Definitions and Interpretation

“Affiliate” means any entity that, directly or indirectly, controls, is under common control with, or is controlled by Client. For this purpose, “control” means (i) direct or indirect ownership or control of more than 50% of the voting interests of the subject entity, or (ii) ability to elect a majority of the entity’s directors.

“Afterhours Services” or “Encore 24” means the Travel Services provided by Encore outside of Business Hours.

“Agent Assist” means any non-booking related interaction with the Encore agent team, including but not limited to: document retrieval, seat selection, questions and clarifications.

“Agreed Downtime” means, with respect to a month, the total number of minutes of Downtime during the month either at the written request of Client or pursuant to the express agreement of the Parties.

“ARC Reporting & Reconciliation” means the ticket transaction settlement services between the airlines and Encore.

“Available” means the Service is not experiencing a Service Outage.

“Auto-Renewal” means the automatic extension of the Statement of Work for a successive term as defined therein, unless either party provides notice of its intent not to renew within the required notice period.

“Business Day” means any day except Saturday, Sunday and any other day that is considered a legal public holiday for business in the country where the Client services are being rendered by Encore.

“Business Hours” means 8:30AM–8:00PM EST on Business Days.

“Cancellation Penalty” means the amount payable by the Client to Encore in the event of early termination or cancellation of the Statement of Work, as set forth in the applicable Statement of Work.

“Change Order” means a written amendment to the Statement of Work that is agreed upon by both parties to revise the scope, timeline, budget, or deliverables.

“Change Request” means a request by the Client for an adjustment of a system.

“Client” means the party receiving services from Encore under the applicable Agreement or Statement of Work.

“Complex Travel Assistance” means the pre-trip verification of all aspects of any international trip 24 hours before departure to ensure all special requests are in place.

“Control Group” means a designated subset of Client’s users selected to test and provide feedback on the Encore Platform and services prior to full deployment during the launch phase.

“CORE Pay” means Encore’s flexible payment service that allows Encore to process payments on behalf of the Client for travel content or services not accessible through standard booking channels, with such costs passed through and invoiced to the Client.

“CORE Reshop” means Encore’s automated service that monitors eligible air and hotel bookings and rebooks them if a lower like-for-like fare or rate becomes available within the applicable rebooking window, sharing savings as specified in the Statement of Work.

“Domestic” means travel within the territories of the USA, Canada, or Mexico.

“Downtime” means a situation where the Service is not Available to all Users, as documented by Encore and communicated to Client through the Encore platform interface and at Quarterly Business Reviews.

“EDIFACT Content” means any vendor content distributed through and available through the Global Distribution System (GDS)

“Encore 24” is charged per call outside of business hours.

“Encore Premium” is charged per booking, or per airline ticket.

“Encore VIP” or “Encore 24 VIP” means the Travel Services rendered by an agent member of the Encore VIP agent team rendered to VIP or non-VIP Travelers. This surcharge applies to all bookings for travelers tagged as VIP, or non-VIP travelers booking through VIP channels.

“Exchange / Modification” means the exchange of an air ticket for a new air ticket. The resulting service fee will be that of a new air PNR.

“Excluded Downtime” means, with respect to a month, the total amount of all Agreed Downtime, Force Majeure Downtime and Planned Downtime during the month.

“Go-Live Date” means the date on which Encore’s services or systems are deemed live and operational for Client use, as defined in the Statement of Work. This date may also trigger invoicing or other contractual obligations.

“Governmental Entity” includes any domestic (or foreign) federal, provincial, state, municipal, local or other governmental, regulatory, judicial, or administrative authority.

“IDP” means Identity Provider which is a system entity that creates, maintains, and manages identity information for principals while providing authentication services relying on applications within a federation or distributed network.

“Implementation Services” means all activities performed by Encore to configure, integrate, test, and launch the Encore Travel Platform and related services as described in the Statement of Work, including but not limited to project management, system setup, vendor integration, user training, and go-live support.

“International” means any travel between any two separate countries.

“Law(s)” means all applicable laws, including domestic, local, provincial, state, national and foreign laws, ordinance, by-law, equity, statutes and regulations made under the statute and all amendments to, or replacements of, the statute or any regulation made under the statute from time to time, protocol, code, guideline, policy, notice, direction or judicial, arbitral, administrative, ministerial or departmental judgement, award, decree, treaties and regulations as well as court or governmental agency orders and decisions.

“Mobile Portal” means the progressive web application provided by the Encore to the Client that makes the Platform available on mobile devices.

“NDC Content” means airline content distributed outside of standard EDIFACT channels. Content may be distributed via API connection, airline website, and/or third-party aggregators, others.
“Non-Standard” means any travel inventory that is not a part of GDS EDIFACT content, including but not limited to NDC content, bed and breakfasts, limo services, and more.

“OIDC” means Open ID Connect, an open standard for exchanging authentication and authorization data between parties between an identity provider and a service provider.

“On Demand” means services that can be purchased by the Client for single use and are not charged transactionally or periodically.

“Online Booking Tool” or “OBT” means the web-based travel reservation and information system provided by Encore and accessed by the Client and its representatives to obtain travel information and make and manage travel reservations.

“Optional” means products or services that are add-ons and not included in the initial implementation, and will not be charged or set up without the signature of a separate SOW.

“Person” means any natural or legal person, body corporate, partnership, trust, Governmental Entity or any other entity (with or without a patrimony by appropriation) as well as any group of persons and includes their heirs or legal representatives.

“Platform” means the online platform (Encore) rendered available by Zii Travel Technologies Inc. to provide the online travel services.

“Planned Downtime” means, with respect to a month, the total number of minutes during the month that the Service is not Available due to scheduled or emergency maintenance work performed by or on behalf of Encore.

“PNR” means a unique Passenger Name Record. A PNR is a record in the database of a computer reservation system that contains the itinerary for a passenger, or a group of passengers travelling together and includes but is not limited to either: an airline reservation, an airline reservation with hotel and/or car, hotel and/or car reservation only, a train reservation, a voided, cancelled, changed or refunded component of the reservation.

“Program Management Package” means the collective account management services described in Table 1, including Encore Professional, Encore Analysis, Encore Four-Star, Client Success, and Dedicated Contact Information.

“Project Plan” means the document or roadmap jointly created by Encore and the Client that outlines key milestones, activities, responsibilities, and timelines for implementation and ongoing services.

“Proprietary Notice” means the statement included in the Statement of Work or related documents that designates the information as confidential, proprietary, or otherwise restricted from reproduction or disclosure without prior written consent from Encore.

“Representative” means Encore personnel, employees, agents, consultants or permitted subcontractors (if any), providing one or more Services.

“Segment” means an itinerary segment booked through the Encore’s contracted Global Distribution System.

“Service Level Agreement” or “SLA” means a set of measurable performance standards defined by Encore, including but not limited to response times, availability, and support levels, that govern the delivery of services under the Agreement or Statement of Work.

“Service Outage” means, subject to the exclusions and limitations set out in this SLA, the Service fails to respond to a proper query submitted by a User to the Service in accordance with the Agreement.

“Services” means Travel Services, Account Management Service, Optional Services and Consulting Services as well as any other services which may be rendered by Encore to Client under this Agreement or any Statements of Work.

“Single Sign-On” or “SSO” means an authentication scheme that allows a user to login with a single ID and password to any of several related, yet independent, software systems.

“Special Service Touch” means any agent or ticketing intervention on a booking following the initial booking, including but not limited to credit card failure, CORE Credits application, fare changes and special requests.

“Standard Commissions” means regular commissions paid by Vendors for reservations made by Encore on behalf of the Client, including hotel, air, and car bookings.

“Statement of Work” or “SOW” means a document that outlines the specific services, deliverables, timelines, roles, fees, and obligations agreed upon between Encore and the Client, governed by the Master Services Agreement.

“Ticketing” means the issuance of a passenger travel ticket.

“Total Downtime” means, with respect to a month, the total number of minutes in the month that the Service is not Available, including Excluded Downtime.

“Total Minutes” means, with respect to a month, the total number of minutes in the month.

“Touched” means a booking made via the OBT with intervention by a Representative, without the specific request from the Client. This includes but is not limited to: ancillary purchases (when pre-approved by the Client), processes requiring manual such as credit card processing failures and approval processing failures.

“Touchless” means a booking made via the OBT without human intervention by a Representative.

“Transaction” means a unique PNR per user in which a travel reservation for a single traveler is initiated.

“Travel Manager” means the Person designated by Client to act as point of contact of Encore for all travel program related items.

“Travel Management Services” means services provided by Encore to support the Client’s corporate travel program, which may include booking, reporting, policy enforcement, traveler support, and supplier negotiations.

“Travel Services” means the services identified in Tables 1, 5, 6 and 7 of this Agreement to be rendered by Encore to the Client.

“Travel Spend” means the total cost of air tickets, hotel stays, or car rentals booked by Encore.

“Travel Spend Under Management” means the estimated total annual or project-based spend on travel, including air, hotel, ground transportation, and related services, which forms the basis for Encore’s pricing and service commitments.

“Traveler” means any individual to whom a Travel Service is provided under this Agreement, including Client’s employees, consultants, representatives, designated family members of same or any other Client-approved traveler.

“URL” means Unified Resource Locator.

“Vendor” means any third-party involved in the execution of the Travel Program or Service for the Client.

“Vendor Integration” means the process of connecting Client’s preferred travel vendors, rates, and third-party systems with the Encore Platform to ensure seamless booking, policy application, and reporting.

“OBT” means the Encore Online Booking Tool, a component of the Encore Platform that enables travelers to book flights, hotels, and related services in accordance with Client’s travel policies and preferences.

“Encore Platform” means Encore’s proprietary online travel management platform, including the Encore Online Booking Tool (OBT) and any related modules, features, or applications used to facilitate travel bookings, profile management, reporting, and compliance.