1. Background  

The Supplier is the developer and owner of all the rights to the service TRIPPUS. TRIPPUS is built on a platform also developed by the Supplier. TRIPPUS is a web-based application for the administration of group travel bookings.  

These general terms and conditions are applicable to the supply of services made by the Supplier in accordance with the contract between the Supplier and the Customer.  

These general terms and conditions and the contract for the supply of services entered into between the Supplier and the Customer are hereinafter together referred to as “the contract”.

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2. Extent  

The Supplier binds himself to supply the service of administering the Customer’s event registrations for the contractual period upon those terms set out in the contract.

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3. Extent of Rights of Use  

The Customer may only use the Services in accordance with the provisions of the contract and only for administration of the Customer’s event registrations.  

This contract does not give the Customer any right to receive or use the source or program codes relating to TRIPPUS or any right to acquaint himself with the program’s organization or structure.

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4. Intellectual Property Rights  

This contract does not transfer and may not be construed as transferring any intellectual property rights of any nature whatsoever to the Customer.  

In the event that the Supplier carries out modifications to TRIPPUS in accordance with the Customer’s instructions or develops new applications in response to the Customer’s specifications all rights resulting from such adaptation or development shall accrue to the Supplier. Everything in this contract which is stated as applying to TRIPPUS shall also apply to the said adaptations and developments.

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5. The Supplier’s Obligations  

The Supplier undertakes to provide the Service to the Customer in accordance with the terms and conditions of the contract.  

The Supplier further assumes responsibility for faults and defects in accordance with the relevant provisions of the contract.

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6. The Customer’s Obligations  

The Customer undertakes to furnish the Supplier with all such information, assistance and documentation necessary for the Supplier to be able to fulfil his obligations under the contract.  

The Customer is responsible for any faults or defects in the information, documentation, equipment and software etc owned or provided by the Customer.  

The Customer undertakes to refrain from making unauthorized entry to or infringement of the Supplier’s computer resources or any other computer resources connected to the Supplier’s computer resources and to refrain at all times from damaging or destroying information or functions provided as part of the Services.  

The Services may not under any circumstances be used so as to cause damage or infringement to the Supplier or any third party.  

If the Customer’s use of the Services causes damage or nuisance to the Supplier or any third party the Customer shall be solely responsible for such damage or nuisance.  

The Customer undertakes to ensure that all persons that the Customer enables to use the Services undertake to comply with these rules. The Customer is responsible to the Supplier for the actions of all persons using the Services through the Customer.  

The Customer undertakes to refrain from using the Services in any way that may conflict with applicable laws, ordinances, decrees, edicts, enactments, regulations, custom or practice, approved marketing practices or the provisions of the contract or in any way that could cause offence or general annoyance. The Customer especially undertakes to comply with every detail of the law relating to data protection when using the Services.  

The Customer owns and is responsible for all data and information that the Customer handles or publishes within the scope of the Services. The Customer is responsible for ensuring that the Services are not employed in such a manner that a user could reasonably consider insulting, offensive or otherwise inappropriate. An example of such usage would be any unauthorized or illegal action.  

The Customer is completely responsible for the material published by the Services and that the same complies with good publicity practices. In the event that the Supplier finds that the Customer has published material which fails to meet this requirement in any respect, the Supplier is entitled to remove the relevant material pending clarification as to whether or not good publicity practices have been complied with.

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7. Contact Persons  

The Parties shall each appoint a contact person who will be responsible for communications between the parties. This contact person will have the right to make binding decisions and to accept messages from the other party within the scope of the contract. Any change in the identity of the contact person must be notified to the other party in writing.

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8. Sub-contractors  

The Supplier is entitled to engage sub-contractors to perform his obligations under the contract.

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9. Availability and Monitoring etc.  

The Service is available 24 hours a day, 365 days a year.  

In the event of a fault in the Service during normal working hours (i.e. non-weekend and nonpublic/bank holidays between 8.00am and 5.00pm), and in the absence of any written agreement to the contrary between the Supplier and Customer, error-tracing and trouble-shooting will be initiated within two (2) hours following detection of the problem by the Supplier or following a complaint being received from the Customer.  

If a fault proves to be attributable to the Customer’s incorrect use of the Services or some other circumstance beyond the Supplier’s control, the Supplier is entitled to invoice the Customer for error-tracing and trouble-shooting at the Supplier’s then applicable charging rates.

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10. Planned Interruptions to the Service  

The Supplier reserves the right to take the Service off-line for planned maintenance and improvements. Wherever possible, such planned interruptions will be timetabled where the usage of the Service is as low as possible on weekends. The Supplier shall if possible notify the Customer of the planned Service interruption at least 24 hours in advance.

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11. Compensation for Service Interruptions  

In the event of any Service interruption of a continuous length greater than four (4) hours the Customer is entitled to compensation for the interruption in accordance with this provision. The Compensation shall be paid by the Supplier within thirty (30) days of the correction of the problem or, in those cases where the Customer has the right to terminate the contract in accordance with this provision and does so, from the date of the Customer’s written notification of termination. The compensation shall be ten (10) percent of the fixed charge for the Service for every complete hour of the interruption. The duration of the interruption shall be calculated from the time when the interruption is advised by the Customer to the point when the fault is rectified. However, the total compensation for the Service interruption is limited to the fixed fee paid by the Customer for the Service. If an interruption occurs that entitles the Customer to receive the maximum compensation, the Customer shall also have the right to terminate the contract.  

Compensation is not payable under this provision in respect of any part of an interruption attributable to the Customer such as, for example, interruptions in the Customer’s internet connection. In such cases the Supplier reserves the right to invoice the Customer for costs incurred in accordance with the Supplier’s then applicable charging rates. Interruptions occurring during the period for planned interruptions as described in clause 10 are not to be regarded as interruptions for the purposes of this provision.  

The above-described reductions of fees shall constitute the Customer’s entire compensation and the Customer is accordingly not entitled to seek any other form of redress in the event of a Service interruption.

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12. Liability  

The Supplier’s responsibility for loss or damage suffered by the Customer due to faults in the Service is limited by the following provisions.  

The Supplier is not liable for loss or damage sustained by the Customer arising from the Customer’s connection to the Service unless the Supplier caused the damage as a result of gross negligence or with intent.  

The Supplier is not liable under any circumstances for indirect loss or damage, loss of profits, damage to third parties or other consequential loss nor for loss of data.  

Where sub-contractors are engaged by the Supplier, for example relating to telephone/computer connections, the Supplier’s liability in this regard will not under any circumstances exceed the extent of the subcontractor’s liability to the Supplier. The Supplier undertakes to ensure that the sub-contractor’s liability to the Supplier is the most comprehensive that can reasonably be achieved in the circumstances.  

Finally, in all cases the Supplier’s liability per claim is limited to one thousand (1,000) USD. A linked or related series of claims shall for the purposes of this clause be considered as a single claim. The Supplier’s total liability under the contract shall however never exceed the total fees paid by the Customer in respect of the contract.  

If the Customer fails to notify the Supplier of any loss or damage in writing within one (1) month of its occurrence the Customer forfeits the right to hold the Supplier responsible for the alleged loss or damage.  

If the Customer breaches any of the fundamental conditions of the contract the Supplier is entitled to compensation from the Customer in respect of the said breach irrespective of whether or not the Supplier elects to terminate the contract. The Customer’s total liability for damages is hereby limited to the total compensation the Customer can be liable to pay under this agreement.

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13. Liability for breach of third-party rights  

The Supplier warrants that to the best of the Supplier’s knowledge neither the Service nor any part thereof creates an infringement of any third party intellectual property rights whether in terms of content, use or grant.  

Where third-party products are provided under the terms of the contract the third party’s own terms and conditions govern infringements. The Supplier is only responsible for reporting claims to the third party in respect of third-party products.  

The Customer is under a duty to immediately inform the Supplier in writing of any claims made or proceedings issued by third parties. The Supplier undertakes to indemnify the Customer against any claims or legal proceedings brought against the Customer for infringement arising from use of the Service by the Customer which is in accordance with the terms of the contract. The Supplier further undertakes to indemnify the Customer in respect of costs and damages for which the Customer becomes liable in accordance with any settlement or enforceable judgement PROVIDED THAT the Supplier is allowed control of the defence of the said proceedings and freedom to negotiate a settlement.  

In the event of court proceedings relating to infringement by the Service or any part thereof which jeopardize the continued use of all or part of the Service, the Supplier is entitled at his own expense:  

a. to guarantee the Customer the continued right to use the Service or part thereof;  
b. to replace or provide another equivalent Service or part thereof the use of which does not constitute an infringement and which it is reasonable for the Customer to accept; or  
c. to modify the Service or part thereof such that the infringement no longer occurs, provided that such modification does not affect the essential content of the Service.  

If the Supplier does not fulfil his obligations under this provision the Customer has the right to terminate the contract and/or receive compensation for loss and damage arising. The Supplier’s total liability in respect of loss and damage under this provision is however limited to 10,000 USD.

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14. Rights concerning Information  

The Customer retains all rights relating to the data and information which the Customer places at the Supplier’s disposal in connection with the Supplier’s provision of the Service in accordance with the contract, together with the results of the processing of that data which the Supplier’s provision of the Services entails. The Supplier is however always entitled to have access to the said information to the extent required to enable the Supplier to fulfil his obligations under the contract. The Supplier shall provide sufficient data security and anonymization procedures to be compliant with what is required from a data processor under the General Data Protection Regulation, GDPR.

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15. Force Majeure  

A party to the contract will not be liable to fulfil his obligations under the contract if performance of the contract has been rendered more difficult by industrial action (whether official or unofficial), any other form of industrial dispute, sickness, storm, electric storm, flood, fire, war, riot or civil uprising, legal enactment, confiscation, faults in telephone or computer connections or other communications, delays in delivery from subcontractors or as a result or any other event or circumstance which could not reasonably be predicted at the inception of the contract. If such an event or situation persists for longer than one (1) month and performance of the contract is materially affected thereby each party shall have the right to terminate the contract in writing with immediate effect without liability to pay compensation to the other party.

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16. Confidentiality  

The parties undertake without limitation in time not to disclose to any third party any confidential information received from the other party to the contract.

For the purposes of the contract “confidential information” means every piece of information, whether transmitted orally, in writing or electronically of a technical, commercial or other nature apart from  

a. information which is already within the public domain or becomes widely known other than by means of a breach of a party’s obligations under this contract  
b. information which a party can prove was already known by that party before receiving it from the other party;  
c. information which the party has received or will receive from a third party and in respect of which that party is not bound by a duty of confidentiality.

In the case of part c) above, however, the party is not entitled to disclose to non-parties that the said information was also received from the other party to the contract.

The Parties undertake to ensure that their employees, consultants and members of the boards do not forward confidential information to non-parties. The parties are accordingly obliged to ensure that all persons employed or engaged by them that can reasonably be expected to come into contact with information of a confidential nature are bound by the same degree of confidentiality as the parties to the contract.

The parties undertake to abide by any instructions received from each other relating to the handling of information. The parties shall use satisfactory methods for the handling of confidential information and data-bearing media.

To establish a breach of this obligation it is not necessary to prove intent or negligence.

Breach of this obligation will entitle the injured party to invoke the penalty provisions of clause 19 below.

The payment of a penalty does not limit or affect the parties’ rights to pursue any other remedies that may be available to it.

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17. Premature Termination  

Each party shall be entitled to terminate the contract upon fourteen (14) days’ notice if:  

a. the other party commits a serious breach of the contract  
b. the other party becomes subject to any proceedings under any bankruptcy or insolvency laws applicable to it including a composition with creditors or enters into liquidation or dissolution whether compulsory or voluntary or is unable to pay its debts as and when they fall due.  

A party shall also be entitled to terminate the contract with immediate effect if the other party fails to properly perform its obligations under the contract and does not take remedial action within ten (10) days of receiving a written request to do so. Termination shall be effected without undue delay after the grounds relied upon becomes known or ought to have become known to the terminating party.

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18. Consequences of Termination of the Contract  

In the absence of written agreement to the contrary, the Customer shall upon termination of the contract immediately desist from using the Service. The Customer shall return to the Supplier forthwith all documentation received by the Customer from the Supplier.  

At the termination of the contract the Supplier shall return to the Customer all documentation belonging to the Customer. Upon termination of the contract, collected personal data will be anonymized.

The Supplier further undertakes that at the termination of the contract the Supplier will provide the Customer with reasonable assistance with the transfer of information to such other party as the Customer may appoint, whereupon the Supplier shall be entitled to remuneration for such work in accordance with the Supplier’s then applicable charging rates.

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19. Transfer of Rights and Obligations  

The parties may not transfer their rights and/or obligations under the contract without the written consent of the other party.

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20. Alterations and Additions  

In order to be binding any alterations of or additions to the contract must be drawn up in writing and signed by an authorized representative of the parties.

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21. Complete agreement  

This contract constitutes the parties complete agreement in respect of all matters relating to the contract. Any oral or written enticements or representations preceding the contract are replaced by the contents of the contract.

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22. Arbitration and proper law  

In the unlikely event of any dispute arising out of or in connection with the contract the parties agree in the first instance to discuss and consider submitting the matter to settlement proceedings under the International Chamber of Commerce Amicable Dispute Resolution Rules.