Q: To avoid the $3.50 fees that
will kick in starting Sept. 1, it looks like my agency has no
choice but to enroll in our vendor's so-called optional program,
under which we will be protected from fees and will have access to
full content. Our vendor, Worldspan, has just sent us a contract
amendment that we are being pressured to sign immediately. Is there
anything we need to watch out for in that document?
A:
In a recent column, "Sabre's Efficient Access Solution is no big win for travel
agencies," I said that Sabre's amendment was designed to "leave
agencies as powerless as possible." Worldspan has now bested Sabre
in the one-sidedness of its optional program amendment.
I see no less than
eight legal problems in the two-page amendment. The problems are so
extensive that you have to wonder whether Worldspan is not
intentionally taking advantage of its agency customers when they at
their most vulnerable.
First, you cannot
wait until close to Sept. 1 before deciding whether to sign. If you
do, then the amendment will not become effective until the second
Monday after Worldspan signs it, and you have no control over when
Worldspan gets around to signing.
Second, what
Worldspan promises you is extremely vague. You get to "access the
Super Content," which Worldspan can "revise" at any time without
advance notice, based on its "relationships with the program
airlines," but those relationships are, of course, not reliably
detailed in the contract.
Third, "Super
Content" is undefined and is less than the "full content" Worldspan
has touted. (See Dennis Schaal's story, "AA-Worldspan pact redefines 'full content' for agents,
GDS.") A Securities and Exchange Commission
document filed by Worldspan shows that at least one program airline
can offer some fares only on its Web site and through call
centers.
Fourth, Worldspan
takes this opportunity to force you to waive all claims that you
may have against it, such as disputed invoices. If you think that
Worldspan has overcharged you but you have not had time to research
the matter and bring it to Worldspan's attention, the amendment
nullifies that claim.
Fifth, Worldspan
has decided to head off any Orbitz-like controversies by
prohibiting you from "blending" Worldspan data with data from any
other source. This prohibits you from producing management
information reports for clients if the reports combine Worldspan
and, say, Southwest Airlines data into one useful
report.
Sixth, under the
amendment, Worldspan can start charging you for bookings if there
is a future change in the "customary financial structure" of any
vendor's GDS contracts. If that happens, you can terminate the
whole contract, but only if you repay a pro rata portion of your
signing bonus.
Seventh, there is
no way out of the program, even if one or more airlines decide to
stop charging the $3.50 fee. You enlist for the life of your
contract.
Last, if Worldspan
decides to become competitive with Sabre and Galileo by offering
better financial terms to agencies that have not enrolled
immediately, you will have no rights to get the same
terms.
Mark Pestronk
is a Washington-based attorney specializing in travel
law.