1.	Definitions and Interpretation
1.1.	Definitions
The following words have these meanings in this Agreement:
Affiliate means, with respect to any person, any entity that directly or indirectly through one or more intermediaries Controls or is Controlled by such person or is under direct or indirect common Control with such person.
Charges means the fees and charges to be paid by Customer for the Proof of Concept Service(s) set out in Schedule 2 – Charges.
Confidential Information means all information furnished or disclosed, in whatever form or medium, by the Discloser (or any of its Affiliates or Representatives) to the Recipient for the Proof of Concept before, on or after the date of this Agreement relating to the business, technology or other affairs of the Discloser or any of its Affiliates.  Confidential Information includes, without limitations, all of the trade secrets, trademarks, business plans, marketing plans, know-how, data, contracts, documents, business concepts, customer lists, customer data, costs, financial information, profits, billings, referral sources, existing or future services, products, operations, management, pricing, financial status, goals, strategies, objectives and agreements of the Discloser and any of its Affiliates, all of which is deemed confidential and proprietary, but does not include any information which the Recipient can demonstrate: (a) was publicly available at the time of disclosure or later became publicly available through no act or omission of the Recipient; or (b) was already lawfully in its possession at the time of disclosure; or (c) was rightfully received by the Recipient from a third party without any obligation of confidentiality known to the Recipient; or (d) was independently developed by or for the Recipient without use of the Discloser’s Confidential Information.
Control means, in respect of an entity, the ability (whether it is legally enforceable or not) to control, whether directly or indirectly, the composition of the board of directors (or other governing body) of that entity, the voting rights of the majority of voting securities of the entity, or the management of the affairs of that entity.
Customer Data means the data and files provided by or on Customer’s behalf to SITA pursuant to this Agreement for the Proof of Concept Service(s).
Discloser means the party disclosing Confidential Information.
Data means information which: (a) is being processed by means of equipment operating automatically in response to instructions given for that purpose; (b) is recorded with the intention that it should be processed by means of such equipment; or (c) is recorded as part of a Relevant Filing System or with the intention that it should form part of a Relevant Filing System.
Effective Date means the effective date set out in the Particulars.
Equipment has the meaning given to it in clause 3.6.
Government Agency means any governmental, quasi-governmental, administrative, fiscal, judicial or quasi-judicial body, department, commission, authority, tribunal, agency or entity.
Intellectual Property Rights means all intellectual property rights including current and future registered and unregistered rights in respect of copyright, designs, circuit layouts, trademarks, trade secrets, know-how, confidential information, patents, invention and discoveries and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967.
Particulars means the particulars section at the start of this Agreement.
Personal Data means Data which relate to a living individual who can be identified: (a) from those Data, or (b) from those Data and other information which is in the possession of, or is likely to come into the possession of, the Customer, and includes any expression of opinion about the individual and any indication of the intentions of the Customer or any other person in respect of the individual.
PCI DSS means the payment card industry data security standard, a set of requirements designed to ensure that companies that process, store or transmit credit card information maintain a secure environment.
Privacy Laws means legislation, rules and regulations relating to data protection, personal information and privacy in any and all jurisdictions in or from which SITA provides the Proof of Concept Service(s) or any part or parts thereof.
Recipient means the party receiving Confidential Information.
Relevant Filing System means any set of information relating to individuals that may be processed automatically or manually and that is structured so that specific information relating to an individual is readily accessible.
Representative means an employee, agent, officer, director, auditor, adviser, partner, consultant, joint venture or sub-contractor, or any similar role or position.
Service Agreement means as defined in the Particulars.
Proof of Concept Service means a service detailed in Schedule 1 - Proof of Concept Service(s), which may also include the provision of any equipment and/or software.
Proof of Concept Term means the term of the Proof of Concept, as set out in the Particulars.
1.2.	Interpretation
1.2.1.	Unless the contrary intention appears, a reference in this Agreement to: (variations or replacement) a document (including this Agreement) includes any variation or replacement of it; (singular includes plural) the singular includes the plural and vice versa; (person) the word person includes an individual, a firm, a body corporate, a partnership, a joint venture, an unincorporated body or association, or any Government Agency; (calculation of time) a period of time dating from a given day or the day of an act or event, is to be calculated exclusive of that day; (dollars) United States dollars, dollars, US$ or $ is a reference to the lawful currency of the United States of America; (meaning not limited) the words include, including, for example or such as when introducing an example, does not limit the meaning of the words to which the example relates to that example or examples of a similar kind; (reference to anything) anything (including any amount) is a reference to the whole and each part of it.
1.2.2.	If an act under this Agreement to be done by a party on or by a given day is done after 5.30 pm on that day, it is taken to be done on the next day.
1.2.3.	Headings are for convenience only and do not affect the interpretation of this Agreement.
2.	The Proof of Concept
2.1.	This Agreement shall enter into force on the Effective Date and shall remain in force for the Proof of Concept Term, unless terminated earlier.
2.2.	SITA will provide the Proof of Concept Service(s) in consideration of Customer paying the Charges as specified in Schedule 2 - Charges.
2.3.	The Proof of Concept will be deemed to be successful if the Proof of Concept achieves the Success Criteria set out in Schedule 1 – Proof of Concept Service(s).
2.4.	If the Proof of Concept is successful, the parties will seek to enter into a trial agreement within four (4) weeks of the end of the Proof of Concept Term upon terms and conditions agreeable to both parties.
2.5.	Despite anything in this Agreement to the contrary, SITA shall not be obliged to perform the Proof of Concept if:
2.5.1.	Customer breaches one or more of its obligations specified herein or if Customer otherwise prevents or impedes the performance of the Proof of Concept;
2.5.2.	there is a legislative or regulatory change that, in SITA’s opinion, could prevent or impede SITA’s ability to perform the Proof of Concept and/or provide the Proof of Concept Service(s); or
2.5.3.	the provision of the Proof of Concept Service(s) causes a breach or is likely to cause a breach of Privacy Laws.
3.	Use of Proof of Concept Service(s)
3.1.	Customer will review any information and Data supplied by SITA to Customer as part of or as a result of the performance of Proof of Concept Service(s).  Customer agrees and acknowledges that it is solely responsible for checking and verifying any such information and Data in accordance with:
3.1.1.	Customer’s own experience and independent knowledge;
3.1.2.	Customer’s internal security procedures and processes; and
3.1.3.	good security practices.
3.2.	The parties agree that the Proof of Concept Service(s) and any Data supplied by SITA are advisory. Customer agrees that SITA has no liability or responsibility regarding the use of the Proof of Concept Service(s) and/or any Data by the Customer or anyone else.
3.3.	Customer is solely responsible and liable for:
3.3.1.	anything done by Customer (or anyone else acting on Customer’s behalf or with Customer’s permission) in relation to the Proof of Concept Service(s) (including any equipment and/or software provided as part of the Proof of Concept Service(s)) or any Data;
3.3.2.	the use of and reliance on the Proof of Concept Service(s) or any Data; and
3.3.3.	decisions taken by, evaluations made by, or any acts or omissions of Customer (or anyone else acting on Customer’s behalf or with Customer’s permission) as a result of the provision of the Proof of Concept Service(s) or any Data.
3.4.	Customer will not use the Proof of Concept Service(s) in violation of any applicable local, national, or international law or regulation.
3.5.	The Proof of Concept Service(s) is(are) not compliant with PCI DSS. Customer agrees not to use a Proof of Concept Service which does not comply with PCI DSS in conjunction with payment card data, payment applications or other applications that store, process or transmit payment cardholder data.
3.6.	If SITA provides equipment to Customer as part of a Service (Equipment), then:
3.6.1.	title to the Equipment remains with SITA and Customer shall have no interest or right in such Equipment, except to use it in accordance with this Proof of Concept Agreement; and
3.6.2.	SITA retains the right to substitute the whole or any part of the Equipment with equipment of similar or improved specification, on reasonable prior notice to Customer, if SITA deems such substitution necessary or desirable for the delivery of the Proof of Concept Service(s).
4.	Confidentiality
4.1.	The Recipient will use Discloser’s Confidential Information only for the Proof of Concept and will make no use of the Discloser’s Confidential Information, in whole or in part, for any other purposes.
4.2.	The Recipient may not disclose Discloser’s Confidential Information to any person except:
4.2.1.	to its Representatives, Affiliates or Representatives of its Affiliates, who have a legitimate need to know such information; or
4.2.2.	with the consent of the Discloser (which may be given or withheld in its absolute discretion); or
4.2.3.	if the Recipient is required to do so by law or by a stock exchange; or
4.2.4.	if the Recipient is required to do so in connection with legal proceedings relating to this Agreement.
4.3.	A Recipient disclosing Confidential Information to persons under clause 4.2.1 must advise such persons of this Agreement and direct them to treat Discloser’s Confidential Information in accordance with the terms of this Agreement.
4.4.	A Recipient disclosing Confidential Information in accordance with clause 4.2.3 must:
4.4.1.	give the Discloser prompt written notice of such required disclosure in order to afford the Discloser an opportunity to seek a protective order or other legal remedy to prevent the disclosure;
4.4.2.	reasonably cooperate with the Discloser’s efforts to secure such a protective order or other legal remedy to prevent the disclosure; and
4.4.3.	use reasonable efforts to resist disclosure until an appropriate protective order or other legal remedy to prevent the disclosure is obtained.
4.5.	If, in the absence of a protective order or other legal remedy referred to in clause 4.4, the Recipient is legally required to disclose Discloser’s Confidential Information, the Recipient may disclose such information without liability hereunder, provided that the disclosure is limited to only the Confidential Information specifically required to be disclosed.
4.6.	Upon written request, to the extent consistent with law or professional obligation, the Recipient will return to the Discloser or destroy all Confidential Information in any form and promptly destroy any and all material or information derived from the Confidential Information, including any copies, except that one copy of the same may be retained for archival, professional and evidence purposes only.
4.7.	A party may not make press or other announcements or releases relating to this Agreement, the Proof of Concept or any other subject matter of this Agreement without the approval of the other party as to the form and manner of the announcement or release unless and to the extent that the announcement or release is required to be made by the party by law or by a stock exchange.
4.8.	Except as otherwise agreed or duly required by law or any regulatory authority, no party will disclose the terms of this Agreement to any person other than its and its Affiliates’ Representatives (on a need to know basis).
4.9.	The parties acknowledge and agree that the technical and other access information and details (including user identification details) in relation to the Proof of Concept Service(s) are SITA’s Confidential Information.
5.	Privacy
5.1.	Customer is responsible for ensuring that no Personal Data is used in the Proof of Concept Service. 
5.2.	All data submitted to SITA’s Proof of Concept Service shall be assumed by SITA to be synthetic or sufficiently anonymised so as to not include any Personal Data and impossible to identify any individual in any way. 
5.3.	All SITA's activities relating to the Proof of Concept Service are conditional upon and in reliance upon there being no Personal Data within the Proof of Concept Service. 
6.	Intellectual Property
6.1.	Customer acknowledges and agrees that all Intellectual Property Rights in the Proof of Concept Service(s) and other materials provided by SITA to Customer pursuant to this Proof of Concept are either licensed to, or are the property of SITA, and nothing contained herein shall be deemed to convey any title or ownership interest therein to Customer.  Customer’s only right with respect to such Intellectual Property Rights is the right to use such Intellectual Property Rights in relation to the Proof of Concept Service(s) provided hereunder.
6.2.	SITA owns and retains all right, title and interest in and to any Intellectual Property Rights which have been independently developed and/or acquired prior to, or during the performance of, this Proof of Concept or as a result of the performance of its obligations hereunder.
7.	Warranties
7.1.	The Customer warrants that its procedures and the decision to appoint SITA to perform the Proof of Concept as the supplier of the Proof of Concept Service(s) complies with all relevant laws, regulations and any applicable guidelines.
7.2.	EXCLUSION OF IMPLIED WARRANTIES. SITA MAKES NO GUARANTEES, WARRANTIES OR REPRESENTATIONS WHATSOEVER ABOUT ADEQUACY OR FITNESS FOR PURPOSE OF THE PROOF OF CONCEPT SERVICE(S) OR OTHERWISE.
8.	Limitation of Liability
8.1.	LIMITATION OF LIABILITY. NOTHING IN THIS AGREEMENT OPERATES TO LIMIT OR EXCLUDE A PARTY’S LIABILITY:
8.1.1.	THAT CANNOT BE LIMITED OR EXCLUDED BY LAW;
8.1.2.	FOR ITS UNLAWFUL OR FRAUDULENT ACTS OR OMISSIONS; OR
8.1.3.	IN RESPECT OF AN INDEMNITY UNDER THIS AGREEMENT.
8.2.	SITA’S TOTAL AGGREGATE LIABILITY IN RESPECT OF ALL OTHER CLAIMS, LOSSES OR DAMAGES, WHETHER ARISING FROM TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE UNDER OR IN CONNECTION WITH THIS PROOF OF CONCEPT, SHALL IN NO EVENT EXCEED US$ 2,000.
8.3.	NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY:
8.3.1.	LOSS OR CORRUPTION OF DATA;
8.3.2.	LOSS OF ANTICIPATED BUSINESS OPPORTUNITIES, REVENUES, PROFITS OR SAVINGS;
8.3.3.	DAMAGE TO GOODWILL OR REPUTATION; OR
8.3.4.	INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT, IN TORT (INCLUDING NEGLIGENCE), UNDER STATUTE OR ANY OTHER LAW.
9.	Indemnity
9.1.	On an ongoing basis Customer indemnifies SITA and holds it harmless against any loss, expense, damage suffered or action, claim or demand by any third party arising from or in relation to:
9.1.1.	anything which is the responsibility of Customer, including anything which Customer is responsible for or obliged pursuant to this Agreement;
9.1.2.	a claim by any person, including a third party, that use by SITA of any Personal Data provided by Customer to SITA in accordance with this Proof of Concept infringes the privacy of any person or breaches any Privacy Laws; or
9.1.3.	a breach by Customer of any warranty given by it in this Proof of Concept.
10.	Termination
10.1.	Either party may immediately terminate this Agreement:
10.1.1.	by notice to the other party, if the other party commits any material breach, non-observance or non-performance of its obligations in this Proof of Concept; or
10.1.2.	on 5 days written notice to the other party, for convenience.
10.2.	Upon conclusion or termination of the Proof of Concept for any reason Customer shall immediately cease all use of the Proof of Concept Service(s) and anything else provided by SITA pursuant to this Proof of Concept together with any related documentation and materials (whether specified or not in this Agreement) and return to SITA all such documentation and materials, including all materials and documentation provided with, generated by, or descriptive of the Proof of Concept Service(s) including all hardware, object code listings, source code listings, machine code translations, functional specifications, service specifications, user manual, screen dumps or reproductions, software printouts and any SITA Confidential Information.
10.3.	The following clauses survive termination or expiry of this Agreement: clause 1 (Definitions), clause 4 (Confidentiality), clause 8 (Liability), clause 9 (Indemnity), this clause 10 (Termination) and clause 12 (General), as well as any other clause, which by its nature is intended to survive such termination.
11.	Notices
11.1.	Any notices or consents given by a party in connection with this Agreement must be made in writing and sent by courier to the other party’s address for notices specified in this Agreement.
12.	General
12.1.	This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by the law in force in the place specified in the Particulars.
12.2.	SITA may, at its own discretion, subcontract all or part of the Proof of Concept Service(s).
12.3.	If the whole or any part of a provision of this Agreement is void, unenforceable or illegal in a jurisdiction, it is severed for that jurisdiction, except if such severance alters the basic nature of this Agreement or is contrary to public policy.
12.4.	This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior understandings, arrangements and agreements between the parties in this respect.
12.5.	This Agreement may be executed in counterparts.  All counterparts, when taken together, will constitute one instrument.
12.6.	The binding language of this Agreement is English.