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 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. Direct Travel may appoint, replace or remove Affiliates, subcontractors and technology providers in its discretion without Customer consent.

1.4 Customer Affiliates may purchase Services under these Terms by entering into one or more Order Forms with the applicable Direct Travel Contracting Entity. Upon execution of an Order Form, the relevant Customer Affiliate shall be deemed a party to that Order Form solely for the purposes of the Services purchased under that Order Form and shall be bound by the terms of the Agreement as though it were the Customer. Unless expressly stated otherwise in an Order Form, neither Customer nor any Customer Affiliate shall be liable for the obligations of any other Customer Affiliate.

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

1.6 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.

“Charges” means all fares, rates, prices, taxes, surcharges, cancellation charges and other amounts payable in respect of travel products or services supplied by a Travel Service Provider, including air, hotel, rail, car rental and ground transportation

“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 transaction, trip, management, subscription, implementation and other service fees payable by Customer to Direct Travel as consideration for the Services, as specified in the applicable Order Form, excluding the Charges.

“Go-Live Date” means the date on which the Services are made available for production use by Customer, as specified in the applicable Order Form or otherwise agreed in writing by the parties.

“Initial Term” means the initial subscription or service term specified in the applicable Order Form.

“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-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.

3.4 Customer shall reasonably cooperate with Direct Travel in connection with implementation, onboarding, testing and deployment activities. Where Customer delays implementation, onboarding, testing, approvals, integrations, data provision or other activities required for Go-Live, Direct Travel may adjust implementation timelines and resource allocations accordingly. Unless otherwise stated in the applicable Order Form, recurring Fees shall commence on the earlier of (a) the Go-Live Date, or (b) a date that is delayed due primarily to Customer’s acts or omissions.

4. Third-Party Technology

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 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.

4.3 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.

4.4 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, train, improve or support any competing service or platform, or to conduct performance testing or benchmarking for disclosure to any third party;

(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.

4.5 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.

4.6 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.

4.7 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.

5.4 Amounts payable in respect of Travel Services are payable to or for the benefit of the relevant Travel Service Provider and constitute Charges, notwithstanding that Direct Travel or an Affiliate may invoice, collect, process or facilitate payment of those amounts.

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, Travel Charges, Taxes and Payment

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

7.2 In addition to the Fees, Customer shall be responsible for all Charges incurred in connection with Travel Services booked, purchased or otherwise arranged through the Services. Travel Charges are payable to or for the benefit of the relevant Travel Service Provider and may be invoiced, collected, processed or facilitated by Direct Travel, an Affiliate or the relevant Travel Service Provider, as applicable.

7.3 For the avoidance of doubt, Charges do not constitute Fees, irrespective of whether Direct Travel or any Affiliate invoices, collects, processes or facilitates payment of those amounts. The invoicing, collection, processing or facilitation of any amount by Direct Travel or an Affiliate does not alter the nature or character of that amount for purposes of the Agreement.

7.4 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 applicable to the Fees, which shall be borne by Customer except for taxes imposed on Direct Travel’s net income. Taxes, duties or governmental charges imposed on or forming part of Travel Charges shall form part of the applicable Travel Charges and shall not constitute Fees.

7.5 Direct Travel may suspend affected Services for non-payment of undisputed amounts due under the Agreement following reasonable written notice and a reasonable opportunity to cure.

7.6 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. Direct Travel shall act as an independent controller only to the extent required by applicable law or strictly necessary for fraud prevention, sanctions screening and legal compliance. All other processing shall be as processor on Customer’s documented instructions.

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.

8.6 Except to the extent expressly required by applicable Data Protection Laws or any applicable data processing agreement incorporated into the Agreement, Customer shall have no audit, inspection or on-site access rights in relation to Direct Travel, its Affiliates, subcontractors, systems, facilities, security measures or records. Any audit rights required by applicable law shall be exercised no more than once annually, during normal business hours, upon reasonable prior written notice, and in a manner that does not unreasonably disrupt Direct Travel’s business operations, compromise security, confidentiality obligations or the rights of other customers. Customer shall bear its own costs and reimburse Direct Travel’s reasonable costs incurred in facilitating any audit.

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 Direct Travel shall not use identifiable Customer Personal Data to train, fine tune or adapt any generally available third-party AI model.

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, its Affiliates and licensors retain all right, title and interest in and to the Services, the Avenir Platform, all related software, source code, object code, documentation, methodologies, implementation approaches, configurations, workflows, processes, templates, prompts, automation logic, reporting frameworks, know-how, trade secrets, inventions, discoveries, data models, interfaces, integrations, enhancements, modifications, derivative works and all associated intellectual property rights therein, whether existing before or developed during the provision of the Services.

11.2 Except for the limited rights expressly granted under this Agreement, no rights, title or interest in the Services or the Avenir Platform are transferred to Customer, whether by implication, estoppel or otherwise.

11.3 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.

11.4 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.

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

11.6     Customer may provide suggestions, enhancement requests, recommendations or other feedback relating to the Services. Direct Travel shall be free to use, incorporate, modify and exploit such feedback without restriction or obligation to Customer, provided that Direct Travel does not identify Customer as the source of such feedback.

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.

12.4 Direct Travel does not warrant or guarantee the availability, pricing, inventory, content, fulfilment or performance of any Travel Service Provider, airline, hotel, rail operator, GDS, online booking tool, technology provider or other third-party service.

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, Customer’s breach of the Agreement, or any act or omission of Customer, its users or travellers that creates a material legal, regulatory, operational, reputational or security risk to Direct Travel, its Affiliates, subcontractors, Travel Service Providers, technology providers or 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 thanFees, Charges and other amounts properly accrued or due 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 Section  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. For the avoidance of doubt, the limitations in this Section 15 shall not limit Customer’s obligation to pay any Fees or Charges or other amounts properly due under the Agreement.

15.3 Notwithstanding Section  15.2, each party’s aggregate liability arising from (i) breach of data protection obligations, (ii) breach of confidentiality, or (iii) infringement of intellectual property rights, shall be subject to an increased cap equal to three (3) times the Fees paid or payable under the relevant Order Form in the twelve (12) months preceding the event giving rise to the claim. For the avoidance of doubt, the cap in this Section 15.3 is the total aggregate cap applicable to such claims and is not additional to the cap in Section 15.2. Amounts applied against the cap in Section 15.2 shall reduce the available cap under this Section 15.3.

15.4 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.

15.5. Direct Travel shall not be liable for the acts, omissions, delays, failures or insolvency of any Travel Service Provider, or for the failure or unavailability of any external travel supplier, distribution, payment or other third-party system outside Direct Travel’s reasonable control, except to the extent such third-party system has been engaged by Direct Travel as a subcontractor or technology provider to perform the Services for which Direct Travel is responsible under Section 1.3.

15.6 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. Indemnification

16.1 Direct Travel shall defend, indemnify and hold harmless Customer, its Affiliates and their respective officers, directors and employees from and against any third-party claim, and any resulting damages, settlements, judgments and reasonable external legal fees awarded by a court of competent jurisdiction or agreed as part of a settlement approved by Direct Travel, arising solely from a claim that the Customer’s authorised use of the Services in accordance with the Agreement infringes any third party patent, copyright, trademark or other intellectual property right; or

16.2 Direct Travel shall have no liability under Section 16.1 to the extent any claim arises from:

(a) Customer Data, Customer Materials or information provided by or on behalf of Customer;

(b) modifications to the Services not made by or on behalf of Direct Travel;

(c) use of the Services in combination with products, services, software, data or materials not supplied or approved by Direct Travel, where the claim would not have arisen but for such combination;

(d) use of the Services in breach of the Agreement or applicable documentation; or

(e) compliance by Direct Travel with Customer instructions, specifications or requirements.

16.3 Customer shall defend, indemnify and hold harmless Direct Travel, its Affiliates and their respective officers, directors and employees from and against any third-party claim, and any resulting damages, settlements, judgments and reasonable external legal fees, arising from:

(a) Customer Data, Customer Materials or other information supplied by or on behalf of Customer infringing or misappropriating any intellectual property, privacy or proprietary rights of a third party;

(b) Customer’s unlawful, unauthorised or improper use of the Services;

(c) Customer’s breach of applicable law; or

(d) Customer’s breach of the Agreement.

16.4 The indemnified party shall:

(a) promptly notify the indemnifying party of the claim, provided that any delay shall not relieve the indemnifying party of its obligations except to the extent materially prejudiced;

(b) grant the indemnifying party sole control of the defence and settlement of the claim; and

(c) provide reasonable cooperation at the indemnifying party’s expense.

The indemnifying party shall not settle any claim in a manner that admits fault on the part of, imposes liability upon, or requires any payment or non-monetary obligation from the indemnified party without that party’s prior written consent, not to be unreasonably withheld, conditioned or delayed.

16.5 If the Services become, or in Direct Travel’s reasonable opinion are likely to become, subject to a claim described in Section 16.1, Direct Travel may, at its option and expense:

(a) procure the right for Customer to continue using the affected Services;

(b) modify the affected Services so that they become non-infringing without materially reducing their functionality; or

(c) replace the affected Services with substantially equivalent non-infringing services.

If none of the foregoing options is commercially reasonable, Direct Travel may terminate the affected Services upon written notice and refund any prepaid Fees covering the unused portion of the terminated Services.

16.6 This Section 16 sets out the parties’ sole and exclusive remedies, and entire liability, in respect of any third-party intellectual property infringement claim.

16.7 The indemnities set out in this Section 16 are subject to the limitations and exclusions of liability contained in Section 15.

17. Term and Termination

17.1 The Agreement begins on the effective date stated in the Order Form. Unless otherwise specified in the Order Form, the Initial Term shall commence on the Go-Live Date and continue for the period specified in the applicable Order Form. Thereafter, the Agreement shall renew for any renewal term specified in the Order Form unless terminated earlier in accordance with the Agreement.

17.2 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.

17.3 Upon termination or expiry, all outstanding Fees, Charges and any other amounts properly due under the Agreement shall become immediately due and payable.

17.4 Following expiry or termination of the Agreement, Direct Travel shall make Customer Data available for export or retrieval by Customer for a period of thirty (30) days (or such other period specified in the applicable Order Form), subject to payment of all undisputed Fees and compliance with the Agreement. Thereafter, Direct Travel may delete or anonymise Customer Data in accordance with its standard retention practices, legal and regulatory obligations, backup and disaster recovery procedures, and applicable Data Protection Laws. Following expiry of the retrieval period, Direct Travel shall have no obligation to maintain, store or provide Customer Data except to the extent required by applicable law.

18. General

18.1 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.

18.2 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.

18.3 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. Each party acknowledges that it has not relied on any representation, warranty or statement not expressly set out in the Agreement.

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

18.5 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.

18.6 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.

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

18.8 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