myTC FOR BUSINESS END USER LICENCE AGREEMENT

As part of the services we provide, we, Travel Counsellors Limited (“we” or “Travel Counsellors”), may make available:

• certain tools, functionality and/or platforms from time to time, including MyTC Insights and MyTC Online (together, the “Software”); and

• training materials related to the Software (together, the “Documents”).

For the purposes of these terms, ‘Travel Counsellors’ means Travel Counsellors Limited under company number 2133414 whose registered office at Venus Building, No.1 Old Park Lane, Trafford City, Manchester, M41 7HA and all our Group Companies. For the purposes of these terms ‘Group’ means in relation to a company, that company, any subsidiary or any holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company. Each company in a Group is a ‘Group Company’ 

1. GRANT OF LICENCE  

1.1 In consideration of payment by you of the agreed licence fee (as set out in your Travel Counsellors service proposal or communicated to you by email) and subject to you complying with this agreement, we grant to you a non-exclusive, non-transferable, revocable licence to use the Software and the Documents in the UK in accordance with this agreement.

1.2 You may:

(a) access (directly or through your personnel) and use the Software for the sole purpose of managing travel arrangements booked through Travel Counsellors;
(b) receive and use any free supplementary software code or update(s) of the Software incorporating upgrades, “patches” and corrections of errors as we may make available from time to time; and
(c) use any Documents in support of the use permitted under clause 1.2(a).

1.3 In accessing or using the Software and Documents, you shall at all times comply with and shall procure that your personnel comply with the Terms of Use available.

1.4 You are at all times responsible for your personnel’s use of the Software and Documents and their acts and omissions in relation thereto.

2. INTELLECTUAL PROPERTY RIGHTS  

2.1 All intellectual property rights in the Software and the Documents anywhere in the world belong to us and/or our licensors. The rights in the Software and the Documents are licensed (not sold) to you, and you and your personnel have no rights in, or to, the Software or the Documents other than the right to use them in accordance with this agreement.

2.2 We may collect and use usage data in connection with use of the Software and Documents by you and your personnel, including meta data relating thereto. Please read our privacy policy here for more information.

3. LIMITATION OF LIABILITY  

3.1 We are not liable or responsible for any failure to perform, or delay in performance of, any of our obligations caused by an event outside our reasonable control including, without limitation, the acts or omissions of our licensors or failure of public or private telecommunications networks.

3.2 You acknowledge that the Software has not been developed to meet your individual requirements. The Software and Documentation is provided on an “as is” basis and this Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documents. We make no warranties, express or implied, statutory or otherwise including, but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not give any warranty that the Software or use thereof shall be uninterrupted or error-free. Any condition, warranty, representation or other term concerning the supply of the Software and Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

3.3 We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for loss of profits, sales, business, or revenue, business interruption, loss of anticipated savings, loss or corruption of data or information, loss of business opportunity, goodwill or reputation or any special, indirect or consequential loss, damage, charges or expenses.

3.4 Subject to clause 3.4 below, our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the licence fees paid by you in the 12 months prior to such liability arising.  

3.5 Nothing in this Licence shall limit or exclude our liability for:
(a) death or personal injury resulting from our negligence;
(b) fraud or fraudulent misrepresentation;
(c) any other liability that cannot be excluded or limited by English law.

4. TERMINATION AND SUSPENSION

4.1 We may suspend your access to the Software at any time on reasonable grounds including (but not limited to) where you have failed to pay any licence fees as they fall due, we have reasonable grounds to believe you (or your personnel) have breached any term of this agreement or the Terms of Use or where any of our licensors suspend access.

4.2 We may terminate this Licence at any time on written notice to you. We will refund any pre-paid licence fees on a pro-rata basis unless such termination is due to a material or persistent breach of this agreement or the Terms of Use by you or any of your personnel.

4.3 On termination for any reason all rights granted to you under this agreement shall immediate cease and you must immediately cease (and shall ensure your personnel immediately cease) to use the Software and Documents.

5. GENERAL

5.1 We may update the terms of this agreement at any time on notice to you. Your continued use of the Software and Documents following the deemed receipt of such notice shall constitute your acceptance to the terms of this agreement, as varied. If you do not wish to accept the updated terms of the agreement you must immediately stop using and accessing the Software and Document and contact your personal travel counsellor to confirm that you no longer wish to access the Software.

5.2 These terms and conditions and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.

5.3 You acknowledge that you do 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 these terms and conditions or any document expressly referred to in it.

5.4 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. Any delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

5.5 Each provision of these terms and conditions operate separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining provisions shall remain in full force and effect.

5.6 These terms and conditions, their subject matter and formation (and any non-contractual disputes or claims) are governed by English law. You irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.