TripMapper Agent Terms of Service

The TripMapper Agent Terms of Service ("Agreement") is entered into by and between TripMapper Ltd ("TripMapper" or "we" or "our" or “us”) and the entity or person placing an order for or accessing any Services ("Customer" or "you"). If you are accessing or using the Services on behalf of your company, you represent that you are authorised to accept this Agreement on behalf of your company, and all references to "you" or "Customer" reference your company. As used in this Agreement, "TripMapper" or "we" or "our" or “us” means 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. Each a party, together, the parties.

TripMapper makes the TripMapper Agent software-as-a-service platform ("TripMapper Agent Platform") available to travel agents and travel operators in its business operations for the purpose of planning and managing travel itineraries. This Agreement permits the Customer to purchase subscriptions to the TripMapper Agent Platform pursuant to any TripMapper Order Form and sets forth the basic terms and conditions under which the Services will be delivered.

This Agreement will govern the Customer’s initial purchase on the Effective Date as well as any future purchases made by the Customer that reference this Agreement. The "Effective Date" of this Agreement is the date which is the earlier of (a) the Customer's initial access to any Services (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.

PLEASE READ THIS AGREEMENT CAREFULLY.

BY TICKING THE “I AGREE TO THE TRIPMAPPER AGENT TERMS OF SERVICE & PRIVACY POLICY” CHECK BOX; BY DOWNLOADING, INSTALLING OR OTHERWISE ACCESSING OR USING THE SERVICES; OR BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS OF SERVICE AND TRIPMAPPER'S PRIVACY POLICY, AND, YOU AGREE TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE.

Please note this Agreement does not apply to the use of TripMapper web application and mobile application for consumers, which is made available for personal use only, not for business or commercial use. TripMapper's Terms of Service can be found using this link.

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this Agreement. Any definitions set out in other clauses contained within this Agreement also apply in this Agreement.

"API": application programming interface.

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

"Beta Offerings": pre-release services, features, or functions identified as alpha, 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 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.

"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" means an independent contractor or consultant 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 Data": any data of any type that is submitted to the Services by or on behalf of the Customer, including without limitation: (a) data submitted, uploaded or imported to the Services by the Customer (including from Third Party Platforms) and (b) data provided by or about Travellers that are collected from the Customer Properties using the Services.

"Customer Properties": the Customer's websites, apps, or other offerings owned and operated by (or for the benefit of) the Customer through which the Customer uses the Services to communicate with the Travellers.

"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 provided with the Services from time to time.

"Feedback": comments, questions, suggestions, proposed modifications or improvements, testimonials, ratings, reviews, bug reports, or other feedback relating to any TripMapper product or service. Feedback does not include any Customer Data.

"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 Permitted 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.

"Order Form": a written or electronic form to order the Services or an online order completed through TripMapper’s website. Upon execution by the parties (or, in the case of electronic orders, confirmation and placement of the order), each Order Form will be subject to the terms and conditions of this Agreement.

"Payment Service Provider": a third party company that assists businesses to accept electronic payments.

"Permitted User": an employee or Contractor of the Customer who is authorised to access the Service.

"Services" TripMapper’s TripMapper Agent Platform as described in the applicable Order Form.

"Subscription Fees": the subscription fees payable by the Customer to TripMapper for the Subscription Term as described in the applicable Order Form.

"Taxes": means any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of TripMapper.

"Third Party Platform(s)": any software, software-as-a-service, data sources or other products or services not provided by TripMapper that are integrated with or otherwise accessible through the Services.

"Travellers": (in the singular, "Traveller") the Customer's end user customers, potential end user customers, and other users of and visitors to the Customer Properties. Travellers does not include the customers of the Customer’s end user customers.

"Traveller Connect": the integration of payments on the TripMapper Agent Platform which enables the Customer to take payments from Travellers via a Payment Service Provider chosen by TripMapper.

"TripMapper Agent Account": the account the Customer must create in order to access and use the Services.

"TripMapper Agent Support Policy": TripMapper's policy for providing support in relation to the Services as amended from time to time. The policy is available on the Customer's TripMapper Agent Account.

"TripMapper Code": certain JavaScript code, software development kits or other code provided by TripMapper for deployment on Customer Properties.

"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, schedule and paragraph headings shall not affect the interpretation of this Agreement.

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

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

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

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

1.7 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.

1.8 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.

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

1.10 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.

2. Services

2.1 The Services are designed to enable the Customer to plan and manage Traveller’s travel itineraries. The Customer may import and export Customer Data between the Services and certain Third Party Platforms through supported integrations.

2.2 The Services are provided on a subscription basis for a set term designated on the Order Form (each, a "Subscription Term"). The Customer will purchase and TripMapper will provide the Services as specified in the applicable Order Form.

2.3 The Customer may access and use the Services solely for its own benefit (and for the benefit of Travellers) and in accordance with the terms and conditions of this Agreement, the Documentation and any scope of use restrictions designated in the applicable Order Form. Use of and access to the Services is permitted only by Permitted Users.

2.4 TripMapper requires the Customer to set up a TripMapper Agent Account to access the Services. To register for a TripMapper Agent Account, registration information is required, including but not limited to, name and email address. If any of the registration Information changes, you must immediately update the information in your TripMapper Agent Account settings. TripMapper shall not be liable for information sent to an outdated email address.

2.5 A password is required to access the Services on TripMapper's systems and the Customer will require that all Permitted Users keep password information strictly confidential and not share such information. User login details are granted to individual, named persons and may not be shared. You are responsible for maintaining the confidentiality of your registration information, TripMapper Agent Account and your password, and you accept responsibility for all activities that occur under your TripMapper Agent Account. TripMapper is not liable for or responsible for any losses, damages, liabilities or expenses caused by your disclosure of your TripMapper Agent Account password to any third party. If you believe that your TripMapper Agent Account is no longer secure, then you must immediately change your password and notify TripMapper at agent@tripmapper.co. If the Customer is accessing the Services using credentials provided by a third party (e.g., Google), then the Customer will comply with all applicable terms and conditions of such third party regarding provisioning and use of such credentials. The Customer will be responsible for any and all actions taken using the Customer's accounts and passwords. If any Permitted User who has access to a user login is no longer an employee (or Contractor) of the Customer, then the Customer will promptly delete such user login and otherwise terminate such Permitted User's access to the Service.

2.6 The Customer may permit its Contractors to serve as Permitted Users, provided the Customer remains responsible for compliance by such individuals with all of the terms and conditions of this Agreement, and any use of the Services by such individuals is for the sole benefit of the Customer.

2.7 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).

2.8 If the Customer receives free access or a trial or evaluation subscription to the Service (a "Trial Subscription"), then the Customer may use the Services in accordance with the terms and conditions of this Agreement for a period of ten (10) days or such other period granted by TripMapper (the "Trial Period"). Trial Subscriptions are permitted solely for the Customer's use to determine whether to purchase a paid Subscription Term to the Services. Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription Term. If the Customer does not enter into a paid Subscription Term, this Agreement and the Customer's right to access and use the Services will terminate at the end of the Trial Period. Trial Subscriptions are provided at TripMapper’s discretion and TripMapper has the right to terminate a Trial Subscription at any time for any reason. Notwithstanding anything to the contrary in this Agreement, TripMapper will have no warranty or indemnity with respect to Trial Subscriptions.

2.9 The Customer may choose to use Beta Offerings in its sole discretion. Beta Offerings may not always be supported, fully functional, reliable, available and/or may contain errors, bugs or design flaws. Beta Offering may be changed or removed at any time without notice. TripMapper makes no warranties regarding Beta Offerings and will have no liability arising out of or in connection with Beta Offerings. The Customer understands and acknowledges that it uses Beta Offerings at its own risk.

3. TripMapper obligations

3.1 TripMapper undertakes that the Services will be performed with reasonable skill and care.

3.2 The undertaking at clause 3.1 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, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, 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 3.1.

3.3 TripMapper:

a) does not warrant:

i) the Customer's use of the Services will be uninterrupted or error-free;

ii) the accuracy, accessibility, availability, timeliness or completeness of any information made available by the Services;

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

iv) that the Services will be free from Vulnerabilities; or

v) that the 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, Documentation and TripMapper’s other software applications and platforms may be subject to limitations, delays and other problems inherent in the use of such communications facilities;

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; and

d) reserves the right to modify the Services at any time (including by limiting, modifying, removing or discontinuing features, functionality and integrations), temporarily or permanently.

3.4 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.

4. Customer obligations

4.1 The Customer:

a) shall 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;

b) shall comply with all Applicable Laws in its use of the Services. Without limiting the generality of the foregoing, the Customer will not engage in any unsolicited advertising, marketing, or other activities using the Services;

c) shall carry out all Customer responsibilities set out in this Agreement in a timely and efficient manner;

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

e) shall 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) is solely responsible for the accuracy, content and legality of all Customer Data;

g) shall ensure that all and any Customer Data inputted by the Customer and Permitted Users does not contain special categories of personal data and the Customer specifically agrees not to use the Services to collect, store, process or transmit any special categories of personal data;

h) shall ensure that its network and systems comply with the relevant specifications provided by TripMapper from time to time;

i) shall 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 TripMapper'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;

j) shall provide TripMapper with a testimonial and its company logo for promotional purposes of TripMapper Agent during the term of this Agreement. 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 any promotional purposes and acknowledges that the testimonial may be made public by TripMapper;

k) 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;

l) it shall permit TripMapper or TripMapper's designated auditor to audit the Services in order to establish the name and password of each Permitted User and the Customer's data processing facilities to audit compliance with this Agreement. Each such audit may be conducted no more than once per quarter, at TripMapper's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business; and

m) is solely responsible for configuring its information technology, computer programmes and platform in order to access the Services. The Customer should use its own virus protection software.

4.2 The Customer warrants, represents and undertakes to TripMapper 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 5.1);

d) 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;

e) it shall ensure that every Permitted User shall keep a secure password for their use of the Services and that such password shall be changed no less frequently than every 60 days and that each Permitted User shall keep their password confidential; and

f) the Customer Data will not:

i) contain any defamatory matter;

ii) breach any contract or law;

iii) breach any duty of confidentiality;

iv) violate or infringe any third party Intellectual Property Rights;

v) violate or infringe any data protection rights of any third party;

vi) violate or infringe any other rights of any third party;

vii) violate or infringe any Applicable Laws;

viii) violate or infringe any terms of service, privacy policies or other agreements governing the Customer Properties or the Customer's accounts with any Third Party Platforms.

g) the Customer will not, will not attempt and will not permit any third party, to:

i) subject to clause 24.1, licence, sublicence, sell, rent, lease, transfer, assign, distribute, display, disclose, provide access to the Services and/or Documentation to any third party except the Permitted Users;

ii) commercially exploit, the Services and/or Documentation;

iii) use the Services to provide, or incorporate the Services into, any product or service provided to a third party other than the Customer Properties;

iv) reverse engineer, reverse compile, decompile, disassemble, reduce to human-perceivable form or otherwise seek to obtain the source code or non-public APIs to the Services and/or all or any portion of TripMapper’s other software applications and platforms, except to the extent expressly permitted by Applicable Laws (and then only upon advance notice to TripMapper);

v) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services and/or Documentation and/or all or any portion of TripMapper’s other software applications and platforms, in any form or media or by any means;

vi) remove or obscure any proprietary or other notices contained in the Services;

vii) publicly disseminate information regarding the performance of the Services;

viii) access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

- facilitates illegal activity;

- depicts sexually explicit images;

- promotes unlawful violence;

- is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

- is otherwise illegal or causes damage or injury to any person or property;

and TripMapper reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause;

ix) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or TripMapper’s other software applications and platforms;

x) use the Services and/or Documentation to provide services to third parties, other than those services of a travel agent or tour operator as envisaged by this Agreement;

xi) obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Agreement; and

xii) introduce or permit the introduction of, any Virus or Vulnerability into TripMapper's network and information systems.

4.3 The Customer acknowledges that it will be fully responsible for any Customer Data submitted to the Services by any Traveller as if it was submitted by the Customer.

4.4 The Customer acknowledges that the TripMapper Code causes a unique cookie ID to be associated with each Traveller and Agent who accesses the TripMapper Agent Platform and Customer Properties, which cookie ID enables TripMapper to provide the Services. The Customer will include on each Customer Property a link to a privacy policy that discloses Customer's use of third party tracking technology to collect data about the Travellers and how, and for what purposes, the data collected will be used or shared with third parties. The Customer must also provide the Travellers with clear and comprehensive information about the storing and accessing of cookies or other information on the Traveller's devices where such activity occurs in connection with the Services and as required by Applicable Laws. The Customer will be solely responsible for obtaining the necessary consents and approvals from the Travellers under all Applicable Laws.

4.5 Notwithstanding anything to the contrary herein, the Customer agrees that TripMapper may obtain and aggregate technical and other data about the Customer's use of the Services that is not considered to be personal data with respect to the Customer ("Aggregated Data"), and TripMapper may use the Aggregated Data to analyse, improve, support and operate the Services and otherwise for any business purpose during and after the term of this Agreement, including without limitation to generate industry benchmark or best practice guidance, recommendations or similar reports for distribution to and consumption by the Customer and other TripMapper customers.

5. Customer Data

5.1 As between the parties, the Customer will retain all right, title and interest (including any and all Intellectual Property Rights) in and to the Customer Data as provided to TripMapper. Subject to the terms of this Agreement, the Customer hereby grants to TripMapper a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Customer Data solely to the extent necessary to provide the Services to the Customer.

5.2 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data or has and will maintain all necessary licences or other rights in the Customer Data that is not personal data, and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

5.3 TripMapper shall follow its archiving procedures for Customer Data as set out in its Privacy Policy as may be amended by TripMapper in its sole and absolute 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. 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).

5.4 TripMapper shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Data as may be amended by TripMapper in its sole and absolute discretion from time to time. The Customer agrees to TripMapper's data practices as set out out in its Privacy Policy and grants TripMapper the right to collect, create, process, transfer, store, use, and disclose personal data as stated in these Terms and in accordance with its Privacy Policy.

5.5 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

5.6 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) the 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 European Economic Area (“EEA”), the United Kingdom or the country where the Customer and the Permitted Users are located in order to carry out the Services and TripMapper's other obligations under this Agreement.

5.7 Without prejudice to the generality of clause 5.5, 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.

5.8 Without prejudice to the generality of clause 5.5, 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 as required to provide the Services and as per any written instructions of the Customer unless TripMapper is required by Applicable Law 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 Applicable Laws as the basis for processing personal data, TripMapper shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable 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 Laws 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 5 and immediately inform the Customer if, in the opinion of TripMapper, an instruction infringes the Data Protection Legislation.

5.9 Each party shall ensure that it has in place appropriate technical and organisational measures, 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).

5.10 The Customer consents to TripMapper appointing third-party processors of personal data under this Agreement. TripMapper confirms that it has entered or (as the case may be) shall enter with the third-party processors into a written agreement incorporating terms which are substantially similar to those set out in this clause 5 and in either case which TripMapper confirms 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 5.

5.11 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.

5.12 Either party may, at any time on not less than 30 days' notice, revise this clause 5 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).

6. Subscription Term, Subscription Fees and payment

6.1 Unless otherwise specified on the applicable Order Form, each Subscription Term will automatically renew for:

a) Customers who subscribed via TripMapper's chosen Payment Service Provider:

i) additional one month periods for Customers with a monthly Subscription Term unless the Customer cancels the Subscription Term within their TripMapper Agent Account prior to expiration of the then-current Subscription Term; or

ii) additional twelve month periods for Customers with an annual Subscription Term unless the Customer cancels the Subscription Term within their TripMapper Agent Account prior to expiration of the then-current Subscription Term; or

b) Customers who subscribed annually via BACs, additional twelve month periods for Customers with an annual Subscription Term unless the Customer provides written notice of termination at least thirty (30) days prior to expiration of the then-current Subscription Term.

6.2 By signing up for a Subscription Term, you agree to pay TripMapper the applicable Subscription Fees. All Subscription Fees are as set out in the applicable Order Form and will be paid by the Customer on the Effective Date or otherwise specified in the applicable Order Form. The Customer is responsible for paying all applicable Taxes, and Taxes shall be added to the Subscription Fees in the applicable Order Form as applicable.

6.3 By signing up to Traveller Connect you agree that TripMapper will collect and retain a portion of every transaction made using Traveller Connect ("Traveller Connect Fees"). The Traveller Connect Fees will be as set out in the applicable Order Form and will be collected by TripMapper directly via the Payment Service Provider.

6.4 In addition to any termination rights set out in this Agreement, the Customer may terminate the Subscription Term at any time either from its TripMapper Agent Account settings or by emailing TripMapper (agent@tripmapper.co). If you cancel a Subscription Term, you will continue to have access to that Subscription Term through to the end of your then current billing period, but you will not be entitled to a refund or credit for any Subscription Fees already due or paid. Termination will be effective at the end of the current Subscription Term.

6.5 If you are purchasing the Services via credit card, debit card or other payment card ("Credit Card"), the following terms apply:

a) By providing Credit Card information and agreeing to purchase any Services, the Customer hereby authorises TripMapper (or its designated Payment Service Provider) to automatically charge the Customer's Credit Card on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the Subscription Term for all Subscription Fees due as of that date in accordance with the applicable Order Form. The Customer acknowledges and agrees that the amount billed and charged each month may vary depending on the Customer's use of the Services and may include Subscription Fees for the remainder of the Customer's applicable billing period and Overages for the prior month.

b) The Customer acknowledges that for certain Credit Cards, the issuer of the Customer's Credit Card may charge the Customer a foreign transaction fee or other charges.

c) If a payment is not successfully settled due to expiration of a Credit Card, insufficient funds, or otherwise, the Customer remains responsible for any amounts not remitted to TripMapper and TripMapper may, in its sole discretion, either (i) invoice the Customer directly for the deficient amount, (ii) continue billing the Credit Card once it has been updated by the Customer (if applicable) or (iii) terminate this Agreement and access to the Services.

d) At any time, the Customer may change its Credit Card information by entering updated Credit Card information.

e) As set out in clause 2.8, if the Customer does not enter into a paid Subscription Term following a Trial Period, this Agreement and the Customer's right to access and use the Services will terminate at the end of the Trial Period and the Customer's Credit Card will not be charged.

f) Upon any termination or expiration of the Subscription Term, TripMapper will charge the Customer's Credit Card (or invoice the Customer directly) for any outstanding Subscription Fees for the Customer's use of the Services during the Subscription Term, after which TripMapper will not charge the Customer's Credit Card for any additional Subscription Fees.

6.6 If Subscription Fees are overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), TripMapper reserves the right to suspend the Customer's access to the applicable Services (and any related services) without liability to the Customer until such amounts are paid in full.

6.7 TripMapper reserves the right to:

a) change the Subscription Fees upon thirty (30) days’ advance notice;

b) change the Traveller Connect Fees upon thirty (30) days’ advance notice;

c) include or charge a transaction fee for currency conversion services;

d) make promotional offers to any of its customers or potential customers;

e) modify or discontinue any discounts, Trial Subscriptions, promotions, feature, functionality or aspect it offers at any time, temporarily or permanently, without notice;

f) modify, discontinue or impose conditions on Subscription Terms or any feature or aspect of a Subscription Term; and

g) change its Payment Service Provider or that used in relation to Traveller Connect.

6.8 Some of the Services, including Subscription Terms, have certain usage limits ("Usage Limits"), as described in the Order Form. The Customer acknowledges and agrees that TripMapper may use technical or other measures to enforce Usage Limits. The Customer also acknowledges and agrees that it may incur overage charges for exceeding the Usage Limits as described in the Order Form ("Overages"), and the Customer authorises TripMapper to charge the Customer’s linked payment account for Overages in accordance with TripMapper standard billing procedures.

7. Third Party Platforms

7.1 The Services may support integrations with certain Third Party Platforms. In order for the Services to communicate with such Third Party Platforms, the Customer may be required to input credentials in order for the Services to access and receive relevant information from such Third Party Platforms. By enabling use of the Services with any Third Party Platform, the Customer authorises TripMapper to access the Customer's accounts with such Third Party Platforms for the purposes described in this Agreement. The Customer is solely responsible for complying with any relevant terms and conditions of the Third Party Platforms and maintaining appropriate accounts in good standing with the providers of the Third Party Platforms. The Customer acknowledges and agrees that TripMapper has no responsibility or liability for any Third Party Platform, or how a Third Party Platform uses or processes the Customer Data after such is exported to a Third Party Platform. TripMapper does not guarantee that the Services will maintain integrations with any Third Party Platform, and TripMapper may disable integrations of the Services with any Third Party Platform at any time with or without notice to the Customer. For clarity, this Agreement governs the Customer's use of and access to the Services, even if accessed through an integration with a Third Party Platform.

7.2 The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third party websites and that it does so solely at its own risk, waiving any and all claims against TripMapper regarding the third party websites or TripMapper’s links thereto. 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 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 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 website. TripMapper does not endorse or approve any third party website nor the content of any of the third-party website made available via the Services.

7.3 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 have use of certain features and functionality. TripMapper makes no warranties or representations about the accuracy, accessibility, availability, timeliness 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 from the Third Party Platforms used to enable certain features and/or functionality, including but not limited to, information or data relating to currency conversion, opening and closing times, journey distances, journey duration, journey arrival and departure times, travel routes, locations, addresses, map locations, flights, flight delays, flight cancellations, any other flight changes, airport terminals, airport gate numbers and/or airport baggage belts.

7.4 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.

7.5 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.

8. Security

TripMapper agrees to use commercially reasonable technical and organisational measures designed to prevent unauthorised access, use, alteration or disclosure of the Services or Customer Data. However, TripMapper will have no responsibility for errors in transmission, unauthorised third-party access or other causes beyond TripMapper's control.

9. Support

During the Subscription Term, TripMapper will provide the Customer with support in accordance with the TripMapper Agent Support Policy as amended from time to time.

10. Publicity

TripMapper may use the Customer’s name and/or logo to identify the Customer as a customer of the Services, including on TripMapper’s public website.

11. Subcontractors

TripMapper may use the services of subcontractors and permit them to exercise the rights granted to TripMapper in order to provide the Services under this Agreement, provided that TripMapper remains responsible for compliance of any such subcontractor with the terms of this Agreement for the overall performance of the Services as required under this Agreement.

12. Proprietary rights

12.1 This is a subscription agreement for access to and use of the Services. The Customer acknowledges that it is obtaining only a limited right to the Services and that irrespective of any use of the words "purchase", "sale" or like terms in this Agreement no ownership rights are being conveyed to the Customer under this Agreement. The Customer agrees that TripMapper or its suppliers retain all right, title and interest (including all Intellectual Property Rights) in and to the Services and all Documentation, integrations with the Services, and any and all related and underlying technology and documentation and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (collectively, "TripMapper Technology"). Except as expressly set out in this Agreement, no rights in any TripMapper Technology are granted to the Customer.

12.2 The Customer grants TripMapper a fully paid-up, non-exclusive, royalty-free, worldwide licence to use, reproduce, publicly display, host, copy, edit, modify, translate, reformat, transmit and distribute Customer Data in respect of the Services.

12.3 The Customer grants to TripMapper a fully paid-up, non-exclusive, royalty-free, worldwide licence to use the Customer’s branding in any promotional material, marketing material or announcement in respect of the Services.

12.4 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 stakeholder(s) within the Customer’s organisation facilitating the creation of a publishable case study for TripMapper to publicly share. The Customer agrees that TripMapper shall be able to use and publicly share such resulting case studies and the Customer's name at any time, at TripMapper's sole discretion.

12.5 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. For clarity, the Customer agrees that TripMapper shall be able to use and publicly share Customer Feedback and the Customer's name at any time, at TripMapper's sole discretion.

13. Confidentiality

13.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement.

13.2 Subject to clause 13.4, 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.

13.3 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.

13.4 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 13.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

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

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

13.7 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.

13.8 The above provisions of this clause 13 shall survive termination of this Agreement, however arising.

14. Indemnity

The Customer will indemnify, defend and hold harmless TripMapper from and against any and all claims, 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) suffered or incurred by TripMapper arising out of or in connection with any claim or any action, adjudication or decision taken against TripMapper by any regulatory body, in each case directly or indirectly arising (in whole or in part) from or relating to (i) any breach or alleged breach by the Customer of any warranties contained in this Agreement, (ii) any Customer Data (iii) the Customer's use of the Services and/or Documentation; and/or (iii) any breach by the Customer or its employees or agents of Data Protection Legislation, provided that:

a) the Customer is given prompt notice of any such claim (but in any event notice in sufficient time for the Customer to respond without prejudice);

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.

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.

15. Limitation of liability

15.1 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 or responsibility for any damage caused by errors or omissions in any information or instructions provided to TripMapper or the TripMapper Agent Platform by the Customer in connection with the Services, or any actions taken by TripMapper at the Customer's direction;

b) the Customer assumes sole responsibility for ensuring the accuracy of all information it provides to the Services. TripMapper shall have no liability or responsibility for any damage caused by errors or omissions in any information input into the Services by the Customer or input by TripMapper acting on instructions of the Customer;

c) TripMapper shall have no liability or responsibility:

i) for any damage, loss, injury, costs and expenses resulting from any data or information provided by any third party or Third Party Platform being unaccessible, interrupted, untimely and/or unavailable, including but not limited to, information or data relating to currency conversion, establishment information, locations, addresses, map locations, flights, flight delays, flight cancellations, any other flight changes, airport terminals, airport gate numbers and airport baggage belts;

ii) for any damage, loss, injury, costs and expenses resulting from any errors, mistakes, inaccuracies and/or omissions in any data or information provided by any third party or Third Party Platform, including but not limited to, information or data relating to currency conversion, establishment information, locations, addresses, map locations, flights, flight delays, flight cancellations, any other flight changes, airport terminals, airport gate numbers and airport baggage belts;

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

iv) arising out of or related to this Agreement for 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;

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

vi) for 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;

d) 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; and

e) the Services and the Documentation are provided to the Customer on an "as is" and “as available” basis.

15.2 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.

15.3 Subject to clause 15.1 and clause 15.2:

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 any indemnities), 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 not exceed the amount paid by the Customer to TripMapper during the twelve (12) months immediately preceding the date on which the claim arose.

16. Term and termination

16.1 This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of the Subscription Term.

16.2 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 fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than five (5) days after being notified in writing to make such payment;

b) the other party commits a material breach of any other term of this Agreement which breach is irremediable or (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;

c) 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;

d) 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, 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 Insolvency Act 1986;

e) 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;

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;

h) the holder of a qualifying floating charge over the assets of that other party 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 16.2(d) to clause 16.2(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.

16.3 On termination of this Agreement for any reason:

a) the Customer will immediately cease any and all use of and access to all Services (including any and all related TripMapper Technology) and delete (or, at TripMapper's request, return) any and all copies of the Documentation, any TripMapper passwords and any other TripMapper Confidential Information in its possession;

b) all licences granted under this Agreement shall immediately terminate;

c) all outstanding unpaid Subscription Fees and interest become immediately payable. In respect of the Services supplied but for which no invoice has been submitted, TripMapper can submit an invoice, which shall be payable immediately on receipt;

d) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; and

e) 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.

16.4 On termination or expiry of this Agreement, the following clauses shall continue in force: clause 1 (Interpretation), clause 12 (Proprietary rights), clause 13 (Confidentiality), clause 15 (Limitation of liability, clause 16.3, clause 18 (Conflict), clause 20 (Waiver), clause 22 (Severance), clause 29 (Governing Law) and clause 30 (Jurisdiction).

16.5 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

17. 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 the 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.

18. Conflict

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

19. Variation

19.1 From time to time, TripMapper may modify this Agreement. Unless otherwise specified by TripMapper, changes become effective for the Customer upon renewal of the Customer's current Subscription Term (as defined below) or entry into a new Order Form. TripMapper will use reasonable efforts to notify the Customer of the changes through communications via the Customer's TripMapper Agent Account, email or other means. The Customer may be required to click to accept or otherwise agree to the modified Agreement before renewing a Subscription Term or entering into a new Order Form, and in any event continued use of the Services after the updated version of this Agreement goes into effect will constitute the Customer's acceptance of such updated version. If TripMapper specifies that changes to the Agreement will take effect prior to the Customer's next renewal or order (such as for legal compliance or product change reasons) and the Customer objects to such changes, the Customer may terminate the applicable Subscription Term and receive as its sole remedy a refund of any Subscription Fees the Customer has pre-paid for use of the applicable Services for the terminated portion of the Subscription Term, commencing on the date notice of termination was received.

19.2 Except as provided under clause 19.1 and otherwise provided herein, no supplement, modification, amendment or variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

20. 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.

21. 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.

22. Severance

22.1 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.

22.2 If any provision or part-provision of this Agreement is deemed deleted under clause 22.1 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.

23. Entire agreement

23.1 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.

23.2 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.

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

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

24. Assignment

24.1 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.

24.2 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.

25. 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).

26. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

27. 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.

28. Notices

28.1 Any notice or other communication given to a party under or in connection with this Agreement shall be in writing, in the English language and shall be sent by email to the applicable email address specified below:

TripMapper: agent@tripmapper.co

Customer: The Customer’s email address linked to their TripMapper Agent Account

28.2 Any email shall be deemed to have been received at 9:00am on the Business Day immediately following the day on which the notice is sent by email.

28.3 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.

29. 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.

30. 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).