CONFORMED COPY DatedU 23 July 1995 THE OPERATORS NAMED IN SCHEDULE 1 - and - RAIL SETTLEMENT PLAN LIMITED TICKETING AND SETTLEMENT AGREEMENT VOLUME 1 THE MAIN AGREEMENT CONTENTS RECITALS Page CHAPTER 1: STATUS OF THIS AGREEMENT 19 1-1 BINDING NATURE OF THIS AGREEMENT 19 1-2 APPROVAL OF THIS AGREEMENT 19 CHAPTER 2: DEFINITIONS 20 2-1 DEFINED TERMS 20 2-2 THE DEFINITIONS 20 CHAPTER 3: GENERAL PROVISIONS 53 3-1 COMMENCEMENT 53 3-2 TERMINATION 54 3-3 NOTIFICATION TO THE OPERATORS 54 3-4 CONFIDENTIALITY 55 3-5 ACTION BY THE AUTHORITY 57 3-6 GENERAL PROVISIONS CONCERNING THE RSP 57 3-7 NON-ASSIGNABILITY 58 3-8 DELEGATION BY THE OPERATORS 59 3-9 DELEGATION BY THE RSP 59 3-10 REVIEW OF THE ACTIVITIES OF THE RSP’S AND THE OPERATORS’ DELEGATES 61 3-11 AGREEMENTS ENTERED INTO BY THE RSP 61 3-12 ACTIONS OF THE REPRESENTATIVE BODIES 62 3-13 SERVICE OF DOCUMENTS 63 3-14 TIME LIMITS 64 3-15 INVALIDITY 64 3-16 TIME OF THE ESSENCE 64 3-17 WAIVERS 64 3-18 LIABILITY OF THE OPERATORS 65 3-19 FORCE MAJEURE 65 3-20 GENERAL VAT INDEMNITY 66 3-21 COMPLIANCE WITH VAT PROCEDURES 67 3-22 GOVERNING LAW AND DISPUTE RESOLUTION 67 CHAPTER 4: THE INTRODUCTION OF RAIL PRODUCTS AND NON- RAIL PRODUCTS 68 PART I: CREATION OF FARES 68 4-1 THE FARES SETTING ROUND 68 4-2 TYPES OF FARE 68 4-3 PROCESS OF CREATING A FARE 68 4-4 REQUIREMENT TO CREATE FARES PRIOR TO SELLING THEM 69 4-5 THE CREATION OF FARES BY OPERATORS 69 4-6 NATIONAL CLASSES OF ACCOMMODATION 71 4-7 CREATION OF NEW FLOWS, MODIFICATION AND ABOLITION OF EXISTING FLOWS 71 4-8 PROCEDURE FOR OBTAINING THE AUTHORITY’S CONSENT 74 4-9 EXISTING PRODUCTS 74 4-10 CHANGING OR REMOVING A FARE 74 ( ii ) PART II: INCLUDING RIGHTS TO OTHER GOODS AND SERVICES IN A FARE 80 4-11 ABILITY TO INCLUDE OTHER RIGHTS WITHIN A FARE 80 4-12 INCLUSION OF RIGHTS WITHIN FARES BY OTHER OPERATORS 81 4-13 SETTLEMENT WITH THIRD PARTIES 82 PART III: CREATION OF FARES UNILATERALLY OR BY AGREEMENT 83 4-14 APPLICATION OF PART III 83 4-15 DEDICATED FARES 83 4-16 THROUGH FARES AND INTER-AVAILABLE FARES CREATED BY AGREEMENT BETWEEN OPERATORS 83 PART IV: CREATION BY LEAD OPERATORS OF THROUGH FARES AND INTER-AVAILABLE FARES ON COMPULSORY INTER-AVAILABLE FLOWS 84 4-17 APPLICATION OF PART IV 84 4-18 COMPULSORY INTER-AVAILABLE FLOWS 84 4-19 THE LEAD OPERATOR 84 4-20 CREATING FARES FOR A COMPULSORY INTER-AVAILABLE FLOW 85 4-21 DUTY OF THE LEAD OPERATOR TO ACT IN AN EVEN-HANDED MANNER 85 4-22 RESTRICTION ON THE CREATION OF ADVANCE PURCHASE TRAIN- SPECIFIC FARES 86 4-23 RESTRICTION ON THE CREATION OF FARES WHICH REQUIRE A RESERVATION 86 4-24 RESTRICTION ON THE CREATION OF FIRST CLASS FARES 86 4-25 RESTRICTION ON THE CREATION OF FARES UNDER PART III 87 4-26 INTER-AVAILABILITY DIRECTIONS 90 4-27 PROCEDURE FOR MAKING AN INTER-AVAILABILITY DIRECTION 91 4-28 CHANGING THE LEAD OPERATOR 91 4-29 NOTICE TO THE RSP OF A NEW LEAD OPERATOR 93 4-30 THE POWERS OF THE NEW LEAD OPERATOR 93 PART V: CREATION OF THROUGH FARES BY MAJOR FLOW OPERATORS 94 4-31 APPLICATION OF PART V 94 4-32 MAJOR FLOW OPERATORS 94 4-33 CREATING A THROUGH FARE FOR A NON-COMPULSORY INTER- AVAILABLE FLOW 94 4-34 RESTRICTION ON THE CREATION OF ADVANCE PURCHASE TRAIN- SPECIFIC FARES 95 4-35 RESTRICTION ON THE CREATION OF FARES WHICH REQUIRE A RESERVATION 95 4-36 DUTY OF THE MAJOR FLOW OPERATOR TO ACT IN AN EVEN-HANDED MANNER 95 PART VI: CREATION OF NON-RAIL PRODUCTS 97 4-37 TERMINOLOGY 97 4-38 ABILITY TO CREATE NON-RAIL PRODUCTS 97 4-39 CHANGING OR REMOVING A NON-RAIL PRODUCT 97 PART VII: CREATION OF DISCOUNT CARDS AND DISCOUNT SCHEMES 99 ( iii ) 4-40 TERMINOLOGY 99 4-41 ABILITY TO CREATE DISCOUNT CARDS AND DISCOUNT SCHEMES 99 4-42 USE OF TICKETS AND OTHER DOCUMENTS AS DISCOUNT CARDS 99 4-43 DISCOUNT CARDS EXISTING AT THE DATE OF THIS AGREEMENT 99 4-44 CHANGING OR REMOVING A DISCOUNT CARD OR DISCOUNT SCHEME 100 4-45 PROVISION OF INFORMATION TO THE RSP 100 PART VIII: RESERVATIONS 103 4-46 TERMINOLOGY 103 4-47 ABILITY TO CREATE RESERVATIONS 103 4-48 OPERATORS’ ABILITY TO REQUIRE OR MAKE AVAILABLE RESERVATIONS 103 4-49 CHANGING OR REMOVING A RESERVATION 104 4-50 PROVISION OF INFORMATION TO THE RSP 104 PART IX: UPGRADES 106 4-51 TERMINOLOGY 106 4-52 ABILITY TO CREATE UPGRADES 106 4-53 OPERATORS’ ABILITY TO REQUIRE OR MAKE AVAILABLE UPGRADES 106 4-54 CHANGING OR REMOVING AN UPGRADE 106 4-55 PROVISION OF INFORMATION TO THE RSP 106 PART X: INFORMATION ABOUT RAIL PRODUCTS AND NON-RAIL PRODUCTS 108 4-56 PROVISION OF INFORMATION ABOUT PERMANENT FARES 108 4-57 USE OF INFORMATION ABOUT RAIL PRODUCTS AND NON-RAIL PRODUCTS 108 4-58 FARES DATA 108 4-59 THE ROUTEING GUIDE 109 PART XI: GENERAL PROVISIONS 111 4-60 NOTIFICATION TO THE RSP ON BEHALF OF A GROUP OF OPERATORS 111 4-61 CREATION OF TRAVELCARDS 112 4-62 SYSTEMS LIMITATIONS 113 4-63 EFFECT OF CHANGES TO THE RATE OF VAT 113 4-64 CALCULATION OF CHARGES 114 PART XII: TRANSITIONAL PROVISIONS FOLLOWING THE TERMINATION OF A FRANCHISE 115 4-65 EFFECT ON EXISTING RAIL PRODUCTS AND NON-RAIL PRODUCTS 115 CHAPTER 5: PRODUCT BRANDS AND SOFTWARE 117 5-1 OWNERSHIP 117 5-2 THE TRADE MARKS LICENCE 117 5-3 CHANGES TO THE USER RULES 118 5-4 REGISTRATION OF THE MARKS 118 5-5 CHANGES TO SCHEDULE 13 119 5-6 LICENCE AGREEMENTS 119 5-7 GOODWILL 120 5-8 WRITTEN MATERIAL 120 5-9 NO PASSING OFF 120 5-10 MAINTAINING TRADE MARK REGISTRATIONS 120 5-11 INFRINGEMENT 120 5-12 WARRANTIES 122 ( iv ) 5-13 ASSIGNMENT 123 5-14 PROHIBITION ON CHARGING 123 5-15 TERMINATION OF THE TRADE MARKS LICENCE 123 5-16 SOFTWARE AND COPYRIGHT WORKS LICENCE 123 5-17 OWNERSHIP OF SOFTWARE AND COPYRIGHT WORKS 124 5-18 OPERATION AND MAINTENANCE OF THE SOFTWARE 125 5-19 SUB-LICENCE OF RAILTRACK SOFTWARE 125 5-20 OWNERSHIP OF RAILTRACK 125 5-21 MAINTENANCE OF THE RAILTRACK SOFTWARE 126 CHAPTER 6: RETAILING 127 PART I: LEAD RETAILERS 127 6-1 LEAD RETAILERS 127 6-2 NEW STATIONS 127 6-3 CHANGING THE LEAD RETAILER 128 6-4 WHERE THE LEAD RETAILER'S TRAINS NO LONGER STOP AT A STATION 129 6-5 PROCEDURE FOR THE MAKING OF CHANGES 130 PART II: RAIL PRODUCTS AND NON-RAIL PRODUCTS WHICH OPERATORS HAVE A RIGHT TO SELL 132 6-6 RAIL PRODUCTS THAT MAY BE SOLD 132 6-7 RESTRICTIONS ON THE SALE OF FARES 134 6-8 THE ISSUE OF PERMITS TO TRAVEL 136 6-9 NON-RAIL PRODUCTS THAT MAY BE SOLD 137 6-10 AMOUNT THAT MAY BE CHARGED 137 6-11 DISCOUNTS FOR CHILDREN 140 PART III: RAIL PRODUCTS AND NON-RAIL PRODUCTS WHICH OPERATORS MUST OFFER FOR SALE 141 6-12 REGULATED STATIONS 141 6-13 DEFINITION OF "BASIC PRODUCT” 141 6-14 LEAD RETAILERS' OBLIGATIONS IN RESPECT OF BASIC PRODUCTS 142 6-15 APTIS AND SPORTIS 144 6-16 TICKET OFFICE OPENING 144 6-17 MINOR CHANGES TO THE SCOPE OF A LEAD RETAILER'S OBLIGATIONS 145 6-18 MAJOR CHANGES TO THE SCOPE OF THE LEAD RETAILERS' OBLIGATIONS 147 6-19 CONSIDERATION OF MAJOR CHANGES BY THE AUTHORITY 151 PART IV: RETAILING THROUGH INTERNET SITES AND TELEPHONE SALES OFFICES AND SITES 153 6-20 INTERNET SITES, TELEPHONE SALES OFFICES AND SITES THAT ARE IMPARTIAL POINTS OF SALE 153 PART V: COMMISSION 159 6-21 ENTITLEMENT TO COMMISSION 159 6-22 NATIONAL STANDARD RATES OF COMMISSION 160 6-23 AGREEMENT ON RATES OF COMMISSION 161 6-24 PAYMENT OF COMMISSION 163 PART VI: RETAILING STANDARDS 165 6-25 RIGHTS AND RESTRICTIONS 165 6-26 ISSUE OF TICKETS AND RESERVATION VOUCHERS 165 ( v ) 6-27 SALE OF DISCOUNT CARDS 167 6-28 DESIGNATION OF POINTS OF SALE 168 6-29 DESIGNATION OF INFORMATION CENTRES 169 6-30 THE IMPARTIALITY OBLIGATION 170 6-31 MATCHING OF FARES TO PRODUCE A THROUGH JOURNEY 173 6-32 SALE OF FARES THROUGH SELF-SERVICE TIMS 173 6-33 PROVISION OF INFORMATION AT IMPARTIAL POINTS OF SALE AND IMPARTIAL INFORMATION CENTRES 173 6-34 ROUTEING GUIDE 174 6-35 OPERATOR SUPPORT 175 6-36 SERVICE QUALITY 176 6-37 STAFF 177 PART VII: PROMOTIONAL MATERIAL 180 6-38 ALLOCATION OF DISPLAY SPACE 180 6-39 USE OF DISPLAY SPACE 181 6-40 CONTACTS 181 6-41 PROMOTIONAL MATERIAL AT INFORMATION CENTRES 182 PART VIII: MISCELLANEOUS 183 6-42 PERFORMANCE MONITORING 183 6-43 REMEDIAL ACTIONS 183 6-44 RESERVE POWERS 184 6-45 DELEGATION OF POWERS 185 6-46 DISPUTES 185 6-47 REFERRAL TO THE AUTHORITY 185 6-48 DUPLICATE TICKETS AND DUPLICATE DISCOUNT CARDS 186 6-49 REFUNDS 187 6-50 SEASON TICKET FARE EXTENSIONS 189 CHAPTER 7: METHODS OF PAYMENT 190 PART I: GENERAL 190 7-1 REQUIREMENT TO ACCEPT CERTAIN METHODS OF PAYMENT 190 7-2 ABILITY TO ACCEPT OTHER METHODS OF PAYMENT 190 7-3 PAYMENT DEFAULTS 191 PART II: NOMINATED CREDIT CARDS 192 7-4 DESIGNATION OF CREDIT CARDS AS NOMINATED CREDIT CARDS 192 7-5 NOMINATED CREDIT CARDS AT THE DATE OF THIS AGREEMENT 192 7-6 REMOVAL OF A CREDIT CARD'S DESIGNATION AS A NOMINATED CREDIT CARD 192 PART III: PROCESSING OF INFORMATION RELATING TO NOMINATED CREDIT CARDS 194 7-7 FUNCTIONS OF THE RSP 194 7-8 MASTERCARD/EURO AND VISA SALES WHICH ARE PROCESSED MANUALLY 194 7-9 PROVISION OF INFORMATION ABOUT CREDIT CARD SALES TO THE RSP 195 7-10 PROVISION OF INFORMATION ABOUT CREDIT CARD REFUNDS TO THE RSP 196 7-11 THE RSP’S REQUIREMENTS ABOUT THE INFORMATION WHICH IS TO BE PROVIDED 196 7-12 SUPPLYING DATA 198 7-13 DATA RE-CREATION IN RELATION TO CREDIT CARD SALES AND REFUNDS 199 ( vi ) 7-14 THE RSP’S CHARGES FOR DATA RE-CREATION 200 7-15 PROVISION OF INFORMATION BY THE RSP TO THE CREDIT CARD COMPANIES 201 7-16 DAILY NOTIFICATION TO THE NOMINATING OPERATORS 201 7-17 SUPPLY OF ACCOUNTING INFORMATION TO THE OPERATORS 202 7-18 NON-ACCEPTANCE OF INFORMATION BY A CREDIT CARD COMPANY 203 PART IV: MISCELLANEOUS PROVISIONS 204 7-19 CHARGEBACKS 204 7-20 "HOT CARDS" AND OTHER INFORMATION 204 PART V: WARRANTS AND THE WARRANTS ADMINISTRATOR 205 7-21 USE OF WARRANTS 205 7-22 PAYMENT TO THE RSP 206 7-23 REFUNDS 206 7-24 THE WARRANTS ADMINISTRATOR