PLEASE REVIEW THESE TERMS OF SERVICE CAREFULLY. ONCE YOU ORDER A SERVICE FROM TRAVELTIME, THESE TERMS OF SERVICE BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND TRAVELTIME. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU SHOULD NOT ACCEPT THIS AGREEMENT, CREATE AN ACCOUNT, OR USE THE SERVICE. THE SERVICE IS INTENDED FOR BUSINESS USE OR USE IN CONNECTION WITH AN INDIVIDUAL’S TRADE, CRAFT, OR PROFESSION ONLY.
1.1 Service. TravelTime will make the Service available to Customer for its business operations during the Service Term, solely for use by Customer and its Users, and at all times in accordance with this Agreement and the Documentation. Customer’s Contractors can be Users as long as their use of the Service is solely for the benefit of Customer. Customer is responsible for use of the Service and compliance with this Agreement by each User.
1.2 API License. TravelTime grants Customer a non-exclusive, revocable, non-transferable and non-sub-licensable (except as expressly stated) license to use the TravelTime API to access and use the Service, subject to these Terms. This license includes the right for Customer to sub-license use of the TravelTime API on the same terms to Users as necessary for their use of the Service in accordance with this Agreement. The license in this Clause 1.2 shall be for the Service Term, unless terminated earlier in accordance with these Terms.
1.3 API Keys. TravelTime will make an API Key available to Customer to access the Service. Customer acknowledges that the API Keys are TravelTime’s Confidential Information and property. Customer is responsible for securing the API Key, and Customer agrees not to publish or share the API Key with any unauthorised persons, except as approved by TravelTime in writing. Customer shall contact TravelTime immediately if it becomes aware of any unauthorised use of its API Key. TravelTime reserves the right in its sole discretion to change an API Key or suspend access to the Service if such unauthorised use is discovered. Customer acknowledges that the API Keys will expire upon expiration of the Service Term or termination of the Agreement.
1.4 Customer Affiliates. An Affiliate of Customer may order the Service from TravelTime by executing an Order, which will be governed by these Terms and establish a separate agreement between the Affiliate and TravelTime. Where reasonably required by the location of the Affiliate or the Service ordered, the Order may include modifications to these Terms.
1.5 Compliance with applicable law. TravelTime will provide the Service in accordance with TravelTime’s obligations under laws and government regulations applicable to the provision of the Service.
1.6 Restrictions on use of Service. This Clause 1.6 does not prevent Customer using the Service Data in accordance with this Agreement. To the maximum extent permitted by law and except as expressly granted in this Agreement, or permitted by mandatory law which cannot be varied by agreement, Customer shall not (and shall procure that Users shall not): (a) copy, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, edit, abstract, store, archive, display publicly or to a third party, sell, license, lease, rent, assign, transfer, disclose (in each case whether or not for charge) or in any way commercially exploit any part of the Service; (b) permit any use of the Service in any manner by any third party; (c) combine, merge or otherwise permit the Service to become incorporated in any other program or service, or arrange or create derivative works based on it (in whole or in part); (d) attempt to reverse engineer, observe, study or test the functioning of, disassemble or decompile the Service (or any part of it) or otherwise seek to obtain the source code of the Service (or any part of it); (e) modify, remove or obscure any proprietary or other notices contained in the Service; (f) use the Service to develop a product offering that competes with the Service.
1.7 Customer Platform; Third Party Platform. Customer may only access the Service from the Customer Platform or a Third Party Platform, identified in the Order. Customer shall ensure that the Customer Platform or its use of the Service through the Third Party Platform shall not: (a) be in breach of any relevant legislation, regulations, codes of practice, guidance and requirements of any relevant government body; (b) cause or is intended to cause annoyance, inconvenience or needless anxiety; (c) for any unlawful purpose whatsoever, including fraud or terrorism; (d) be abusive, harmful, threatening or defamatory or any other way that may cause offence; (e) be harmful to End Users’ systems or data; or (f) infringe the Intellectual Property Rights of third parties. As part of the Service, TravelTime may grant Customer access to TravelTime Plugin(s) to enable within a Third Party Platform. Customer’s use of a Third Party Platform is governed by its agreement with the relevant platform provider, not this Agreement, and TravelTime is not responsible or liable for Third Party Platforms or how their providers use Customer Data.
1.8 Users. Customer shall ensure that only Users use the Service and that such use is always in accordance with these Terms. Customer shall: (a) be solely responsible and liable for the acts and omissions of the Users related to the Service; and (b) be solely responsible for Customer Platform and its use by End Users, and the use of the Third Party Platform in respect of the Service by End Users.
1.9 Trial Service. Where agreed in an Order, TravelTime will provide the Service on a trial basis for the Trial Service. Unless otherwise stated, these Terms will apply in full to the Trial Service (as applicable).
2. Support and Service Uptime.
2.1 Support. Where applicable, TravelTime will provide the Support Services.
2.2 Service Uptime. TravelTime shall use commercially reasonable efforts to maintain the Service’s availability for Customer’s use, measured on a monthly basis, as applicable to the Customer’s level of Support Services (“Service Uptime”). Where TravelTime fails to meet the Service Uptime for two months in any six month period, Customer may immediately terminate this Agreement on written notice. The calculation of Service Uptime shall not include downtime caused by (a) scheduled maintenance, which will be notified to Customer in advance; (b) emergency maintenance; (c) a Force Majeure Event, (d) the acts or omissions of Customer, or (e) Customer’s inability to connect to the Service caused by a failure by or in its own network service provider’s or network connectivity. For reduced Service Uptime caused by Clause 2.2(b) and (c), TravelTime will make all reasonable endeavours to notify Customer and minimize downtime.
3. Fees Summary and Payment Terms
3.1 Fees payable. The applicable fees payable by Customer to TravelTime for the Service, including the Support Fees, are detailed in the Order (the “Fees”). The Fees shall be paid: (a) through TravelTime’s chosen payment processor for online Orders; or otherwise (b) into TravelTime’s bank account by electronic funds transfer. Fees are payable in pounds sterling, or any other currency agreed in the Order.
3.2 Usage Limits. The Fees are subject to the Usage Limits, which apply to Customer’s use of the Service (including use by all Users). Customer acknowledges that where it exceeds such Usage Limits for two months in any six month period, unless a new plan is agreed with Customer, TravelTime may suspend the Service.
3.3 Payment terms. Where TravelTime invoices Customer for the Fees as set out in the Order, invoices are payable by Customer within 30 days of the date of TravelTime’s invoice. Except as otherwise specified in this Agreement, all payment obligations are non-cancellable, and Fees paid are non-refundable. The Usage Limits for a Tier Plan (and associated Fees) cannot be reduced by Customer during the relevant Service Term. If Customer issues a purchase order in relation to the Order: (a) such purchase order will be for Customer’s internal or administrative purposes; and (b) no additional purchase order terms will apply to the Services or the Fees. Customer may not withhold payment of any sums due to TravelTime under this Agreement.
3.4 Overdue Charges. If any invoiced amount (which is not the subject of a bona fide dispute) is not received by TravelTime within forty-five (45) days after the due date, notwithstanding any other rights or remedies available to TravelTime, TravelTime reserves the right upon written notice to suspend Customer’s access to and use of the Service and/or disable the TravelTime API Key until Customer makes payment or the overdue amount.
3.5 Taxes. All pricing and the Fees payable by Customer do not include any applicable taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, withholding or use taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with the Fees, which shall be payable by Customer at the rate and in the manner prescribed by law. If TravelTime has the legal obligation to pay or collect Taxes for which Customer is responsible, TravelTime will invoice Customer and Customer will pay such amount unless Customer provides TravelTime with a valid tax exemption certificate authorised by the appropriate taxing authority. Customer will not deduct Taxes from payments to TravelTime except as required by applicable law, in which case Customer will increase the amount payable as necessary so that, after making all required deductions and withholdings, TravelTime receives and retains (free from any liability for Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. For clarity, TravelTime is solely responsible for taxes assessable against itself based on its income, property and employees.
3.6 Expenses. Unless otherwise agreed in writing by TravelTime, TravelTime shall not reimburse any expenses of Customer incurred in relation to the Terms.
4. Ownership of rights; Attribution and Publicity
4.1 TravelTime’s Rights. All Intellectual Property Rights, title and interest in TravelTime’s Confidential Information, its trademarks and logos, the Service (including the TravelTime API), any related Documentation, Service Data and any updates to such works, and any underlying code, software or technology (“TravelTime IP”) are owned by TravelTime or its licensors and shall remain vested in TravelTime or its licensors. Customer shall not take any action inconsistent with the rights granted in these Terms and no rights are granted to Customer except as expressly set out in these Terms. Customer acknowledges that the Service is offered as an online, hosted solution, and therefore Customer has no right to obtain a copy of the underlying computer code of the Service or the TravelTime API.
4.2 Customer’s rights. All Intellectual Property Rights, title and interest in Customer’s Confidential Information, its trademarks and logos, the Customer Platform and the Customer Data, and any underlying code, software or technology but excluding any TravelTime IP (“Customer IP”) are owned by Customer or its licensors and shall remain vested in Customer or its licensors.
4.3 Feedback. TravelTime may freely use and incorporate into its products and services any suggestions for improvements, enhancement requests, recommendations, corrections, or other feedback provided by Customer or by any Users relating to the Service, Service Data or TravelTime’s products or services (“Feedback”). TravelTime will have the irrevocable, non-exclusive, worldwide right (without any obligation to Customer) to use, publish, and disclose such Feedback and to develop, supply and exploit products and services which incorporate or are based on any Feedback, in each case as TravelTime chooses.
4.4 Attribution. Customer shall display the TravelTime logo or name on the section or page of the Customer’s Platform or Third Party Platform where Service Data is displayed, as further detailed at docs.traveltime.com/attribution (“Attribution”). TravelTime grants Customer a royalty-free, non-transferable, non-exclusive license to use the logo, name or other mark provided to Customer for the purposes of the Attribution. Customer’s use of the Attribution will not create any right, title, or interest in or to the contents of such Attribution.
4.5 Publicity. TravelTime may use and display Customer’s name, logo, trademarks, and service marks on TravelTime’s website and in TravelTime’s marketing materials in connection with identifying Customer as a client/customer of TravelTime. Upon Customer’s written request, TravelTime will promptly remove any such marks from TravelTime’s website and, to the extent commercially feasible, from TravelTime’s marketing materials. If TravelTime requests, and Customer agrees in writing, Customer will participate in a case study, press release and/or cooperate with TravelTime in speaking to the media in respect of the Service provided to Customer.
5. Confidential Information
5.1 Confidentiality Obligations. Each party undertakes that it shall: (a) take all reasonable measures to protect the secrecy of, and avoid disclosure or use of, Confidential Information of the other party except as permitted in these Terms; (b) notify the other party in writing of any actual or suspected misuse, misappropriation or unauthorised disclosure of Confidential Information of the disclosing party which may come to the receiving party’s attention; (c) not at any time disclose to any person any Confidential Information of the other party except (i) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Agreement and then in each case shall ensure any such person to whom it discloses the other party’s Confidential Information complies with this Clause, and (ii) as may be required by law, court order or any governmental or regulatory authority.
5.2 Exclusions. Notwithstanding the foregoing, the receiving party shall have no liability to the disclosing party with regard to any Confidential Information which the receiving party can prove: (a) was known publicly at the time it was disclosed through no fault of the receiving party; (b) was known to the receiving party, without restriction, at the time of disclosure; (c) is disclosed with the prior written approval of the disclosing party; (d) was independently developed by the receiving party without any use of the Confidential Information of the other party; (e) becomes known to the receiving party, without restriction, from a source other than the disclosing party, without breach of these Terms by the receiving party and otherwise not in violation of the disclosing party’s rights; or (f) is disclosed pursuant to an order of a court or other governmental or regulatory body, provided that the receiving party shall, to the extent permitted by law, provide the disclosing party with prompt notice of such court order to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure.
6.1 Customer Data. Customer (and Customer’s licensors) will at all times retain rights, title and interest (including all Intellectual Property Rights) in Customer Data. Customer grants TravelTime a royalty-free, non-transferable, perpetual, non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform and display any Customer Data during the Service Term, only to the extent necessary to perform or provide the Service. Customer shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of Customer Data. Customer warrants and represents that the collection, transfer and use of Customer Data in connection with the provision of the Service shall not breach any applicable laws or infringe a third party’s intellectual property rights.
6.2 Service Data; Caching. TravelTime grants Customer a non-transferable, non-sublicensable (except to the Users), exclusive, revocable license to view, use, download, copy, and display on the Customer Platform or the Third Party Platform the Service Data during the Service Term, to the extent necessary to make use of the Service in accordance with this Agreement and the Documentation, including to create reports and other documentation based on the Service Data. No additional fees (other than the Fees) are payable by Customer for the license in this Clause. A Customer may only cache or creates permanent copies of the Service Data, if: (a) it is on a Tier Plan; or (b) is using the Service for a non-commercial use (e.g., university/school), and in each case providing that such Customer (i) refreshes such data every 30 days during the Service Term, and (ii) deletes all such data on termination or expiry of this Agreement.
6.3 Usage Data. Subject to complying with applicable data protection laws, TravelTime may collect and use Usage Data to develop, improve, support, and operate its products and services. TravelTime shall not share any Usage Data with a third party unless such data is aggregated and anonymized such that Customer and the Users cannot be identified.
7. Service Term and Termination
7.1 Service Term. This Agreement will commence on the start date referred to in the Order or otherwise the date that the Order is placed online and, subject to earlier termination in accordance with these Terms, will continue until: (a) the end date set out in the Order; and (b) in all other cases, the date the Customer stops using the Service (together a “Service Term”).
7.2 Renewals (Tier Plan). For a Tier Plan, on the date of expiry of the initial Service Term, the term shall renew for a further period of twelve months (“First Renewal Date”) and thereafter renew for further periods of twelve months on each anniversary of the First Renewal Date (the First Renewal Date and each such anniversary being a “Renewal Date”). If either party wishes for the Service Term to expire immediately after the last day of the initial Service Term or on the next Renewal Date thereafter, it may provide written notice provided such notice is served at least 60 days prior to such date. If notice is not served within the timeframes set out in this Clause 7.2, the Tier Plan shall renew at the next Renewal Date.
7.3 Termination. A party may terminate this Agreement immediately upon notice to the other party if the other party: (a) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors or analogous event or proceeding in any applicable jurisdiction, or (b) breaches any of its obligations under this Agreement in any material respect, which breach is either not capable of remedy or has not been remedied within thirty (30) days following written notice to the breaching party.
7.4 Refund or Payment upon Expiry and Termination. If Customer terminates this Agreement in accordance with Clauses 2.2, 7.3, 8.2 TravelTime will refund Customer any prepaid Fees covering the remainder of the then current Service Term for a Tier Plan after the effective date of termination. If this Agreement is terminated by TravelTime in accordance with Clause 7.3, Customer will promptly pay any unpaid amounts including those covering the remainder of the applicable Service Term. In no event will termination relieve Customer of its obligation to pay any Fees payable to TravelTime for the period prior to the effective date of termination.
7.5 Effect of Expiry and Termination. Upon the expiration or termination of this Agreement:
(a) Termination Obligations. Each party shall promptly: (i) comply with its relevant payment obligations under Clause 7.4, and (ii) return (or, with the other party’s consent, destroy) all Confidential Information of the other party (including any copies thereof) that was provided to such party under this Agreement or is otherwise in its possession; and
(b) Termination of Customer Rights. Customer’s rights granted under the Terms will terminate.
7.6 Suspension of the Service. TravelTime may suspend access to the Service to all or some of the Users if: (a) TravelTime reasonably suspects that there has been misuse of or threat to the Service or a breach of these Terms that, in TravelTime’s reasonable opinion, threatens the confidentiality, integrity or availability of the Service (in which case TravelTime will take steps to investigate the issue and may restore or continue to suspend access at TravelTime’s reasonable discretion); (b) under Clause 3.2; (c) under Clause 3.4; or (d) as required by law or at the request of governmental entities. TravelTime will provide notice of suspension as is commercially reasonable under the circumstances. Where any of the above events has been cured, TravelTime will, without undue delay, reinstate the affected Service.
7.7 Survival. Together with any provisions which by their nature are intended to survive expiration or termination of this Agreement, the provisions of Clauses 5., 7.4, 7.5, 9., 10., and 11. of these Terms and all payment obligations under the Terms (together with the applicable pricing and payment terms of Clause 3. of these Terms), shall survive the expiration or termination of this Agreement for any reason. The obligations under Clause 5. shall continue in effect for a period of three (3) years following the expiration or termination of this Agreement, except for any information of a party which is deemed a trade secret where the obligations under Clause 5. shall continue for as long as such information remains a trade secret.
8.1 Mutual Warranties. Each party represents and warrants to the other party that it has the requisite power and authority to enter into this Agreement and to perform its obligations under it.
8.2 Service warranty. TravelTime warrants that: (a) the Service shall during the relevant Service Term perform materially as described in the applicable Documentation when used in accordance with these Terms under normal use and normal circumstances; and (b) TravelTime will not materially decrease the functionality of the Service during the Service Term. If TravelTime is not able to correct any reported non-conformity with this warranty after using reasonable commercial efforts to remedy such non-conformity, either party may terminate this Agreement and Customer, as its sole remedy, will be entitled to receive a refund of any unused Fees that Customer has pre-paid for the applicable Service. The warranties in this Clause 8.2 shall not apply to the extent that any error in the Service arises as a result of: (i) incorrect operation or use of the Service by Customer or a User; (ii) use of the Service with other software or services or on equipment with which it is incompatible; (iii) issues arising from a Third Party Platform; (iv) any unapproved modification of the Service; or (v) material breach of these Terms by Customer (or by any User).
9. Limitation of Liability.
9.1 The following definitions apply in this Clause 9.:
“General Cap” means the higher of (a) £10,000 (ten thousand pounds sterling) and (b) amounts paid or payable by Customer to TravelTime under this Agreement in the 12 months immediately preceding the first incident giving rise to liability.
“Uncapped Claims” means (a) a breach of Clause 5. (Confidentiality); (b) the indemnifying party’s obligations under Clauses 10.1 (IP infringement) and 10.2 (Customer Data); and (c) liabilities that cannot be limited by applicable law.
9.2 General Cap. Each party’s aggregate liability for any loss or damage suffered by the other party arising out of or related to this Agreement will not exceed the General Cap.
9.3 Exclusion of consequential and related damages. Neither party will have any liability arising out of or related to this Agreement for indirect, special, incidental, reliance or consequential damages or damages for loss of use, lost profits or interruption of business, even if informed of their possibility in advance.
9.4 Exceptions. Clause 9.2 (General Cap) and Clause 9.3 (Exclusion of consequential and related damages) will not apply to Uncapped Claims.
9.5 Force majeure. TravelTime shall not have any liability to Customer in connection with the Service or the Agreement if it is prevented from, or delayed in, performing its obligations or from carrying on its business by a Force Majeure Event.
9.6 Warranty disclaimer.
(a) Except as expressly set forth in these Terms, the Service is provided ‘as is’, and TravelTime expressly disclaims any and all warranties of any kind to the maximum extent permitted by law, whether express, implied or statutory, including but not limited to the implied warranties and conditions of merchantability, satisfactory quality, accuracy, fitness for a particular purpose and non-infringement. Customer acknowledges that TravelTime accepts no liability or obligation that:
(i) the Service or the Service Data will meet Customer’s individual needs or purpose, whether or not such needs/purpose have been communicated to TravelTime;
(ii) the operation of the Service will be free of minor errors, defects or bugs; or
(iii) the Service will be compatible with any other software or service or with any hardware or equipment except to the extent expressly referred to as compatible in the documentation.
(b) TravelTime will not be liable to Customer to the extent that any loss or damage is caused by:
(i) the use of the Service by Customer or a User contrary to TravelTime’s instructions or in breach of these Terms;
(ii) any delay or failure on the part of Customer or a User in providing any information or data to TravelTime; any delay or failure on the part of Customer or a User to notify TravelTime of any actual or suspected defect, or of any failure of, or fault, error or bug in, any equipment, software, network or telecommunications system; or any other act or omission on the part of Customer or a User or any third party;
(iii) Customer or any User having failed to comply with any technical prerequisites specified from time to time by TravelTime;
(iv) Customer's failure to implement, or delay in implementing, any firewall, anti-virus, security patch, upgrade, update, new release, revision, version, workaround or modification which would have remedied or mitigated the effects of any harmful element, defect, error or deficiency;
(v) the failure of any Customer firewall; or
(vi) any failure by Customer to keep full and up-to-date security copies of any customer data in accordance with best computing practices.
10.1 TravelTime Indemnity. TravelTime shall defend, indemnify and hold Customer harmless from and against all losses, damages, fines, expenses and liability (including court costs and reasonable legal costs) incurred by Customer resulting from any claim by a third party that the Service infringes its intellectual property rights. TravelTime shall have no liability under this Clause 10.1, in respect of any claim which arises in whole or in part from: (a) any modification of the Service other than by TravelTime; (b) Customer Data or any materials not provided by TravelTime; (c) use of the Service (or any part) by Customer otherwise than in accordance with this Agreement; or (d) the combination of the Service with products or processes not provided by TravelTime where the infringement would not have occurred but for the combination. This Clause sets out Customer’s sole remedy with respect to any claim of intellectual property infringement.
10.2 Customer Indemnity. Customer shall defend, indemnify and hold TravelTime harmless from and against all losses, damages, fines, expenses and liability (including court costs and reasonable legal costs) incurred by TravelTime resulting from any claim by a third party arising from the Customer Data.
10.3 Indemnification Procedures. In the event of a potential indemnity obligation under this Clause 10., the indemnified party shall: (a) promptly (and in any event within five business days) notify the indemnifying party in writing of any actual or threatened claim; (b) make no comment or admission and takes no action that may adversely affect the indemnifying party’s ability to defend or settle the claim; (c) provide all assistance reasonably required by the indemnifying party; (d) give the indemnifying party sole authority to control, defend or settle the claim; and (e) take reasonable steps to mitigate its losses. Any indemnification obligation under this Clause 10. will not apply if the indemnified party settles or makes any admission with respect to a claim without the indemnifying party’s prior written consent. Nothing in this clause will restrict or limit either party’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under the indemnification obligations in this Clause 10..
11.1 No Representations. Each party agrees that, in entering into an Order, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this these Terms or if it did rely on any representations, (whether written or oral), not expressly set out in these Terms, that such party shall have no remedy in respect of such representations and (in either case) neither party shall have any liability otherwise than in accordance with these Terms.
11.2 Assignment. Except as provided in these Terms, neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party, not to be unreasonably withheld and any attempt by either party to assign or transfer this Agreement without the prior written consent of the other party will be null and void. TravelTime may assign this Agreement without Customer’s consent: (a) in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting shares to a successor; and/or (b) to any of its Affiliates. TravelTime may further use subcontractors provided that it shall be liable for any breach of these Terms by its subcontractors.
11.3 No Third Party Rights. A person who is not a party to this Agreement has no rights to enforce, or to enjoy the benefit of, any of these Terms, but this does not affect any right or remedy of a third party that is expressly provided for under these Terms.
11.4 Manner of Giving Notice. Except as otherwise specified in this Agreement all notices, permissions, and approvals under this Agreement shall be in writing and provided to the addresses in Section A of this Agreement, and shall be deemed to have been given upon the date: (i) of personal delivery, (ii) of receipt of registered mail, (iii) which is two business days after sending by e-mail (provided that e-mail shall not be sufficient for notices of termination for cause or a claim related to the Agreement).
11.5 Severability. If any provision or part of a provision in these Terms is held to be illegal, invalid, or unenforceable by a court or other decision-making authority or competent jurisdiction, then the remainder of the provision will be enforced so as to give effect to the intention of the parties, and the validity and enforceability of all other provisions in these Terms will not be affected or impaired.
11.6 Waiver. The failure of either party to exercise any right granted in these Terms or to require any performance of any of the Terms or the waiver by either party of any breach of these Terms shall not prevent a subsequent exercise or enforcement of or be deemed a waiver of any subsequent breach of, the same or any other of these Terms.
11.7 Entire Agreement. This Agreement sets out the entire agreement and understanding between Customer and TravelTime relating to its subject matter. Unless otherwise expressly agreed in writing, these Terms apply in place of and prevail over any terms or conditions contained in or referred to in any correspondence or elsewhere or implied by trade custom or course of dealing. Any general terms of business or other terms and conditions of any order or other document issued by Customer in connection with the Service shall not be binding on TravelTime unless specifically agreed by TravelTime in writing by a duly authorised representative.
11.8 Modifications. These Terms may be amended by TravelTime from time to time. For Tier Plan Customers, TravelTime will provide written notice of such amendments to Customer and the amendments will take effect during the next Service Term after notification. If a Tier Plan Customer does not agree to such amendments, it may terminate the Agreement on written notice at the end of the current Service Term. Customers on other Plans that do not agree to such amendments may stop using the Service.
11.9 Relationship between Customer and TravelTime. The relationship between Customer and TravelTime is that of independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, employment or any such similar relationship between Customer and TravelTime.
11.10 Governing Law and Jurisdiction. This Agreement shall be governed by the laws of England and Wales. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).
11.11 Headings. Clause or Clause headings in these Terms are inserted for convenience only and shall not affect the construction of these Terms.
12.1 Capitalized terms used in these Terms shall have the meanings set out below.
Affiliate(s): an entity that directly or indirectly controls, is controlled by, or is under common control with, a party. For the purposes of the foregoing, control means the ownership of (i) greater than fifty (50) percent of the voting power to elect directors of the entity, or (ii) greater than fifty (50) percent of the ownership interest in the entity.
Agreement: together the Order and these Terms.
API Key: an application program interface key provided by or authorised by TravelTime that uniquely identifies and authenticates Customer to use the TravelTime API.
Confidential Information: all confidential or sensitive information or data, whether obtained before or after the start of the Service Term in respect of the products, services, developments, trade secrets, customers and suppliers of either party and/or any other information (whether commercial, financial, technical or otherwise) which is identified as confidential or proprietary information at the time of disclosure or is otherwise reasonably known to be confidential or proprietary given the nature of the information disclosed. For the avoidance of any doubt, the parties acknowledge and agree that the pricing and any quotations provided to Customer are deemed Confidential Information of TravelTime.
Contractor: an independent contractor or consultant permitted by Customer to serve as a Customer User.
Customer Data: all data, content or material (in any form) that Customer provides to TravelTime in respect of the Service, or that is uploaded to the Service by Customer or by a User (but excluding Feedback).
Customer Platform: Customer’s website or application that Customer may connect with the Service directly through the TravelTime API, as set out in the Order or amended in writing with prior written consent of the parties.
Customer User: Customer’s personnel and/or Contractors, which Customer has approved to use the Service.
Documentation: TravelTime’s technical documentation and usage guides related to the applicable Service, as made available on the TravelTime Website, including information on the TravelTime API.
End User: individual end user of Customer Platform or Third Party Platform, authorised by Customer to access and use parts of the Service ordered by Customer but excluding a Customer User.
Feedback: has the meaning given in Clause 4.1.
Fees: has meaning given in Clause 3.1.
Force Majeure Event: any acts, events, omissions or accidents beyond a party’s reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, pandemic, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, act of terror, Internet service provider failure or delay, denial of service attack, fire, flood or storm.
Free Plan: the Service provided to Customer on a free basis.
Intellectual Property Rights: any and all now known or hereafter existing (i) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (ii) trademark or service mark rights (iii) trade secret rights; (iv) patents, patent rights, and industrial property rights; (v) layout rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (vi) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
Order: TravelTime’s ordering document (including its schedules and attachments (if any)) entered into by Customer and TravelTime for ordering the Service. Where the Customer’s order is placed online, the Order shall be the order placed by Customer, as confirmed in the Order acceptance provided to Customer. The Order incorporates these Terms.
PAYG Plan: the Service provided to Customer on a pay-as-you-go basis.
Service: TravelTime’s data-as-a-service offering made generally available to its customer, including but not limited to the TravelTime API, the TravelTime Plugin, the Service Data, and other technology and tools offered by TravelTime, provided to Customer as detailed in the Order. The Service may be provided as a: (i) Free Plan, (ii) Trial Service, (iii) Tier Plan; or (iv) PAYG Plan. More details of the plans are available at TravelTime.com/pricing.
Service Data: any data, information or analytics generated from, generated by, or provided to the Customer though, the Service.
Service Term: has the meaning given in Clause 7.1.
Support Fees: the fees payable by Customer for the Support Services (if applicable), as detailed in the Order.
Support Services: the support services provided by TravelTime as applicable to the support plan that Customer has ordered (identified in the Order) or that is included in with the relevant Service plan, and as such services are described at TravelTime.com/pricing.
Taxes: has the meaning given in Clause 3.5.
Third Party Platform: means the third party-owned platform or application that TravelTime has authorised to access the Service through a TravelTime Plugin, as set out in the Order or amended in writing with prior written consent of the parties. By way of examples only, Third Party Platforms may include ArcGIS, Alteryx, QGIS, Elastic Search and Solr.
Tier Plan: the Service provided to Customer on a subscription basis.
TravelTime API: the application program interface that enables Customer to access the Service using the API Key.
TravelTime Plugin: a TravelTime-built plugin that Customer can enable within a Third Party Application to use the TravelTime API, as set out in the Order or amended in writing with prior written consent of the parties.
TravelTime Website: www.TravelTime.com.
Trial Service: the Service provided to Customer on a trial, test or beta basis for 14 days (or other period agreed in an Order).
Usage Data: any data (other than Customer Data) derived from the operation, support and/or use by Customer or Users of the Service, including data regarding applications used in connection with the Service, configurations, log data, and the performance results for the Service.
Usage Limits: the agreed credit limits applicable to Customer’s use of the Service during the Service Term, as set out in the Order, and where not set out in the Order, according to the limits at traveltime.com/pricing.
Users: Customer Users and End Users.
12.2 Clause, schedule and paragraph headings shall not affect the interpretation of these Terms. Words in the singular shall include the plural and vice versa. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
The information contained in this web site is subject to change without notice.
Overhaul of Terms and Conditions updated by The TravelTime Legal Team on May 01, 2022