Common use of Pilot Operation Clause in Contracts

Pilot Operation. The Pilot Operation starts after Installation of the first EUW according to EUW Installation Schedule, unless otherwise agreed by the Parties and ends fourteen (14) Days after Installation of the last EUW according to EUW Installation Schedule. In case the Customer fails to appear on the date specified for performance of the Pilot Operation, and does not appear even in the additionally provided time period of three (3) Business Days from after the Supplier's repeated request, the Pilot Operation will be considered finished without Defects. The Parties will sign a record of the completed Pilot Operation. The number of Defects to the end of the Pilot Operation shall not exceed the following values: If the record of the completed Pilot Operation implies that the Work does not meet the criteria stated in art. 4.11.4 hereof, the Supplier will remove the detected Defects and, after they are removed, the Supplier will call the Customer to start the Pilot Operation with the art. 4.11 hereof being applied as appropriate. The procedure of testing and subsequent defect removal will repeat until the Supplier meets the acceptance criteria stated in art. 4.11.4 hereof, however, no more than twice (2x) and no later than by date set in the Time Schedule. After the Pilot Operation is successfully completed and the acceptance criteria are met pursuant to article 4.11.4 hereof, the Customer will check and confirm the completeness of the Documentation and the Parties will sign the Handover Protocol. The Handover Protocol will contain a list of the remaining Defects and security issues detected during the Penetration Test and/or Pilot Operation with the time period set for removal thereof; in the absence of such time period for Defect removal, the time period is assumed to be twenty (20) Business Days from the day of signing of the Handover Protocol. HARDWARE The Supplier undertakes to deliver to the Customer Hardware in specifications and numbers specified in Annex No. 2 hereto and to enable the Customer to use such Hardware for the entire Initial Term and, if extended in accordance with article 11, the Extended Term of the Agreement subject to the terms of this article 5. Any upgrades required to the Hardware triggered by the Customer’s request for change or new functionality should be at Customer’s expense. Customer shall have no interest or right in such Hardware, except to use it in accordance with this Agreement. Title to the Hardware shall remain with Supplier. Supplier retains the right to substitute the whole or any part of the Hardware with equipment of similar or improved specification, on reasonable prior notice to Customer, if Supplier deems such substitution necessary or desirable for the performance of the Agreement. Customer will be responsible to Supplier for any damage to or loss of the Hardware, and will bear all risks related to the Hardware, from the moment of its Installation according to EUW Installation Schedule or the respective Order or from the moment of substitution of the Hardware under Article 5.1 of this Agreement. Customer shall maintain appropriate insurance covering the Hardware against these risks. For the entire Initial Term of the Agreement, the Supplier will be responsible for functionality of the provided Hardware and shall eliminate any and all Errors. Notwithstanding the aforementioned, Customer undertakes: to operate the Hardware in accordance with Supplier’s or the relevant manufacturer’s operating instructions and any applicable local, national and/or international regulations; to ensure that proper environmental conditions as recommended by Supplier or the relevant manufacturer are maintained for the Hardware and that the exterior surfaces are kept in reasonable condition; not to make any modifications to the Hardware, or disconnect, remove, alter or interfere with the Hardware; and not to physically connect to the Hardware any accessory, exhibit or additional equipment other than that which has been supplied by or approved by Supplier and to maintain all necessary security procedures when operating the Hardware, especially to always use latest updated software with applied security patches and updated antivirus protection in any devices connected to the Hardware, if applicable; to ensure that the Hardware is always kept in optimum operating condition (except only for fair wear and tear); to keep possess of the Hardware, and not do anything that will interfere with Supplier’s ownership interest in the Hardware, including without limitation, not selling, underletting or lending the Hardware nor allowing the creation of any mortgage, charge, lien or other security interest in respect of it, however the Hardware will be used by handling companies and airlines operating within Prague Airport; to notify Supplier promptly of all material matters relating to the Hardware including if the Hardware is lost, stolen, damaged or confiscated; and not to use or allow the Hardware to be used for any unlawful purpose. The Supplier will not be liable for any Hardware Defects or Errors caused by use other than in clause 5.3, negligent acts or omissions, incorrect usage, improper treatment, or use of the Hardware, its physical damage, or theft caused by employees of the Customer or any third person; or modifications or maintenance of the Hardware that were not performed by or on behalf of Supplier, or exclusions from standard warranty terms as specified in Annex no. 8 . The Customer will be in such case obliged to indemnify the Supplier within the scope of costs relating to repair or replacement of the damaged or stolen Hardware. To avoid any doubts, the Parties expressly stipulate that the Hardware shall be for the entire Initial Term and, if extended in accordance with article 11., the Extended Term of the Agreement owned by the Supplier and the Customer shall enable the Supplier to pick up the Hardware within fourteen (14) days from the termination of this Agreement; the Supplier shall pick up the Hardware within ninety (90) days from receiving the Customer's request to do so at the Place of Performance. A record signed by both Parties shall be drawn-up on Hardware pickup. Customer will ensure that Hardware that is returned to Supplier is in good working condition, except for fair wear and tear. If Customer desires at its option to establish ownership of the Hardware at the end of the Initial Term or (if applicable) the Extended Term (described in Section 11), then no later than sixty (60) days prior to the end of such Initial Term or (if applicable) the Extended Term, Customer shall send written notice of such desire to Supplier. Upon Supplier’s receipt of such notice, the Parties shall negotiate in good faith to agree the terms of ownership (including additional fees payable by Customer to Supplier) as agreed in writing and signed by both Parties. Once signed, Section 5.5 above shall no longer apply. If Supplier does not receive notice as described in this Section 5.5.1, or if Supplier receives notice but the Parties have not or are unable to agree the written terms of ownership prior to the end of the Initial Term or the Extended Term, then Supplier shall continue to own the Hardware and Section 5.5 shall continue to apply. The Supplier furthermore undertakes to provide maintenance and remote administration of the Hardware for the entire Initial Term of the Agreement. Price of maintenance and remote administration of the Hardware is included in the Service Fee pursuant to this Agreement for the Initial Term. The Hardware maintenance services shall comprise the manufacturer’s warranty and those services stipulated in clause 7.12 (On-Site support). During the Extended Term, the manufacturer’s warranty of the Hardware will have expired. Accordingly, the Minimum Monthly Service Fee as specified in art. 10.2 hereof shall be increased up to 10% during the Extended Term to cover the support and maintenance of the Hardware during the Extended Term. However, in case that the particular Hardware will no longer be supported by the manufacturer or the particular Hardware will be beyond repair, a new Hardware shall be obtained by the Customer. The Supplier declares that Hardware: complies with the specifications given in Annex No. 2 hereof, will be free from any Defects, satisfies all the requirements laid down by applicable legal regulations, and legally binding public health, healthcare standards as well as similar standards concerning such goods, The Supplier undertakes to deliver together with the Hardware to the Customer the papers and documents relating to the Hardware, including in particular: instructions for use of the Hardware and possibly also other documents necessary for a proper and complete training of the operators of the Hardware, documents confirming the usability of the Hardware on the territory of the Czech Republic and their compliance with applicable EU legal regulations. Customer shall only use Hardware provided or certified by Supplier within the System. If Customer uses equipment not provided or certified by Supplier within the System, the System may be compromised and additional System support charges may be payable. Certain third party software may be included with the Hardware (e.g. Windows), which will be governed by the terms of the applicable license agreement. Customer is responsible for complying with the terms of the license agreement, provided that compliance with the terms of the license agreement will not restrict Customer’s ability to use the System to the extent contemplated by this Agreement. Customer shall ensure that its users and personnel comply with PCI DSS standards when using the relevant System to process, capture or enter credit card details. Customer shall ensure physical security of the relevant Hardware at Customer's premises to ensure they are not tampered with in a way that could put at risk PCI DSS compliance. Customer shall allow relevant PCI DSS audits of the relevant System and components. Customer shall indemnify and hold harmless Supplier and its affiliates in respect of any third party claims and losses arising directly or indirectly from a breach of this provision and the limitation of liability shall not apply. Supplier reserves the right to introduce technical or procedural mechanisms to contain or mitigate any breach hereof. In case of Customer failure to comply with this clause, Supplier reserves the right to disable the affected non-compliant functionality. Supplier shall not be responsible for PCI-DSS compliance of airline or other third party applications and systems.

Pilot Operation. The Pilot Operation starts after Installation of the first EUW according to EUW Installation Schedule, unless otherwise agreed by the Parties and ends fourteen (14) Days after Installation of the last EUW according to EUW Installation Schedule. In case the Customer fails to appear on the date specified for performance of the Pilot Operation, and does not appear even in the additionally provided time period of three (3) Business Days from after the Supplier's repeated request, the Pilot Operation will be considered finished without Defects. The Parties will sign a record of the completed Pilot Operation. The number of Defects to the end of the Pilot Operation shall not exceed the following values: If the record of the completed Pilot Operation implies that the Work does not meet the criteria stated in art. 4.11.4 hereof, the Supplier will remove the detected Defects and, after they are removed, the Supplier will call the Customer to start the Pilot Operation with the art. 4.11 hereof being applied as appropriate. The procedure of testing and subsequent defect removal will repeat until the Supplier meets the acceptance criteria stated in art. 4.11.4 hereof, however, no more than twice (2x) and no later than by date set in the Time Schedule. After the Pilot Operation is successfully completed and the acceptance criteria are met pursuant to article 4.11.4 hereof, the Customer will check and confirm the completeness of the Documentation and the Parties will sign the Handover Protocol. The Handover Protocol will contain a list of the remaining Defects and security issues detected during the Penetration Test and/or Pilot Operation with the time period set for removal thereof; in the absence of such time period for Defect removal, the time period is assumed to be twenty (20) Business Days from the day of signing of the Handover Protocol. HARDWARE The Supplier undertakes to deliver to the Customer Hardware in specifications and numbers specified in Annex No. 2 hereto and to enable the Customer to use such Hardware for the entire Initial Term and, if extended in accordance with article 11, the Extended Term term of the Agreement subject to the terms of this article 5Agreement. Any upgrades required to the Hardware triggered by the Customer’s request for change or new functionality should be at Customer’s expense. Customer shall have no interest or right in such Hardware, except to use it in accordance with this Agreement. Title to the Hardware shall remain with Supplier. Supplier retains the right to substitute the whole or any part of the Hardware with equipment of similar or improved specification, on reasonable prior notice to Customer, if Supplier deems such substitution necessary or desirable for the performance of the Agreement. Customer will be responsible to Supplier for any damage to or loss of the Hardware, and will bear all risks related to the Hardware, from the moment of its Installation according to EUW Installation Schedule or the respective Order or from the moment of substitution of the Hardware under Article 5.1 of this Agreement. Customer shall maintain appropriate insurance covering the Hardware against these risks. For the entire Initial Term of the Agreement, the Supplier will be responsible for functionality of the provided Hardware and shall eliminate any and all Errors. Notwithstanding the aforementioned, Customer undertakes: to operate the Hardware in accordance with Supplier’s or the relevant manufacturer’s operating instructions and any applicable local, national and/or international regulations; to ensure that proper environmental conditions as recommended by Supplier or the relevant manufacturer are maintained for the Hardware and that the exterior surfaces are kept in reasonable condition; not to make any modifications to the Hardware, or disconnect, remove, alter or interfere with the Hardware; and not to physically connect to the Hardware any accessory, exhibit or additional equipment other than that which has been supplied by or approved by Supplier and to maintain all necessary security procedures when operating the Hardware, especially to always use latest updated software with applied security patches and updated antivirus protection in any devices connected to the Hardware, if applicable; to ensure that the Hardware is always kept in optimum operating condition (except only for fair wear and tear); to keep possess of the Hardware, and not do anything that will interfere with Supplier’s ownership interest in the Hardware, including without limitation, not selling, underletting or lending the Hardware nor allowing the creation of any mortgage, charge, lien or other security interest in respect of it, however the Hardware will be used by handling companies and airlines operating within Prague Airport; to notify Supplier promptly of all material matters relating to the Hardware including if the Hardware is lost, stolen, damaged or confiscated; and not to use or allow the Hardware to be used for any unlawful purpose. The Supplier will not be liable for any Hardware Defects or Errors caused by use other than in clause 5.3, negligent acts or omissions, incorrect usage, improper treatment, or use of the Hardware, its physical damage, or theft caused by employees of the Customer or any third person; or modifications or maintenance of the Hardware that were not performed by or on behalf of Supplier, or exclusions from standard warranty terms as specified in Annex no. 8 . The Customer will be in such case obliged to indemnify the Supplier within the scope of costs relating to repair or replacement of the damaged or stolen Hardware. To avoid any doubts, the Parties expressly stipulate that the Hardware shall be for the entire Initial Term and, if extended in accordance with article 11., the Extended Term term of the Agreement owned by the Supplier and the Customer shall enable the Supplier to pick up the Hardware within fourteen (14) days from the termination of this Agreement; the Supplier shall pick up the Hardware within ninety (90) days from receiving the Customer's request to do so at the Place of Performance. A record signed by both Parties shall be drawn-up on Hardware pickup. Customer will ensure that Hardware that is returned to Supplier is in good working condition, except for fair wear and tear. If Customer desires at its option to establish ownership of the Hardware at the end of the Initial Term or five (if applicable5) the Extended year Agreement Term (described in Section 11), then no later than sixty (60) days prior to the end of such Initial Term or (if applicable) the Extended Agreement Term, Customer shall send written notice of such desire to Supplier. Upon Supplier’s receipt of such notice, the Parties shall negotiate in good faith to agree the terms of ownership (including additional fees payable by Customer to Supplier) as agreed in writing and signed by both Parties. Once signed, Section 5.5 above shall no longer apply. If Supplier does not receive notice as described in this Section 5.5.1, or if Supplier receives notice but the Parties parties have not or are unable to agree the written terms of ownership prior to the end of the Initial Term or the Extended five (5) year Agreement Term, then Supplier shall continue to own the Hardware and Section 5.5 shall continue to apply. The Supplier furthermore undertakes to provide maintenance and remote administration of the Hardware for the entire Initial Term term of the Agreement. Price of maintenance and remote administration of the Hardware is included in the Service Fee pursuant to this Agreement for the Initial TermAgreement. The Hardware maintenance services shall comprise the manufacturer’s warranty and those services stipulated in clause 7.12 (On-Site support). During the Extended Term, the manufacturer’s warranty of the Hardware will have expired. Accordingly, the Minimum Monthly Service Fee as specified in art. 10.2 hereof shall be increased up to 10% during the Extended Term to cover the support and maintenance of the Hardware during the Extended Term. However, in case that the particular Hardware will no longer be supported by the manufacturer or the particular Hardware will be beyond repair, a new Hardware shall be obtained by the Customer. The Supplier declares that Hardware: complies with the specifications given in Annex No. 2 hereof, will be free from any Defects, satisfies all the requirements laid down by applicable legal regulations, and legally binding public health, healthcare standards as well as similar standards concerning such goods, The Supplier undertakes to deliver together with the Hardware to the Customer the papers and documents relating to the Hardware, including in particular: instructions for use of the Hardware and possibly also other documents necessary for a proper and complete training of the operators of the Hardware, documents confirming the usability of the Hardware on the territory of the Czech Republic and their compliance with applicable EU legal regulations. Customer shall only use Hardware provided or certified by Supplier within the System. If Customer uses equipment not provided or certified by Supplier within the System, the System may be compromised and additional System support charges may be payable. Certain third party software may be included with the Hardware (e.g. Windows), which will be governed by the terms of the applicable license agreement. Customer is responsible for complying with the terms of the license agreement, provided that compliance with the terms of the license agreement will not restrict Customer’s ability to use the System to the extent contemplated by this Agreement. Customer shall ensure that its users and personnel comply with PCI DSS standards when using the relevant System to process, capture or enter credit card details. Customer shall ensure physical security of the relevant Hardware at Customer's premises to ensure they are not tampered with in a way that could put at risk PCI DSS compliance. Customer shall allow relevant PCI DSS audits of the relevant System and components. Customer shall indemnify and hold harmless Supplier and its affiliates in respect of any third party claims and losses arising directly or indirectly from a breach of this provision and the limitation of liability shall not apply. Supplier reserves the right to introduce technical or procedural mechanisms to contain or mitigate any breach hereof. In case of Customer failure to comply with this clause, Supplier reserves the right to disable the affected non-compliant functionality. Supplier shall not be responsible for PCI-DSS compliance of airline or other third party applications and systems.