1. Contract Formation and Terms
1.1 These terms and conditions ("this Agreement") apply to each
order for any service provided via gazetteers.com ("the Service")
that you place with TW Group (or "we" or "us") on the
telephone, by fax, post or email, or via our website.
1.2 By placing an order with us you are confirming that you are authorised to
order the Service on behalf of the company or organisation ("the
Customer") for which you work, and that you are not exceeding your authority.
1.3 Once you have signed the subscription form and returned it, you are agreeing, on
behalf of the Customer, to the terms and conditions in this Agreement and, are making
an offer to subscribe to the Services on that form. Following receipt of your order
we will contact you by e-mail to confirm your user name and password, or to let you
know if we cannot, for any reason, accept and process the order. After your order
has been processed we will invoice the Customer and all payments must be received
within 14 days from the date of our invoice, or as agreed within the terms of the
subscription form.
1.4 If TW Group accepts your order, on our sending that confirmatory e-mail
to you, a contract for the supply of the Service will be created between
TW Group and the Customer.
1.5 TW Group reserves the right to reject any order, as it sees fit, and
without having to give any reason.
1.6 We may revise these terms and conditions at any time by publishing a
revised version of them on our website. Any revision will apply to any order
you place with us after that revision has been published on our website.
1.7 TW Group reserves the right at any time to add to or delete from the
Services that are made available via this website.
1.8 TW Group Limited is registered in England and Wales with company number 6927031 with its registered office at 30 City Road, London EC1Y 2AB. We are registered for VAT and our VAT number is GB 972 3072 21.
1.9 The right to use the materials and information made available through the
Service is granted subject to the terms of this Agreement as stated on our website
from time to time.
2. Definitions
In this Agreement the following terms have the following meanings:
2.1 "Authorised Users" - the number of Users at a Site who may use
or access the Service or any materials or information available through the Service,
as listed in TW Group's customer database, or as otherwise agreed by TW Group
in writing;
2.2 "our Charges" - TW Group's charges for the Service set out on
our website, as adjusted by TW Group in accordance with this Agreement from
time to time;
2.3 "the Subscription Term" - the period of twelve months starting
from the date of TW Group's email accepting the order, or as otherwise agreed
by TW Group in writing;
2.4 "a Site" means any location of the Customer (including, without
limitation, retail branches and call centres);
2.5 "a User" - an individual authorised by the Customer to have
access to the Service; and
2.5 "writing" or "written" - includes text stored or
transmitted electronically.
3. Access to the Service
3.1 The Customer will ensure that access to the Service, and to the materials
and information made available through the Service, is limited to the number
of Authorised Users at each Site. Users may only access the Service using
User log-ins, PINS, IDs and passwords provided by TW Group for their own
Site.
3.2 The Customer will ensure that all User log-ins, PINS, IDs and passwords
are kept secure and confidential and will inform TW Group immediately it
becomes aware of, or suspects, any breach of security or unauthorised use of
any User log-in, PIN, ID or password. The Customer agrees that TW Group may,
at its discretion, suspend or change any User log-in, PIN, ID or password.
3.3 Neither the Customer nor any User will try to circumvent the security or
the Service or tamper with, hack into, or otherwise disrupt or disable any
computer system, server, website, router or other device used to provide the
Service.
3.4 The Customer will notify TW Group of the name and contact details of a
person within its organisation who is responsible for dealing with the
management of this Agreement, and will inform TW Group immediately of any
changes in those details.
3.5 TW Group will try to keep the Service available to Users 24 hours a day,
7 days a week, but does not undertake or warrant that the Service will
operate continuously or without interruption, or that it will be error free.
3.6 Each Authorised User may:
(i) display the materials made available through the Service electronically
on a single workstation at a time;
(ii) download and store one copy of those materials in machine readable form;
(iii) print a reasonable number of hard copies of those materials to make
them available to retail customers; and
(iv) e-mail copies of the materials to retail customers using the facility
available as part of the Service, but only using that facility.
3.7 Neither the Customer nor any User may:
(i) download, store, reproduce, transmit, display, copy, distribute or use
any materials or information available via the Service except in accordance
with clause 3.6 above;
(ii) sub-license, rent, lease, transfer or attempt to assign any rights in
any of those materials or information to anyone;
(iii) make any of those materials or information available on a network in
such a way as to allow more than the Authorised Number of Users to have
access to the Service or any material or information available through the
Service;
(iv) use any of those materials or information in any manner, or transfer or
export them or any copies of them into any country, except than in compliance
with applicable laws; or
(v) allow any other person to use those materials or information except in
accordance with this Agreement.
3.8 TW Group reserves the right at any time to suspend provision of the
Service for the purposes of repair, maintenance or support, or if TW Group
believes or suspects that the use of the Service infringes the intellectual
property rights or other rights of any third party, is in any way unlawful,
or is likely to lead to any third party instituting or threatening legal
proceedings against TW Group, the Customer or any User, or if TW Group
believes or suspects that the Customer is in breach of any of its obligations
under this Agreement.
3.9 TW Group reserves the right at any time and from time to time to change,
remove or edit any of the Service, or to suspend the Customer's and any
User's access to the Service (or do both of those things) if anyone who
appears to TW Group to have reasonable grounds or cause for complaint
requests TW Group to do so, or if TW Group itself has reasonable grounds for
doing so.
3.11 The Customer is responsible for ensuring that its computer systems are
suitable to access and use the Service. The Customer understands that TW
Group cannot and does not warrant that any material available through the
Service will be free from viruses or other code that might be harmful. The
Customer is responsible for implementing sufficient anti-virus and other
security checks to ensure the accuracy of data input and output.
4. Intellectual Property Rights
4.1 As between the parties to this Agreement, all intellectual property
rights in the Service will be the property of TW Group or its licensors. TW
Group grants the Customer for the duration of this Agreement a non-exclusive,
non-transferable licence to use the Service, strictly in accordance with the
express terms of this Agreement. Neither the Customer nor any User may
disclose or use the Service, or any information or material available through
it, on behalf or for the benefit of any third party other than their retail
customers.
4.2 Material on this website is protected by copyright, database rights and
other intellectual property rights.
4.3 TW Group™ and the TW Group logo are trade
names of TW Group Limited.
4.4 The electronic images of brochure pages/ brochure content appearing in
this service is the property of the respective tour operator who originated
it. Neither the Customer nor any User may disclose or use this part of the
Service, or any information or material available through it, on behalf or
for the benefit of any third party other than their retail customers. The
electronic images of these brochure pages are subject to the restrictions
laid out in 4.1
5. Charges and Payment
5.1 Details of our Charges and the procedures for payment are available on
request. Once your order has been processed we will invoice the Customer
and all payments must be received within 14 days from the date of our
invoice, or as agreed within the terms of the subscription form. Payment
will cover access to the Service for the Subscription Term.
5.2 The Customer undertakes and warrants that all details provided to us for
the purpose of subscribing to the Service will be correct and that there are
sufficient funds or credit facilities to cover the cost of any subscription.
5.3 Our Charges are exclusive of Value Added Tax and all similar taxes or
duties which the Customer will pay in addition to the Charges.
6. Warranties
6.1 We warrant to the Customer that we will provide the Service with
reasonable skill and care.
6.3 Where information made available as part of the Service is supplied by
third parties, we do not control or endorse its contents in any way. All
information supplied by third parties is made available in good faith but we
do not (to the extent permitted by applicable law) accept responsibility for
its accuracy or use.
6.4 We make no representation and give no warranty that the Service is
appropriate or available for use in locations outside the United Kingdom.
6.5 If making the Service, or any part of it available in your jurisdiction
or to any User (by reason of nationality, residence or otherwise) is
prohibited, the Service or the relevant part of it are not offered for
subscription. The Customer accepts that if any User is resident outside the UK, the
Customer must satisfy itself that that User is lawfully able to use the
Service. TW Group accepts no liability, to the extent permitted by applicable
law, for any costs, losses or damages resulting from or related to the access
or attempted access of the Service by anyone outside the UK.
6.6 The Customer acknowledges that the Service is not intended to be a
substitute for the exercise of professional judgment.
7. Liability
7.1 Nothing in this Agreement excludes or limits our liability for death or
personal injury caused by our negligence or for any fraud on our part or for
any liability which cannot be excluded by law.
7.2 Subject to clause 7.1, TW Group will not be liable for any indirect or
consequential loss or for any loss of business, profit, revenue, goodwill, or
data, lost or wasted management time or the lost time of other employees
incurred by the Customer or by any third party arising from or as a result of
this Agreement (whether direct or indirect and whether in contract or
negligence, for misrepresentation or otherwise).
7.3 The Customer assumes all risks of using the Service and any information
made available through it. TW Group will have no liability for any disputes
between the Customer and any third party or arising from the Customer's or
any User's use of the Service.
7.4 While the employees and agents of TW Group may be authorised to assist
Users by means of a help-desk facility, any assistance given by any such
employee or agent is solely at the Customer's risk, and TW Group will not be
liable for any loss or damage suffered by the Customer and arising from that
assistance.
>7.5 The Service is provided "as is". TW Group gives no warranty
that the Service will be error free or operate without interruption.
7.6 TW Group accepts no liability for the inability of anyone to access the
Service.
7.7 TW Group will have no liability in connection with any unauthorised use
of the Service. TW Group is not responsible for and will have no liability
for any error, corruption or breach of security resulting from the transmission
of any data over any telecommunications network.
7.8 Except as expressly set out in this Agreement TW Group excludes to the
fullest extent permitted by law all warranties, representations, terms,
conditions and undertakings, whether implied by statute, common law, custom,
trade usage, course of dealing or otherwise (including any implied warranty,
representation, term, condition or undertaking of satisfactory quality or
fitness for a particular purpose).
7.9 The Customer will indemnify TW Group and keep TW Group indemnified
against all losses, damages, liabilities, costs and expenses incurred by TW
Group arising in connection with or as a result of either or both of:
a) the Customer's or any User's breach of this Agreement; and
b) any claim by any third party arising from, or as a result of, the
Customer's or any User's use of the Service.
7.10 TW Group's total liability (whether in contract or tort, including but
not limited to negligence, or arising in any other way, and whether or not of
a kind foreseeable by TW Group) will be limited to damages which will not
exceed, in aggregate, the charges paid to TW Group by the Customer under this
Agreement during the 12 months before the event giving rise to the claim.
7.11 TW Group makes no representations whatsoever about any other websites
which may be accessed through the Service or our site. Other websites are
independent from TW Group and we have no control over their content or
availability. A link to any other website does not mean that TW Group
endorses or accepts any responsibility for the content, or the use of, that
website and TW Group will not be liable for any loss or damage caused by or
in connection with use of or reliance on any content, goods or services
available on or through any other website.
8. Postings and Data Protection
8.1 The posting or sending of any message or material on or through our site
is governed by our Email
Rules. Please read these; they are important.
8.2 By posting or sending any message or material on or through our site, the
Customer and each User is agreeing to be bound by those rules as well as this
Agreement and, where applicable, our Privacy Policy.
9. Term and Termination
9.1 Subject to clause 9.2, your subscription will last for the Subscription
Term. Before the end of the Subscription Term, we will send you an invitation
to renew your subscription in return for our Charges then in force. If you do
not respond before the end of the Subscription Term, you will be deemed to
have terminated this Agreement and we will stop providing the Service.
If you are taking the Service on a free trial basis (including any free
period bundled as part of a sale of other products or services), this
Agreement will automatically terminate at the end of the trial period
(including any grace period or extension granted by TW Group) unless you then
take a paid-for subscription.
9.2 Either party may terminate this Agreement at any time by giving written
notice to the other party if:
9.2.1 the other party is unable to pay its debts as they fall due or is
deemed to be unable to pay its debts within the meaning of section 123 of the
Insolvency Act 1986, or if the other party ceases or threatens to cease to
trade, or if the other party makes an assignment for the benefit of, or a
composition with its creditors or other arrangement of similar import or has
a receiver, administrative receiver, administrator or a similar officer
appointed over all or a substantial part of its assets or if a petition is
presented or an order is made by a court of competent jurisdiction or an
effective resolution is passed for winding up of the other party otherwise
than for the purpose of a bona fide reconstruction or amalgamation on terms
previously approved in writing by the terminating party; or
9.2.2 the other party commits a material breach of any term of this Agreement
which, in the case of a breach capable of being remedied, is not remedied
within 30 days after receipt of a written request to remedy the same.
9.3 Without prejudice to its rights under clause 9.2, TW Group may suspend
the Customer's right to use the Service by written notice to the Customer at
any time if the Customer has not paid any sum due or owing to TW Group by the
due date, or if the Customer is in breach of this Agreement or any of the
Additional Terms, and may make a reasonable charge to the Customer for
restoring the Service.
9.4 The termination or expiry of this Agreement will not affect any accrued
rights or liabilities of either party.
9.5 On expiry or termination of this Agreement for any reason, the Customer
and all Users will immediately destroy all copies of the information provided
via the Service.
9.6 Clauses 1, 2, 4, 7, 9.4, 9.5, 9.6 and 10 will survive the termination or
expiry of this Agreement and will continue indefinitely.
10. General
10.1 The Customer may not assign, sub-license or otherwise transfer any of
its rights or obligations under this Agreement, whether in whole or in part,
without the prior written consent of TW Group. TW Group may assign,
sub-license and transfer its rights and obligations under this Agreement to
any third party.
10.2 If the whole or any part of any provision of this Agreement is void or
unenforceable in any jurisdiction, the other provisions of this Agreement,
and the rest of the void or unenforceable provision, will continue in force
in that jurisdiction, and the validity and enforceability of that provision
in any other jurisdiction will not be affected.
10.3 If TW Group fails to enforce or delays in enforcing an obligation of the
Customer, or fails to exercise or delays in exercising a right under this
Agreement, the failure or delay will not affect its right to enforce that
obligation or constitute a waiver of that right. Any waiver by TW Group of
any provision of this Agreement will not, unless expressly stated to the
contrary, constitute a waiver of that provision on a future occasion.
10.4 TW Group will not be liable for any loss or damage caused by any delay
or failure to perform any of its obligations under this Agreement if that
delay or failure is beyond its reasonable control.
10.5 This Agreement, the Email Rules, the terms of our Privacy Policy and any
other conditions referred to in it or them (which are incorporated into and
made a part of this Agreement) constitute the entire agreement between the
parties relating to its subject-matter. The Customer acknowledges that it has
not entered into this Agreement on the basis of any warranty, representation,
statement, agreement or undertaking except those expressly set out in this
Agreement. The Customer waives any claim for breach of, or any right to
rescind this Agreement in respect of, any representation which is not an express
provision of this Agreement. However, this clause does not exclude any
liability which TW Group may have (or any right which the Customer may have
to rescind this Agreement) in respect of any fraudulent misrepresentation or
fraudulent concealment prior to the execution of this Agreement.
10.6 No variation of this Agreement will be effective unless it is made in
writing and signed by each party or its authorised representative.
10.7 No person who is not a party to this Agreement has any right to prevent
the variation or cancellation of any provision of this Agreement or its or
termination, and no person who is not a party to this Agreement may enforce
any benefit conferred upon them by this Agreement, unless this Agreement
expressly provides otherwise.
10.8 All notices given to TW Group under this Agreement must be sent to: TW
Group, Quadrant House, The Quadrant, Sutton, Surrey
SA2 5AS; or any other address that TW Group may notify to the Customer from
time to time. TW Group may give notice to the Customer by contacting the
Customer's representative nominated by the Customer from time to time under
clause 3.4 above. All notices sent under this Agreement will take effect: if
sent by first class post, 48 hours after posting; if sent by fax, when despatched
(provided that the sender's fax machine produces automatic confirmation of
error free transmission to the intended recipient); and if by e-mail when
despatched (provided that the sender's computer system produces an automatic
confirmation of delivery to the intended recipient).
10.9 This Agreement will be governed by and construed in accordance with
English law. The English Courts will have exclusive jurisdiction to deal with
any dispute which has arisen or may arise out of or in connection with this
Agreement, except that any party may bring proceedings for an injunction in
any jurisdiction.