services, including to Affiliates, Travel Service Providers, technology partners and global distribution systems, subject to lawful transfer mechanisms required by applicable Data Protection Laws.

9. AI and Service Improvement

9.1 Direct Travel may use service data, telemetry, usage data and data derived from the Services to operate, secure, test, validate, maintain, support and improve the Services, including for analytics, automation and AI-enabled functionality, in each case in compliance with applicable law.

9.2 Direct Travel may use de-identified, pseudonymised and aggregated data for internal development, testing, training, tuning and improvement of the Services and related tools.

9.3 Unless the parties expressly agree otherwise in writing, Direct Travel shall not use identifiable Customer Personal Data to train any generally available third-party model other than as strictly necessary to provide and improve Direct Travel services for the Customer.

9.4 Any AI-enabled outputs are informational and assistive only. The Customer remains responsible for reviewing and validating such outputs before relying on them in any operational, legal, compliance or traveller-facing context.

10. Confidentiality

10.1 Each party shall keep confidential all non-public business, technical, commercial and security information disclosed by or on behalf of the other party that is marked confidential or that should reasonably be understood to be confidential by its nature or the circumstances of disclosure.

10.2 The receiving party may use the disclosing party’s confidential information only for the purpose of performing or receiving the Services and may disclose it only to those of its personnel, Affiliates and subcontractors who have a need to know and who are subject to confidentiality obligations no less protective than those set out in the Agreement.

10.3 These obligations do not apply to information that: (a) is or becomes public other than through breach of the Agreement; (b) was lawfully known to the receiving party without restriction before disclosure; (c) is independently developed without use of the disclosing party’s confidential information; or (d) is lawfully received from a third party without restriction and without breach of any duty of confidence.

10.4 A receiving party may disclose confidential information where required by law, regulation, court order or stock exchange rule, provided that, where legally permitted, it gives prior notice sufficient to allow the disclosing party to seek protective treatment.

11. Intellectual Property and Licence

11.1 As between the parties, Direct Travel and its licensors retain all right, title and interest in and to the Services, the Avenir Platform, all related software, documentation, configuration methods, workflows, know-how and all improvements, modifications and derivative works.

11.2 Subject to the Agreement and payment of the applicable Fees, Direct Travel grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right during the term of the Agreement to access and use the Services solely for the Customer’s internal business purposes.

11.3 Except to the extent prohibited by mandatory law, the Customer shall not reverse engineer, decompile, copy, resell, create derivative works from, benchmark for publication, or use the Services to build a competing service.

11.4 Customer retains all right, title and interest in and to Customer Data.

12. Warranties and Disclaimers

12.1 Each party warrants that it has the full right and authority to enter into and perform the Agreement.

12.2 Direct Travel warrants that it will perform the Services with reasonable skill and care and in material conformity with the Agreement.

12.3 Except as expressly set out in the Agreement, and to the maximum extent permitted by applicable law, the Services are provided on an “as available” basis. Direct Travel does not warrant uninterrupted or error-free operation, the continued availability of any particular third-party component or integration, or that any AI-enabled output will be complete, accurate or fit for any particular purpose.

13. Compliance, Sanctions and Acceptable Use

13.1 Each party shall comply with all applicable anti-bribery, anti-corruption, anti-money laundering, sanctions, export control, tax evasion prevention and other mandatory laws relevant to its performance under the Agreement.

13.2 Direct Travel may refuse, restrict, suspend or terminate any booking, instruction, user access or Service component to the extent reasonably necessary to comply with sanctions, export controls, fraud prevention requirements, security requirements or other mandatory legal or regulatory obligations.

13.3 The Customer shall not use the Services in any manner that is unlawful, fraudulent, infringing, harmful to Direct Travel’s systems or reputation, or otherwise inconsistent with the scope of the Agreement.

14. Suspension, Changes and Force Majeure

14.1 Direct Travel may modify the Services, interfaces, workflows, features and supported integrations where reasonably required for legal compliance, security, service integrity, supplier changes, technology evolution or operational improvement, provided that Direct Travel does not materially reduce the core contracted functionality of the Services without reasonable notice.

14.2 Direct Travel may suspend all or part of the Services on reasonable notice, or immediately where reasonably necessary, to address security risks, misuse, non-payment of undisputed amounts, compliance issues, third-party provider restrictions, or material threats to the integrity, availability or security of the Services.

14.3 Neither party shall be liable for any delay or failure to perform its obligations under the Agreement, other than payment obligations, to the extent caused by events beyond its reasonable control, including natural disasters, war, terrorism, cyber incidents of general effect, pandemics, widespread travel disruption, governmental action, labour disruption, internet or cloud outages, and Travel Service Provider, GDS or supplier outages beyond the affected party’s reasonable control.

14.4 The affected party shall notify the other party as soon as reasonably practicable and shall use commercially reasonable efforts to mitigate the impact of the relevant event.

14.5 If such event continues for more than sixty (60) consecutive days and materially affects the Services, either party may terminate the affected Services on written notice without liability other than Fees accrued before termination.

15. Limitation of Liability

15.1 Nothing in the Agreement excludes or limits liability for fraud, fraudulent misrepresentation, wilful misconduct, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or limited.

15.2 Subject to clause 15.1, each party’s aggregate liability arising out of or in connection with the Agreement shall not exceed the Fees paid or payable by the Customer under the relevant Order Form in the twelve (12) months immediately preceding the event giving rise to the claim.

15.3 To the maximum extent permitted by applicable law, neither party shall be liable for any indirect, incidental, special, punitive or consequential loss, or for any loss of profit, revenue, savings, goodwill, business opportunity or data, except to the extent such loss forms part of a third-party claim that is not otherwise excluded.

15.4 Direct Travel shall not be liable for the acts, omissions, delays, failures or insolvency of any Travel Service Provider or third-party system not under Direct Travel’s reasonable control.

15.5 Any claim arising under the Agreement must be brought within the period specified in the applicable Local Law Rider, or if none is specified, within twelve (12) months after the claimant first knew or ought reasonably to have known of the circumstances giving rise to the claim.

16. Term and Termination

16.1 The Agreement begins on the effective date stated in the Order Form and continues for the initial term, and any renewal term, specified in the Order Form unless terminated earlier in accordance with the Agreement.

16.2 Either party may terminate the Agreement by written notice if the other party materially breaches the Agreement and fails to remedy that breach within thirty (30) days after receiving notice, or immediately if the other party becomes insolvent or ceases material business operations.

16.3 On expiry or termination, the Customer’s right to access and use the Services shall cease, except to the extent reasonably required for an orderly transition. Any outstanding Fees for Services already provided shall immediately become due and payable. Any provisions which by their nature are

intended to survive expiry or termination shall survive, including those relating to confidentiality, data protection, intellectual property, liability and compliance.

17. General

17.1 If mandatory law applicable to the country specified in the Order Form requires any non-excludable rights, disclosures, remedies or wording, those requirements shall apply only to the extent legally required and shall prevail over any inconsistent provision of these Terms.

17.2 Notices, governing law, jurisdiction, currency, invoicing rules and any country-specific mandatory terms shall be as set out in the Order Form and any applicable Local Law Rider.

17.3 The Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions, proposals, understandings and communications relating to that subject matter.

17.4 No variation to the Agreement shall be effective unless made in writing or expressly accepted through the ordering process agreed by the parties.

17.5 Customer may not assign the Agreement without Direct Travel’s prior written consent, not to be unreasonably withheld or delayed. Direct Travel may assign the Agreement to an Affiliate or in connection with a merger, reorganisation, sale of business or similar corporate transaction.

17.6 If any provision of the Agreement is found invalid or unenforceable, the remaining provisions remain in effect and the invalid provision shall be interpreted or replaced so as to preserve the parties’ original commercial intent to the greatest extent legally possible.

17.7 No waiver shall be effective unless in writing. A delay or failure to exercise a right does not waive that right.

17.8 Nothing in the Agreement confers rights on any third party except as expressly stated in the applicable Local Law Rider or where mandatory law provides otherwise