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|Acceptance Email||the email sent by the Supplier to the Customer confirming the Supplier’s agreement to the Contract.|
|Authorised Users||those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Description, as further described in clause 2 and the Contract Details provided that the number of Authorised Users may not exceed the number set out in the Contract Details.|
|Business Day||a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.|
|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|
|Conditions||These terms and conditions|
|Contract||the Contract between the Supplier and the Customer for the supply (inter alia) of software as a service of which these Conditions form part.|
|Contract Details||The details relating to the Contract agreed by you which are set out in the Acceptance Email.|
|Contract Period||Subject to clause 13 means a period of either one month or 12 months|
|Confidential Information||information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.5 or clause 10.6.|
|Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures:||as defined in the Data Protection Legislation.|
|Customer Data||the data inputted by the Customer, Authorised Users or an interface or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.|
|Description||the information made available to the Customer by the Supplier online on the screens of the Booking Platform and on the Supplier’s support portal and on any articles and videos issued by the Supplier in relation to the Software from time to time which set out a description of the Services and the user instructions for 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);|
|Effective Date||the date of the Acceptance Email sent by the Supplier|
|Group||in relation to a company, that company, any subsidiary or holding company from time to time of that company and any subsidiary from time to time of a holding company of that company.|
|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 either the Customer 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.|
|Initial Payment||the payment that the Customer must make to the Supplier and which must be received by the Supplier in full before the Supplier will send its Acceptance Email and the Contract will come into force.|
|Normal Business Hours||9.00 am to 5.00 pm local UK time, each Business Day.|
|Payment Dates||the monthly or annual dates set out in the Contract Details on which the Customer must pay the Subscription Fees|
|Services||the subscription services provided by the Supplier to the Customer under this Contract as more particularly described in the Description via any domain, website or link notified to the Customer by the Supplier from time to time.|
|Software||the online software applications provided by the Supplier as part of the Services (being the booking platform known as ERIN) (Booking Platform) including any upgrades, modifications, additions, developments or amendments made to such Software by the Supplier from time to time) and any manuals, instructions and documentation relating to such Software AND which is wholly owned by the Supplier|
|Subscription Fees||the subscription fees payable by the Customer to the Supplier for the supply of the Services as set out in the Contract Details and clause 8 or otherwise specified in writing by the Supplier and including the Initial Payment to be made by the Customer and monthly or annual payments thereafter as applicable..|
|Supplier||Travel Technology Systems Limited a company registered in England and Wales with company number 02909641 and whose registered office is at 2 Nile Close, Riversway, Preston, Lancs, PR2 2XU|
|Support Services Policy||the Supplier's policy for providing support in relation to the Services as made available at https://ttsltd.atlassian.net/servicedesk/customer/portals (as may be amended or updated by the Supplier from time to time) and clause 3 and Support Services will be construed accordingly|
|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.|
|User Subscription||the user subscriptions purchased by the Customer pursuant to the Contract which entitle Authorised Users to access and use the Services and the Description in accordance with this agreement.|
|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.|
The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, liaise with and provide products and services to, third parties via third-party websites and that it does so solely at its own risk. The Supplier 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 website, 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 website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party's terms and conditions and policies prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
The Supplier shall have no liability to the Customer under this Contract if it is prevented from or delayed in performing its obligations under this Contract, 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 the Supplier or any other party), failure of a utility service or transport or telecommunications network or provider, act of God, 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, snow or any failure or default of suppliers or sub-contractors, provided that the Customer is notified reasonably promptly of such an event and its expected duration.
If there is an inconsistency between any of the provisions in the main body of this Contract and the Contract Details , the provisions in the Contract Details shall prevail.
No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under this Contract 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.
Except as expressly provided in this Contract, the rights and remedies provided under this Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
This Contract does not confer any rights on any person or party (other than the parties to this Contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
This Contract 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.
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 Contract or its subject matter or formation (including non-contractual disputes or claims).