TripMapper for Business Terms of Service

In these TripMapper for Business Terms of Service ("Agreement"), TRIPMAPPER LTD (incorporated and registered in England and Wales with company number 12755452 whose registered office is at 20-22 Wenlock Road, London, England, N1 7GU) is referred to as "TripMapper" or "we" or "our" or "us".

TripMapper has developed the TripMapper for Business software-as-a-service platform ("TripMapper for Business Platform") which it makes available to subscribers on a subscription basis for the purpose of planning and managing travel itineraries. The Customer (as defined below) wishes to use the TripMapper for Business Platform in its business operations.

TripMapper has agreed to provide and the Customer has agreed to pay for the TripMapper for Business Platform subject to the terms and conditions of this Agreement.

"Customer" or "you" or "your" means the entity you represent in accepting this Agreement or, if that does not apply, you individually. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to this Agreement, and (ii) you agree to the terms and conditions of this Agreement on behalf of the party that you represent. If you don’t have the legal authority to bind your employer or the applicable entity please do not click the “I agree to the terms of service” (or similar button or checkbox) that is presented to you.

This Agreement is entered into by and between TripMapper and the Customer.

IT IS IMPORTANT THAT YOU READ AND UNDERSTAND THIS AGREEMENT. BY CLICKING THE “I AGREE TO THE TERMS OF SERVICE AND I ACKNOWLEDGE THE PRIVACY POLICY AND COOKIE POLICY” (OR SIMILAR BUTTON OR CHECKBOX); BY ACCESSING OR USING THE SERVICES ('SERVICES' AS DEFINED BELOW); OR BY CREATING A CUSTOMER ADMINISTRATOR ACCOUNT ('CUSTOMER ADMINISTRATOR ACCOUNT' AS DEFINED BELOW) OR AN AUTHORISED USER ACCOUNT ('AUTHORISED USER ACCOUNT' AS DEFINED BELOW) AS APPLICABLE, YOU ACCEPT THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT. FOR NO CHARGE PRODUCTS AND SERVICES ('NO CHARGE PRODUCTS AND SERVICES' AS DEFINED BELOW), YOU ALSO INDICATE YOUR ACCEPTANCE TO THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT BY ACCESSING OR USING THE APPLICABLE NO CHARGE PRODUCTS AND SERVICES.

IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, YOU MUST NOT USE OUR SERVICES INCLUDING THE NO CHARGE PRODUCTS AND SERVICES.

Please note this Agreement does not apply to the use of the TripMapper web application and mobile application for consumers, which is made available for personal use only. The terms of service for the consumer web application and mobile application can be found here.

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this Agreement. 

"API": application programming interface.

"Applicable Laws": all applicable laws, statutes, regulations from time to time in force.

"Authorised User": an employee or Contractor of the Customer who is authorised by the Customer to access and use the Services and the Documentation.

"Authorised User Account": the account associated with and managed by the Customer Administrator Account enabling an Authorised User to access or use the Services.

"Beta Offerings": pre-release services, features, or functions identified as beta, preview, early access, or words or phrases with similar meanings.

"Business Day": a day other than a Saturday, Sunday or public holiday in England.

"Change of Control": shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

"Confidential Information": information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, clients, suppliers, products, affairs and finances of the parties for the time being confidential to the parties and trade secrets including, without limitation, technical data and know-how relating to the business of the parties or any of its suppliers, customers, clients, agents, distributors, shareholders, management or business contacts, whether or not such information (if in anything other than oral form) is marked confidential.

"Contractor": an independent contractor or consultant of the Customer who is not a competitor of TripMapper.

"Controller", "processor", "data subject", "personal data", "personal data breach", "processing", "appropriate technical and organisational measures" and "special categories of personal data": as defined in the Data Protection Legislation.

"Customer Administrator Account": the account established by the Customer when they signed up to access or use the Services. This account has administrative controls.

"Customer Data": any data, content, video, images or other materials of any type inputted or submitted to the TripMapper for Business Platform by the Customer, Authorised Users or TripMapper on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services. In this context, “inputted” or “submitted” (and any similar term) includes submitting, uploading, transmitting or otherwise making available Customer Data to or through the Services.

"Data Protection Legislation": the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications).

"Documentation": any support documentation and user instructions for the Services made available to the Customer by TripMapper as amended from time to time.

"Effective Date": the date you first click “I agree to the terms of service” (or similar button or checkbox) or first use or access the Services, whichever is earlier.

"End User": an individual you permit or invite to use the Services. For the avoidance of doubt: (a) individuals invited by your End Users, (b) Authorised Users, and (c) individuals interacting with the Services as your client are also considered End Users.

"Feedback": comments, questions, ideas, suggestions, proposed modifications or improvements, testimonials, ratings, reviews, bug reports, or other feedback relating to the Services and all other TripMapper products and services.

"Heightened Cybersecurity Requirements": any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to the Customer and/or an Authorised User relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.

"Intellectual Property Rights": patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

"No Charge Products and Services": evaluations, free accounts, Free Trials, and betas of certain TripMapper products or services offered to you at no charge.

"Notification Email Address": the email address the Customer used to sign up for the Customer Administrator Account.

"Order": TripMapper’s applicable online order page(s), flows, in-product screens or other TripMapper-approved ordering document or process describing the Services you are ordering from us and, as applicable, their permitted scope of use. As applicable, the paid-for Orders will identify: (i) the Subscription Plan and Subscription Term, (ii) the amount you’ve been charged and form of payment. Orders may also include free trials of the Services.

"Our Technology": all and any TripMapper products and services (including the Services and No Charge Products and Services), their “look and feel”, any and all related or underlying technology and any modifications or derivative works of the foregoing, including as they may incorporate Feedback.

"Payment Connect": the integration of a Payment Service Provider on the Services that facilitates the Customer to take electronic payment transactions from their clients.

"Payment Service Provider": a third party company that facilitates electronic payment transactions.

"Services": the subscription services for the TripMapper for Business Platform provided by TripMapper to the Customer under this Agreement.

"Software": all online software applications (which for the avoidance of doubt includes the TripMapper for Business Platform) provided by TripMapper as part of the Services.

"Subscription": the subscription purchased by the Customer which entitles the Customer and its Authorised Users to access and use the Services and the Documentation in accordance with this Agreement.

"Subscription Fees": the subscription fees payable by the Customer to TripMapper for the Subscription.

"Subscription Plans": the different Subscription plans TripMapper offers for the Services.

"Subscription Term": the subscription period for the Services as set out in the applicable Order.

"Taxes": any sales, use, GST, value-added, withholding, or similar taxes or levies.

"Third Party Platform": any third party software, software-as-a-service, data sources or other products or services that is integrated with or otherwise accessible through the Services.

"UK Data Protection Legislation": all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

"Virus": any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

"Vulnerability": a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

1.2 Clause headings shall not affect the interpretation of this Agreement.

1.3 In this Agreement TripMapper and the Customer are together the parties and each a party.

1.4 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.

1.9 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.

1.10 A reference to writing or written includes e-mail.

1.11 References to clauses are to the clauses of this Agreement.

2. Subscriptions

2.1 Subject to the Customer purchasing the Subscription in accordance with clause 8.3, the restrictions set out in this clause 2 and the other terms and conditions of this Agreement, TripMapper hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Customer (including Authorised Users) to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.

2.2 In relation to the Authorised Users, the Customer undertakes that:

(a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of Authorised Users specified in the applicable Subscription Plan as may be amended by TripMapper from time to time; and

(b) each Authorised User shall keep a secure password for their use of the Services and Documentation, that such password shall be changed frequently and that each Authorised User shall keep their password strictly confidential and not share it.

2.3 The Customer (including Authorised Users) shall not access, upload, store, distribute or transmit any Viruses, or any data, information or material during the course of its use of the Services that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitates illegal activity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;

(f) is otherwise illegal or causes damage or injury to any person or property;

(g) endangers the operation of the Services or other TripMapper customers;

and TripMapper reserves the right, without liability or prejudice to its other rights to the Customer, to remove the Customer Data immediately without notice and/or suspend your access to the Services and/or terminate this Agreement.

2.4 The Customer shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:

i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

b) access all or any part of the Services and Documentation (1) in order to build a product or service which competes with the Services and/or any other TripMapper products and services; or (2) for competitive analysis; or

(c) use the Services and/or Documentation to provide services to third parties other than their clients for the purposes of planning and managing their clients' travel itineraries as envisaged by this Agreement; or

(d) subject to clause 23.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party, or

(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or

(f) introduce or permit the introduction of, any Virus or Vulnerability into TripMapper's network and information systems; or

(g) encourage, assist or permit any third party to do any of the foregoing.

2.5 The Customer shall use its best endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, immediately notify TripMapper.

2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

3. Services

3.1 TripMapper shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this Agreement.

3.2 You acknowledge that the Services are online, subscription-based products, and that in order to provide improved customer experience, we may modify or make changes to the Services, and we may update the applicable Documentation accordingly. Subject to any obligation to provide the Services under existing Orders, we can discontinue any portion, functionality or feature of the Services for any reason at any time, temporarily or permanently without liability to you.

3.3 TripMapper shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for planned maintenance and necessary unscheduled maintenance.

3.4 TripMapper will, as part of the Services, provide the Customer with TripMapper's standard customer support services in accordance with TripMapper's TripMapper for Business Support Policy in effect at the time that the Services are provided. TripMapper may amend the TripMapper for Business Support Policy in its sole and absolute discretion from time to time.

3.5 If TripMapper makes access to any APIs available as part of the Services, TripMapper reserves the right to place limits on access to such APIs (e.g. limits on numbers of requests). Further, TripMapper may monitor the Customer's usage of such APIs and limit the number of requests the Customer may make. If TripMapper believes that the Customer's usage is in breach of this Agreement or may negatively affect the security, operability, or integrity of the Services (or otherwise impose liability on TripMapper).

3.6 If the Customer receives free access or a free trial to the Services (a "Free Trial"), then the Customer may use the Services in accordance with the terms and conditions of this Agreement for the period granted by TripMapper (the "Free Trial Period"). Free Trials are permitted solely for the Customer's use to determine whether to purchase a Subscription. Free Trials may not include all functionality and features accessible as part of a Subscription. If the Customer does not enter into a Subscription, this Agreement and the Customer's right to access and use the Services will terminate at the end of the Free Trial Period. Free Trials are provided at TripMapper’s sole discretion and TripMapper has the right to modify or terminate your Free Trial at any time and for any reason, without liability to you. Notwithstanding anything to the contrary in this Agreement, TripMapper will have no warranty or indemnity with respect to Free Trials. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to Free Trials, including any support, warranty and indemnity obligations.

3.7 The Customer may choose to use Beta Offerings in its sole discretion. The Customer understands and acknowledges that it uses Beta Offerings at its own risk. Beta Offerings are still under development, may be inoperable, may be incomplete, may contain errors, bugs or design flaws and may not always be supported, fully functional, reliable and/or available. Beta Offerings may be changed or removed at any time without notice. We make no promises that any Beta Offerings will ever be made generally available. TripMapper makes no warranties regarding Beta Offerings and will have no liability  or obligation whatsoever arising out of or in connection with Beta Offerings. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to Beta Offerings, including any support, warranty and indemnity obligations.

3.8 We may modify any of our policies related to the Services from time to time in order to respond to changes in our products, services, our business, or Applicable Laws. Modifications to our policies will take effect automatically as of the effective date specified for the updated policies.

4. Customer data

4.1 The Customer shall own all right, title and interest in and to all of the Customer Data in the form submitted to the Services and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

4.2 Subject to this Agreement, and solely to the extent necessary to provide the Services to you, you grant us a worldwide licence to access, use, process, copy, distribute, perform, export, and display Customer Data. Solely to the extent that reformatting Customer Data for display in the Services constitutes a modification or derivative work, the foregoing licence also includes the right to make modifications and derivative works. We may also access your accounts, Customer Administrator Account and/or Authorised User Accounts in order to respond to your support requests.

4.3 TripMapper shall follow its archiving procedures for Customer Data, as may be amended by TripMapper in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against TripMapper shall be for TripMapper to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by TripMapper in accordance with the archiving procedure. TripMapper shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by TripMapper to perform services related to Customer Data maintenance and back-up).

4.4 TripMapper shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Data available at https://business.tripmapper.co/privacy-policy or such other website address as may be notified to the Customer from time to time. Such document may be amended from time to time by TripMapper in its sole discretion.

4.5 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 4 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

4.6 The parties acknowledge that:

(a) if TripMapper processes any personal data on the Customer's behalf when performing its obligations under this Agreement, the Customer is the controller and TripMapper is the processor for the purposes of the Data Protection Legislation.

(b) TripMapper’s Privacy Policy sets out the scope, nature and purpose of processing by TripMapper, the duration of the processing and the types of personal data and categories of data subject.

(c) the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and TripMapper’s other obligations under this Agreement.

4.7 Without prejudice to the generality of clause 4.4, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to TripMapper for the duration and purposes of this Agreement so that TripMapper may lawfully use, process and transfer the personal data in accordance with this Agreement on the Customer's behalf.

4.8 Without prejudice to the generality of clause 4.4, TripMapper shall, in relation to any personal data processed in connection with the performance by TripMapper of its obligations under this Agreement:

(a) process that personal data only on the documented written instructions of the Customer unless TripMapper is required by the laws of any member of the European Union or by the laws of the European Union applicable to TripMapper and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data. Where TripMapper is relying on such laws as the basis for processing personal data, TripMapper shall promptly notify the Customer of this before performing the processing required by such laws unless those laws prohibit TripMapper from so notifying the Customer;

(b) not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:

i) the Customer or TripMapper has provided appropriate safeguards in relation to the transfer;

ii) the data subject has enforceable rights and effective legal remedies;

iii) TripMapper complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and

iv) TripMapper complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;

(c) assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(d) notify the Customer without undue delay on becoming aware of a personal data breach;

(e) at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the Agreement unless required by Applicable Law to store the personal data (and for these purposes the term "delete" shall mean to put such data beyond use); and

(f) maintain complete and accurate records and information to demonstrate its compliance with this clause 4 and immediately inform the Customer if, in the opinion of TripMapper, an instruction infringes the Data Protection Legislation.

4.9 Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).

4.10 The Customer consents to TripMapper appointing a third party processor as a third-party processor of personal data under this Agreement. TripMapper confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause 4 and in either case which TripMapper undertakes reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and TripMapper, TripMapper shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 4.

4.11 TripMapper does not provide an archiving service. TripMapper agrees only that it will not intentionally delete any Customer Data from the Services prior to termination of the Customer's applicable Subscription Term and expressly disclaims all other obligations with respect to storage.

4.12 Either party may, at any time on not less than 30 days' notice, revise this clause 4 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this Agreement).

5. Third party providers

5.1 The Customer acknowledges that the Services may enable or assist it to access the content of, correspond with, and procure or use products and services from, third parties and that it does so solely at its own risk. TripMapper makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third party, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third party is between the Customer and the relevant third party, and not TripMapper. TripMapper recommends that the Customer refers to the third party's terms and conditions and privacy policy prior to using the relevant third party product or service. TripMapper does not endorse or approve any third party product or service nor the content of any of the third-party product or service made available via the Services.

5.2 Any third party’s use of Customer Data is subject to the applicable agreement between the Customer and such third parties. We are not responsible for any access to or use of Customer Data by third parties or their products or services, or for the security or privacy practices of any third parties or its products or services. You are solely responsible for your decision to permit any third party or third party product or service to use Customer Data. It is your responsibility to carefully review the agreement between you and the third party, as provided by the applicable third party.

5.3 We disclaim all liability and responsibility for any third party products or services (whether support, availability, security or otherwise) or for the acts or omissions of any third parties or vendors.

5.4 Certain Third Party Platforms are integrated with or otherwise accessible through the Services through an API. The Services use the information and data from the Third Party Platforms to enable the Customer to use certain features and functionality. TripMapper makes no warranties or representations about the accuracy, accessibility, availability, reliability, timeliness, security or completeness of (a) any information or data from the Third Party Platforms used by the Services; (b) any service provided by any Third Party Platforms; and (c) any information or data provided by the Third Party Platforms used to enable certain features and/or functionality, including but not limited to, information or data relating to currency conversion, establishment information, establishment opening and closing times, journey distances, journey duration, journey arrival and departure times, travel routes, locations, addresses, map locations, flight departure information, flight arrival information, flight delays, flight cancellations, any other flight changes, airport terminals, airport gate numbers and/or airport baggage belts.

5.5 TripMapper may monitor the Customer's usage of such Third Party Platforms and reserves the right to disable, limit access and/or limit usage to such Third Party Platforms at any time.

5.6 To the extent a Customer uses features in the Services that integrate with Third Party Platforms and a Customer requests that TripMapper integrate with such Third Party Platform’s beta or pre-release features ("Third Party Beta Releases"), TripMapper will have no liability arising out of or in connection with TripMapper’s participation in such Third Party Beta Releases or the Customer’s use of such integrated features.

6. TripMapper's obligations

6.1 TripMapper undertakes that the Services will be performed substantially in accordance with the Documentation.

6.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to TripMapper's instructions, or modification or alteration of the Services by any party other than TripMapper or TripMapper's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, TripMapper will use all reasonable commercial endeavours to correct any such non-conformance, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.

6.3 To the fullest extent permitted by applicable law, TripMapper:

(a) does not warrant that:

i) the Customer's and any End Users' use of the Services will be uninterrupted, timely, secure or error-free;

ii) the results that may be obtained from the use of the Services will be accurate or reliable;

iii) that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's or any End Users' requirements;

iv) the quality of any products, services, information or other material purchased or obtained by you through the Services will meet your expectations;

v) the Traveller’s electronic signature obtained during the itinerary proposal approval process (between the Customer and their client) is admissible as evidence in legal proceedings and/or that all jurisdictions accept electronically signed documents as validly executed agreements;

vi) the Software or the Services will be free from Vulnerabilities; or

vii) the Software, Services or Documentation will comply with any Heightened Cybersecurity Requirements;

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and

c) is not responsible for any products, materials, content or services offered or provided by any third parties integrated with, or made available by, the Services.

6.4 This Agreement shall not prevent TripMapper from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

7. Customer's obligations

7.1 The Customer shall:

(a) provide TripMapper with:

i) all necessary co-operation in relation to this Agreement; and

ii) all necessary access to such information as may be required by TripMapper;

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

(b) without affecting its other obligations under this Agreement, comply with all Applicable Laws and regulations with respect to its activities under this Agreement;

(c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, TripMapper may adjust any agreed timetable or delivery schedule as reasonably necessary;

(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement;

(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for TripMapper, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;

(f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; 

(g) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet;

(h) be responsible for understanding the settings and controls for the Services;

(i) be responsible for whom you invite or allow to become an End User, including sending End User invitations to the correct email address;

(j) be responsible for how Authorised Users use Customer Data;

(k) be responsible for the accuracy, content and legality of Customer Data;

(l) be responsible for ensuring that all End Users are over 18 years old;

(m) be responsible for ensuring the Notification Email Address and Authorised User Account email addresses are valid and current;

(n) be responsible for any and all actions taken using Authorised User Account passwords, and shall use its best endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation;

(o) ensure that it promptly terminates Authorised User's access to the Service when they are no longer an Authorised User;

(p) be responsible for understanding the settings for controlling who you permit and/or invite to become an End User and the consequences of permitting and/or inviting an End User;

(r) be solely responsible for any agreements they wish to enter into with your clients and shall be solely responsible for ensuring any such agreements’ validity, including but not limited to, the validity of any electronic signature functionality used through the Services.

7.2 If the Customer is accessing the Services using credentials provided by a third party (e.g., Google or Apple), then the Customer will comply with all applicable terms and conditions of such third party regarding provisioning and use of such credentials.

7.3 TripMapper may request a testimonial or case study from you for promotional or marketing purposes of the TripMapper for Business Platform. If TripMapper makes such a request the Customer agrees to provide TripMapper with a testimonial and its company logo within a reasonable time period (being ordinarily not longer than 4 weeks). The Customer agrees that TripMapper shall be permitted to use the Customer’s testimonial and company logo for such promotional or marketing purposes and acknowledges that the testimonial may be made public by TripMapper.

7.4 The Customer warrants, represents and undertakes that:

(a) it shall not be in breach of any agreement with or of any obligation to any third party by reason of entering into this Agreement;

(b) it has full power and authority to grant the rights expressed to be granted under this Agreement and is exclusively entitled to give all assurances, confirmations, waivers and agreements set out in this Agreement;

(c) it has all necessary rights, consents and permissions to collect, share and use all Customer Data as contemplated in this Agreement (including granting TripMapper the rights in clause 4);

(d) the Customer Data and its submission and use will not violate:

i) any Applicable Laws;

ii) any third party Intellectual Property Rights, publicity rights, data protection rights or other rights; or

iii) any of your or third party policies or terms governing Customer Data; and

(e) use by TripMapper of the Customer’s branding and/or logo in accordance with the terms of this Agreement shall not infringe the rights of any third party.

8. Charges and payment

8.1 The Services are offered either on a monthly subscription basis or an annual subscription basis.

8.2 Except as otherwise specified in your Order, unless either party cancels your Subscription prior to the expiration of the current Subscription Term, your Subscription will automatically renew for another Subscription Term of a period equal to your initial Subscription Term. You will provide any notice of non-renewal through the means we designate, which may include account settings in the TripMapper for Business Platform or contacting our support team. Cancelling your Subscription means that you will not be charged for the next billing cycle, but you will not receive any refunds or credits for amounts that have already been charged. All renewals are subject to the TripMapper for Business Platform and/or Subscription Plan continuing to be offered and will be charged at the then-current rates.

8.3 The Customer shall pay the Subscription Fees to TripMapper for the Subscription in accordance with this clause 8 and each Order, by the due date and in the currency specified in the Order.

8.4 The Customer shall provide to TripMapper and/or its Payment Service Provider valid, up-to-date and complete credit card or debit card details acceptable to TripMapper and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides its credit card or debit card details to TripMapper, the Customer hereby authorises TripMapper and/or its Payment Service Provider to bill such credit card or debit card:

(a) for the Subscription Fees payable in respect of the initial Order by the due date specified in the Order;

(b) on each anniversary (or the closest prior date, if there are fewer days in a particular month) of the initial Subscription Term for the Subscription Fees, unless cancelled prior to the expiration of the current Subscription Term;

(c) for any additional Subscription Fees due in relation to changing your Subscription Plan; and

(d) for any unpaid Subscription Fees.

8.5 The Customer is responsible for paying all and any applicable foreign currency transaction fees, credit card fees, payment processing fees, Taxes and other applicable charges.

8.6 If TripMapper has not received payment by the due date, and without prejudice to any other rights and remedies of TripMapper:

(a) TripMapper may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and TripMapper shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of TripMapper's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

8.7 The Subscription Fees referred to in this Agreement:

(a) shall be payable in GBP, USD or EUR, as applicable, and as stated in the Order;

(b) are subject to clause 14.3(b), non-cancellable, non-refundable and non-creditable; and

(c) are inclusive of Taxes.

8.8 You may change your Subscription by modifying an existing Order. As stated above, all amounts and fees already paid are, subject to clause 14.3(b), non-cancellable, non-refundable and non-creditable. Unless otherwise specified in the applicable Order, we will charge you at our then-current rates. If the Subscription has been changed to a more expensive Subscription Plan, the Subscription Fees will be pro-rated for the remainder of the then-current Subscription Term.

8.9 TripMapper shall be entitled to increase the Subscription Fees upon 60 days' prior notice to the Customer and the Order shall be deemed to have been amended accordingly.

8.10 TripMapper reserves the right to:

(a) include or charge foreign currency transaction fees;

(b) make promotional offers to any of its customers or potential customers; and

(c) modify or discontinue any discounts or offers at any time, temporarily or permanently, without notice.

9. Payment Connect

9.1 Payment Connect is provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By using Payment Connect you agree to be bound by the Stripe Services Agreement, as may be modified by Stripe from time to time. As a condition of TripMapper enabling Payment Connect through Stripe, you agree to provide TripMapper accurate and complete information about you and your business, and you authorise TripMapper to share it and transaction information related to your use of the payment processing services provided by Stripe. In all cases, standard credit card or other third party processing fees apply in addition to any service fee.

9.2 TripMapper is not responsible for the performance of any Payment Service Provider, third party credit card processing or third party payment services, including Stripe. You expressly understand and agree that TripMapper shall not be liable for any payments and monetary transactions that occur through your use of Payment Connect.

9.3 By signing up to Payment Connect you agree that TripMapper will charge you a processing fee for every transaction made between the Customer and your client using Payment Connect ("TripMapper Processing Fees") in addition to Stripe’s processing fee (learn more about Stripe's pricing here) as amended from time to time.

9.4 The Customer understands, agrees and authorises that the Payment Connect Processing Fees and the Stripe processing fee will be deducted from the transaction total prior to the Customer receiving the remaining transaction payment amount.

9.5 TripMapper Processing Fees are non-refundable.

9.6 TripMapper reserves the right to increase the TripMapper Processing Fees upon 60 days' prior notice to the Customer, and the Order shall be deemed to have been amended accordingly.

10. Publicity

10.1 As part of this Agreement, at its conclusion or upon achievement of certain meaningful milestones, TripMapper will send feedback questionnaires and/or conduct brief interviews with a key Customer stakeholder(s) facilitating the creation of a publishable case study for TripMapper to publicly share. The Customer grants to TripMapper a fully paid-up, non-exclusive, royalty-free, worldwide licence to use the Customer’s name, logo and branding in any of TripMapper's promotional material, marketing material or announcements in respect of the Services. The Customer agrees that TripMapper shall be able to use and publicly share such resulting case studies and Customer Feedback alongside the Customer's name and logo at any time, at TripMapper's sole discretion.

10.2 The Customer, from time to time, may submit Feedback to TripMapper. TripMapper may freely use or exploit Feedback in connection with the Services. To the extent the Customer submits Feedback, the Customer hereby grants to TripMapper, if for any reason it is further needed, an unrestricted, perpetual, irrevocable, royalty-free and fully paid up worldwide licence to use and/or incorporate such Feedback into any TripMapper product or service at any time at the sole discretion of TripMapper. 

11. Proprietary rights

11.1 The Customer acknowledges and agrees that TripMapper and/or its licensors own all Intellectual Property Rights in the Services, the Documentation and Our Technology. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

11.2 The Services are made available on a limited access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. 

11.3 From time to time, you may choose to submit Feedback to us. We may in connection with any of our products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on Intellectual Property Rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in this Agreement limits our right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.

12. Confidentiality

12.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party;

(b) was in the other party's lawful possession before the disclosure;

(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

(d) is independently developed by the receiving party, which independent development can be shown by written evidence.

12.2 Subject to clause 12.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.

12.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

12.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 12.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

12.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute TripMapper's Confidential Information.

12.6 TripMapper acknowledges that the Customer Data is the Confidential Information of the Customer.

12.7 No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

12.8 The above provisions of this clause 12 shall survive termination of this Agreement, however arising.

13. Indemnity

13.1 The Customer shall defend, indemnify and hold harmless TripMapper from and against any and all claims, actions, proceedings, costs, damages, losses, liabilities and expenses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that:

(a) the Customer is given prompt notice of any such claim;

(b) TripMapper provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and

(c) the Customer is given sole authority to defend or settle the claim.

13.2 TripMapper shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Services or Documentation in accordance with this Agreement infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

(a) TripMapper is given prompt notice of any such claim;

(b) the Customer provides reasonable co-operation to TripMapper in the defence and settlement of such claim, at TripMapper's expense; and

(c) TripMapper is given sole authority to defend or settle the claim.

13.3 Notwithstanding the foregoing: 

(a) TripMapper may participate in the defence of any claim by counsel of its own choosing, at its cost and expense; and

(b) the Customer will not settle any claim without TripMapper's prior written consent, unless the settlement fully and unconditionally releases TripMapper and does not require TripMapper to pay any amount, take any action, or admit any liability.

13.4 In no event shall TripMapper, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

(a) a modification of the Services or Documentation by anyone other than TripMapper; or

(b) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by TripMapper; or

(c) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from TripMapper or any appropriate authority.

13.5 The foregoing and clause 14.3(b) state the Customer's sole and exclusive rights and remedies, and TripMapper's (including TripMapper's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

14. Limitation of liability

14.1 Except as expressly and specifically provided in this Agreement:

(a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. TripMapper shall have no liability for:

i) any damage caused by errors or omissions in any Customer Data, information or instructions provided to TripMapper by the Customer in connection with the Services, or any actions taken by TripMapper at the Customer's direction;

ii) any damage, loss, injury, costs and expenses caused by outputs or results obtained from the use of the Services being inaccurate or incorrect;

iii) any damage, loss, injury, costs and expenses caused by the Services being interrupted, not timely, not secure, containing errors or bugs;

iv) any damage, loss, injury, costs and expenses caused by Our Technology including the Services not meeting the Customer’s or the Customer’s clients’ requirements and/or expectations;

v) any damage, loss, injury, costs and expenses caused by or resulting from the Customer inputting Customer Data;

vi) any damage, loss, injury, costs and expenses caused by or resulting from TripMapper inputting Customer Data;

vii) any damage, loss, injury, costs and expenses caused by or resulting from the Customer or TripMapper sending information to an outdated Notification Email Address or End User Account email address;

viii) any damage, loss, injury, costs and expenses caused by or resulting from an Authorised User's disclosure or sharing of their TripMapper for Business Platform password;

ix) any damage, loss, injury, costs and expenses caused by or resulting the Customer or any End User removing or deleting Customer Data from Our Technology including the Services;

x) any damage, loss, injury, costs and expenses caused by or resulting from TripMapper suspending or terminating your access to any TripMapper products or services, including the Services;

xi) any damage, loss, injury, costs and expenses caused by or resulting from the Customer or any Authorised User cancelling or terminating their Subscription to the Services;

xii) any damage, loss, injury, costs and expenses caused by or resulting from the Customer’s client;

xiii) any damage, loss, injury, costs and expenses caused by or resulting from any data or information provided by any third party, Third Party Platform or API being inaccessible, interrupted, untimely and/or unavailable, including but not limited to, information or data relating to currency conversion, establishment information, establishment opening and closing times, journey distances, journey duration, journey arrival and departure times, travel routes, locations, addresses, map locations, flight departure information, flight arrival information, flight delays, flight cancellations, any other flight-related information or changes, airport terminals, airport gate numbers and/or airport baggage belts;

xiv) any damage, loss, injury, costs and expenses caused by or resulting from any errors, mistakes, inaccuracies and/or omissions in any data or information provided by any third party, Third Party Platform or API, including but not limited to, information or data relating to currency conversion, establishment information, establishment opening and closing times, journey distances, journey duration, journey arrival and departure times, travel routes, locations, addresses, map locations, flight departure information, flight arrival information, flight delays, flight cancellations, any other flight-related information or changes, airport terminals, airport gate numbers and/or airport baggage belts;

xv) any damage, loss, injury, costs and expenses caused by or resulting from any jurisdiction not accepting, finding valid and/or finding admissible as evidence in any claim, action or proceedings, the execution of any agreement or contract entered into via the Services, including all and any agreements or contracts between the Customer and the Customer's clients;

xvi) any damage, loss, injury, costs and expenses caused by or resulting from Vulnerabilities;

xvii)  any agreement or contract entered into and any transaction completed between the Customer and any third party, including the Customer's clients;

xviii) how a Third Party Platform uses or processes the Customer Data after such data is exported to a Third Party Platform;

xix) third party products or services (whether support, availability, security or otherwise) or for the acts or omissions of any third parties;

xx) any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of the possibility of such damages in advance;

xxi) any damage, loss, injury, costs and expenses arising out of or in connection with Beta Offerings; and

xxii) any damage, loss, injury, costs and expenses arising out of or in connection with Third Party Beta Releases or the Customer’s use of such integrated features;

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement;

(c) the Services and the Documentation are provided to the Customer on an "as is" basis.

14.2 Nothing in this Agreement excludes the liability of TripMapper:

(a) for death or personal injury caused by TripMapper's negligence; or

(b) for fraud or fraudulent misrepresentation.

14.3 Subject to clause 14.1 and 14.2:

(a) TripMapper shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and

(b) TripMapper's total aggregate liability in contract (including in respect of the indemnity at clause 13.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid for the Subscription during the 12 months immediately preceding the date on which the claim arose.

15. Term and termination

15.1 The Agreement shall, unless otherwise terminated as provided in this clause 15, commence on the Effective Date and shall continue for the Free Trial and initial Subscription Term and thereafter, this Agreement shall be automatically renewed for successive periods of either one month or 12 months (as defined in the Customer's Order) unless otherwise terminated in accordance with the provisions with this Agreement.

15.2 Without affecting any other right or remedy available to it, TripMapper may terminate this Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than three (3) days after being notified in writing to make such payment.

15.3 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of five (5) days after being notified in writing to do so;

(b) the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;

(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ("IA 1986") as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986;

(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);

(h) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;

(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.2(c) to clause 15.2(j) inclusive;

(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

(m) there is a change of control of the other party.

15.4 On termination of this Agreement for any reason:

(a) all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and the Documentation;

(b) all outstanding unpaid Subscription Fees (and any interest if applicable) becomes immediately payable;

(c) the Customer shall make no further use of the Documentation (and all copies of them);

(d) the Customer acknowledges that following termination, it will have no further access to any Customer Data input into the Services, and TripMapper may destroy or otherwise dispose of any of the Customer Data in its possession, unless TripMapper receives, no later than ten (10) days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. TripMapper shall use reasonable commercial endeavours to deliver the back-up to the Customer within thirty (30) days of its receipt of such a written request, provided that the Customer has, at that time, paid all Subscription Fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by TripMapper in returning of Customer Data; and

(e) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

16. Force majeure

TripMapper shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of TripMapper or any other party), failure of a utility service or transport or telecommunications network, act of God, epidemics or pandemics (including any ongoing effects of covid 19), war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

17. Conflict

If there is an inconsistency between any of the provisions in the main body of this Agreement and an Order, the provisions in the main body of this Agreement shall prevail.

18. Variation

18.1 TripMapper reserves the right to amend or otherwise modify this Agreement at any time, with notice to you in accordance with clauses 26.1 or by posting the modified Agreement on our website.

18.2 We may specify that such modifications become effective during your then-current Subscription Term. If the effective date of such modifications is during your then-current Subscription Term and you object to the modifications, then (as your exclusive remedy) you may terminate your affected Order upon notice to us, and we will refund you the Subscription Fees you have pre-paid for use of the affected Services for the terminated portion of the applicable Subscription Term. To exercise this right, you must provide us with notice of your objection and termination within thirty (30) days of us providing notice of the modifications. 

18.3 You must accept the modifications to continue a Free Trial of the Services. If you object to the modifications, your exclusive remedy is to cease using the Free Trial.

19. Waiver

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

20. Rights and remedies

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

21. Severance

21.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

21.2 If any provision or part-provision of this Agreement is deemed deleted under clause 21.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

22. Entire agreement

22.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

22.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

22.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

22.4 Nothing in this clause shall limit or exclude any liability for fraud.

23. Assignment

23.1 The Customer shall not, without the prior written consent of TripMapper, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

23.2 TripMapper may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

24. No partnership or agency

Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

25. Third party rights

This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

26. Notices

26.1 Any notice required to be given under this Agreement shall be in writing, in the English language. We shall provide notice to you through your Notification Email Address or in-product notifications. You shall provide notice to us through TripMapper’s email as set out below:

TripMapper: hello@tripmapper.co

26.2 Any notice shall be deemed to have been received at 09:00am on the Business Day immediately following the day on which the notice is sent by the notice methods described in this clause 26.1.

26.3 This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

27. Governing law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

28. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).