Conditions of groups

Where the performance of the obligations under this Contract is frustrated or prevented by force majeure, including, but not limited to: (i) riots; (ii) strikes; (iii) lockouts; (iv) civil commotion; (v) the existence, fear or imminence of war between any nations; (vi) war; (vii) blockade, blockade, blockade, lockout, blockade, blockade, blockade, blockade, blockade, blockade or (v) existence, fear or imminence of war between any nations; (vi) war; (vii) blockade, embargo, and acts of Governmental Authorities including Civil Aviation Authorities; (viii) fire; (ix) flood; (x) fog; (xi) frost; (xii) ice; (xiii) storms; (xiv) epidemics; (xiv) epidemics; (xv) quarantine; or (xvi) any other similar cause which could not have been foreseen, or which foreseen would be unavoidable by either party and which constitutes an extraordinary cause, both Parties shall be relieved of all liability for any breach which they may incur under this contract.

Personal Data Protection

1. Data Controllers

AIR EUROPA LÍNEAS AÉREAS, S.A.U. (“AIR EUROPA”) and the Agency shall comply with Regulation (EU) 2016/679 (“GDPR”), Organic Law 3/2018 and any other applicable data protection legislation. Each party shall act as an independent data controller for the processing activities it carries out to manage the contracting of the group and provide its respective services, assuming the obligations applicable to it.

2. Data of Representatives and Contact Persons

AIR EUROPA shall process the identification and professional contact details of the Agency’s representatives, authorised users and contact persons in order to process requests and quotations, manage the contracting process and maintain the commercial and administrative relationship. These processing activities are based on the legitimate interest in maintaining the relationship with the Agency and, where applicable, on compliance with legal obligations.

The Agency undertakes to provide this information to the individuals whose data it supplies to AIR EUROPA.

3. Passenger Data

AIR EUROPA, acting as data controller, shall process the passengers’ personal data provided by the Agency to manage the group booking, issue tickets, provide transportation and related services, handle requests and incidents, and comply with its legal obligations, in accordance with the applicable legislation and the provisions of its Privacy Policy, available at www.aireuropa.com.

The Agency warrants that it has a sufficient legal basis to disclose such data to AIR EUROPA and that, before the data are disclosed, all passengers have been informed of how AIR EUROPA will process their data and have been given access to its Privacy Policy. Where applicable, this information shall be provided to their legal representatives.

The Agency shall provide only the data that are adequate, relevant and necessary to manage the requested services, take reasonable measures to ensure their accuracy and currency, and communicate without undue delay any errors or changes of which it becomes aware.

Where health data or other special categories of personal data must be provided to accommodate assistance requests or specific services, the Agency shall ensure that a condition permitting their processing and disclosure under Article 9 of the GDPR applies, including the data subject’s explicit consent where required. Such data shall be limited to those strictly necessary to fulfil the request and shall be provided through the channels made available by AIR EUROPA.

AIR EUROPA may disclose to the Agency the information necessary to manage the booking and travel-related incidents, provided that the Agency has a legal basis to receive it.

4. Security, Confidentiality and Cooperation

Each party shall implement technical and organisational measures appropriate to the risk and shall ensure that access to personal data is restricted to individuals who need it to perform their duties and who are subject to confidentiality obligations.

Disclosures of data to suppliers, other entities or authorities must have a valid legal basis and comply with the required safeguards, including those relating to international transfers where applicable.

The parties shall notify each other without undue delay of any personal data breaches affecting the exchanged data where such breaches may affect the other party’s obligations. They shall also cooperate reasonably in handling requests to exercise data protection rights, complaints and requests from authorities relating to such data, without prejudice to each controller’s own obligations.

The disclosure of data for the purpose of managing the group does not, in itself, authorise their use to send commercial communications, which must comply with the requirements of applicable legislation.

Each party shall be liable for any infringements attributable to it, in accordance with applicable legislation and without prejudice to the rights of data subjects.

5. Data Retention, Rights and Additional Information

AIR EUROPA shall retain the data for as long as necessary for the purposes indicated and, subsequently, for the legally required periods and to address any potential liabilities, with the appropriate restriction of processing.

Data subjects may exercise their rights of access, rectification, erasure, objection, restriction of processing and data portability, where applicable, with AIR EUROPA. They may also contact its Data Protection Officer by email at delegadopd@aireuropa.com. Where processing is based on consent, they may withdraw it at any time, without affecting the lawfulness of processing carried out before the withdrawal. They may also lodge a complaint with the Spanish Data Protection Agency.

Full information on AIR EUROPA’s data processing activities, including their legal bases, recipients, international transfers and retention criteria, is available in its Privacy Policy.

According to the Spanish law on Trade Secrets 1/2019 of February 20th/ applicable regulations on confidentiality and trade secrets, the Parties agree to protect, and ensure that any eligible dependents, if any, protect, the confidentiality of the contractual relationship between them. The Parties may be referred to as "Receiving Party" and "Disclosing Party" depending on the Party that receives and delivers the confidential information respectively. For these purposes, the expression " Disclosing Party " means the Party providing confidential information and "Receiving Party" means the Party to whom confidential information is provided or who receives confidential information.

Any information, whatever its nature (technical, commercial, financial, operational or otherwise), in any form or medium (whether verbal, written, recorded or otherwise), which may be provided by the Disclosing Party to the Receiving Party in connection with the subject matter of the Principal Agreement, shall be deemed "Confidential Information", including in this category information generated from the Confidential Information.

The Receiving Party undertakes to accept the Confidential Information in a framework of trust and not to provide it to any third party or use it for their own benefit without obtaining the prior written consent of the Disclosing Party. The Receiving Party also undertakes to:

• Process Confidential Information as strictly confidential;
• Keep the Confidential Information, whether written, recorded or in any other medium, separate from any other information that may be available to the Receiving Party;
• Use the Confidential Information exclusively for the purposes of this Contract
• Use procedures to control such use of Confidential Information. The Receiving Party shall not make a copy of the Confidential Information without the prior written consent of the Disclosing Party, except for such copies as may be required by the Receiving Party for internal study.
• Restrict access to Confidential Information only to those of your employees who need to know it for purposes of the Contract, and ensure that such employees are aware of their obligations under this document; and
• Not to provide Confidential Information to any third party without the prior written consent of the Disclosing Party, and to ensure that, if such authorisation has been obtained, such third-party signs a confidentiality agreement with the Disclosing Party in terms equivalent to those of this clause.

These confidentiality obligations set forth in the preceding paragraphs will yield to (i) any administrative or judicial requirement or other legal imperative to the contrary; (ii) the case that the Confidential Information is in the public domain; (iii) the case that it has been received from third parties without the obligation of confidentiality; (iv) the case that it has been developed independently by the Receiving Party; or (v) the event that its transmission has been previously consented and in writing by the Party from which the information comes.

The obligations established in this clause will remain in force even after the termination of the Principal Agreement, whatever its cause, until the prescription of the actions derived from the Principal Agreement.

The breach of confidentiality will allow the other party, the termination of the Principal Agreement, in addition, to demand the damages that have been caused.

With regard to regulatory compliance, both parties declare that they have a Regulatory Compliance Plan aligned with the standards established by the applicable legislation in force for each party, with the aim of effectively preventing criminal risks, particularly those relating to corruption and bribery, as well as fostering a culture of regulatory compliance within their respective organisations.

If the Agency does not have its own code of ethics or ethical regulations, by signing this document it adheres to those of GRUPO GLOBALIA. Likewise, if the Agency has its own ethical regulations, it must inform Air Europa thereof. In such a case, the parties undertake to respect and apply those regulations once they have been reviewed and their suitability has been verified.

If any non-compliance with either party’s own Regulatory Compliance Plan is detected and brought to light, the party concerned shall have a period of two months to remedy it. If the non-compliance is not remedied within that period, with documentary evidence of the remediation being provided, the party concerned shall be deemed to have breached its Regulatory Compliance obligations.

The Parties undertake to notify the other Party’s Compliance Officer of any irregularity relating either to the Code of Ethics or to any of the policies implementing it. For this purpose, they may use the Ethics Channel published on their respective corporate websites.

In the event of a breach of the terms of this clause, the compliant party may terminate the commercial relationship with immediate effect, without prejudice to its right to claim any damages arising from such breach, including reputational damage.

This Contract will be governed and construed in accordance with the Laws of Spain. In the event of any discrepancies arising in relation to the Contract, the parties, with express waiver of any other jurisdiction that may correspond to them, will submit to the jurisdiction and authority of the Courts and Tribunals of the city of Madrid (Spain).