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By accessing or otherwise using the Website and\/or the Service you are deemed to have accepted these terms of service and our Privacy Policy (together the <\/span>Terms<\/b>), which shall form a binding agreement between you and us.<\/span><\/p>\n In these Terms:<\/span><\/p>\n Tourwriter<\/b>, <\/span>we<\/b>, <\/span>us<\/b> and <\/span>our<\/b> means Tourwriter Limited, a company incorporated in Wellington, New Zealand (the provider of the Service), and\u00a0<\/span><\/p>\n Customer<\/b>, <\/span>you<\/b> or <\/span>your<\/b> means the person or entity who uses the Service and is the holder of an Account.\u00a0\u00a0<\/span><\/p>\n All other capitalised terms not otherwise defined have the meaning given to them in clause 17.<\/span><\/p>\n 1. Service<\/strong><\/span><\/p>\n 1.1<\/strong> Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable licence to access and use the Service in accordance with these Terms.<\/span><\/p>\n 1.2 If you wish to access and use the Service, you must become a registered user and activate an Account.<\/span><\/strong><\/p>\n 1.3 Only your Authorised Users who have completed the relevant log-on procedure and have provided the consents required by Tourwriter from time to time, may access the Service on your behalf. You must ensure that:<\/span><\/strong><\/p>\n 1.3.1\u00a0<\/strong>Each Authorised User uses a user specific email address as part of the log-on procedure (and not a generic email address available to multiple users);<\/span><\/p>\n 1.3.2 Authorised User\u2019s may only log-on using their own user specific email address; and<\/span><\/strong><\/p>\n 1.3.3 Authorised Users do not share their user specific email addresses or log-on to the Service using the same email address as another Authorised User. <\/span><\/strong><\/p>\n 1.4<\/strong> You must notify each Authorised User of the terms of the Terms and ensure that each of them strictly comply with such terms.\u00a0 You shall be responsible (and liable) for any failure of any Authorised User to comply with the Terms (as if it were a breach by you of the Terms). <\/span><\/p>\n 1.5 We may contact your Authorised Users directly in connection with their access to and use of the Service, including requesting information from any Authorised User regarding their use of an itinerary.\u00a0<\/span><\/strong><\/p>\n 2.1\u00a0<\/strong>You agree:\u00a0<\/span><\/p>\n 2.1.1 not to (and to ensure that your Authorised Users do not) modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell the Service or its Content;<\/span><\/strong><\/p>\n 2.1.2 not to use the Service in a way that attempts to circumvent, or is otherwise inconsistent with, your payment obligations in (and anticipated by) these Terms and the Website;<\/span><\/strong><\/p>\n 2.1.3 to use (and to ensure that your Authorised Users\u00a0 use) the Service or Website in accordance with all applicable laws, and not for any illegal purpose;<\/span><\/strong><\/p>\n 2.1.4 not to (and to ensure that your Authorised Users do not) distribute through the Service or Website any attachments, documents, data or files that: (i) infringe on any copyright, patent, trade secret, trademark or other third party proprietary rights; (ii) violate any law (including any Data Privacy Laws), statute, ordinance or regulation; or (iii) are defamatory, libellous or obscene;<\/span><\/strong><\/p>\n 2.1.5 to ensure that any information you (and your Authorised Users) provide in connection with your Account and use of the Service is accurate and current, and that you will promptly notify us of any change in such information. You acknowledge that the operation of the Service and Website depends on the entry by you and your Authorised Users of accurate and up to date Customer Data;\u00a0<\/span><\/strong><\/p>\n 2.1.6 to keep (and ensure your Authorised Users keep) your Account details and passwords strictly confidential and not share your Account password with any other person;\u00a0<\/span><\/strong><\/p>\n 2.1.7 to use (and ensure your Authorised Users use) the Service in a way that does not damage, disable, overburden, or impair the Service;\u00a0<\/span><\/strong><\/p>\n 2.1.8 not to attempt to modify, translate, adapt, edit, decompile, disassemble, reverse engineer or undermine the security or integrity of any software programs used by us in connection with the Service.<\/span><\/strong><\/strong><\/p>\n 2.2 You may not access the Service if you are a direct competitor of ours, except with our prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.<\/span><\/strong><\/p>\n 3.1 You acknowledge and agree that:<\/span><\/strong><\/p>\n 3.1.1\u00a0Other than as set out in clause 3.1.2, if you do not confirm a Client Itinerary with a total sale price attached to it via the Confirmation Procedure, you will lose access to the relevant Client Itinerary 14 days before the due date for travel in the Client Itinerary.<\/span><\/strong><\/p>\n 3.1.2 If you are building a last minute Client Itinerary with a due date for travel that is 14 days or less away, you will lose access to the relevant Client Itinerary if you do not confirm the Client Itinerary with a monetary value attached via the Confirmation Procedure prior to the due date for travel.\u00a0<\/span><\/strong><\/p>\n We will try to provide you with an alert (in the itineraries tab within the Service) alerting you to the fact that you will soon lose access to a Client Itinerary unless it is confirmed and has a total sale price attached to it.\u00a0<\/span><\/strong><\/p>\n 3.2 You may reactivate a Client Itinerary that you have lost access to at any time by undertaking the Confirmation Procedure in respect of that Client Itinerary and ensuring that it has a total sale price attached to it.<\/span><\/strong><\/p>\n 3.3 The total sale price of a Confirmed Itinerary must equal the total price of all booked items within the itinerary.\u00a0 Your Account will be immediately terminated if you attempt to confirm a Client Itinerary for any lesser amount.<\/span><\/strong><\/p>\n 3.4 Without limiting our other rights and remedies, if you are an expert plan customer and you fail to confirm Client Itineraries with a total sale price attached via the Confirmation Procedure, or if the total sale price attached to the Confirmed Itinerary is not commensurate with the total price of all booked items within the itinerary, then:\u00a0<\/span><\/strong><\/p>\n 3.4.1 we may give you 30 days’ notice and switch your account from the expert transaction fee plan to the per user premium monthly plan, which will be subject to the corresponding fees and terms outlined on the Website pricing page; and<\/span><\/strong><\/p>\n 3.4.2 the number of Authorised Users that we will switch to the per user premium monthly plan will be based on the number of Authorised Users using the Service via your Account that have logged into the software within the last 30 days.<\/span><\/strong><\/p>\n 4.1 If you use the Service, you must pay the associated Fees (in full, without any set off or deduction).\u00a0 All Fees are as detailed against the particular plan you have subscribed for on the Website (as updated from time to time), unless otherwise expressly agreed in writing between you and us.\u00a0 We will give you notice of any changes to the Fees on the Website or that otherwise will apply to your Account.\u00a0<\/span><\/strong><\/p>\n 4.2 Fees (and any other amounts payable under these Terms) are payable by you to us either annually or monthly, as specified in the particular plan you have subscribed for on the Website or as otherwise agreed by us. You will be prompted, within the Website, to make payment of your Fees via credit card or by way of bank transfer. You must keep your credit card or bank account (as applicable) details up to date in your Account.\u00a0<\/span><\/strong><\/p>\n 4.3 Payment transactions are securely processed by third party payment processors, Stripe and Windcave, and are subject to those third party payment processors\u2019 <\/span>\u00a0Terms of Service (which will be available on the relevant processor\u2019s website)<\/span>.\u00a0 These third party payment processors are solely responsible for such transactions and we exclude all liability for such transactions to the extent not restricted by law.\u00a0 The relevant third party payment processor maintains administrative, technical, and physical procedures to protect information stored on its servers, as outlined within its privacy policy <\/span>(which will be available on the relevant payment processor\u2019s website)<\/span>.<\/span><\/strong><\/p>\n 4.4 If you choose to cancel your Account, we will charge you all Fees for any previous period Confirmed Itineraries and any outstanding future Confirmed Itineraries not yet invoiced.\u00a0 If you reduce the number of Authorised Users on your per user plan during any annual payment period, you will not receive a refund of any amounts paid in advance for such period.<\/span><\/strong><\/p>\n 4.5 If you do not make payment of your Fees by the due date for payment (including where a payment from your credit card has been declined) we may, without limiting our other rights, on notice to you:\u00a0<\/span><\/strong><\/p>\n 4.5.1 charge interest on the unpaid amount from the due date until the date of actual payment, at 2% per annum over the base overdraft facility rate charged by our bankers from time to time;<\/span><\/strong><\/p>\n 4.5.2 cancel or suspend your Account immediately; or<\/span><\/strong><\/p>\n 4.5.3 change the Service plan that you have subscribed for.<\/span><\/strong><\/p>\n You may also incur additional fees charged by our third party payment processors.<\/span><\/strong><\/p>\n 4.6 The Fees are exclusive of all taxes (including goods and services tax, if any), levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on our income.\u00a0<\/span><\/strong><\/p>\n 5.1 We will take all reasonable steps to ensure that the Service functions as intended. However, you acknowledge that your access to the Service and the Website may be disrupted as a result of a malfunction, updating, maintenance or repair of the Website or Service or for any other reason within or outside our control.<\/span><\/strong><\/p>\n 5.2 We will use reasonable endeavours to promptly address (during normal business hours) technical issues that arise in relation to the Website or the Service. However, to the extent permissible at law, we shall not be liable for any loss or damage caused or suffered (by you, your Authorised Users) as a result of any partial or total breakdown of, or inability to use, the Service or Website, unless this has resulted from our gross negligence.<\/span><\/strong><\/p>\n 5.3 As the Content consists primarily of Third Party Content, we do not warrant that the Service or Content will meet your specific requirements or that the Content will be accurate, complete or up to date.<\/span><\/strong><\/p>\n 5.4 Our obligation in clause 5.1 is in lieu of all other warranties in respect of the Service and Content.\u00a0 To the maximum extent permitted under applicable law, all other warranties, condition and representations, whether express, implied or verbal, statutory or otherwise, and whether arising under these Terms or otherwise, are excluded (including, without limitation, the implied warranties of merchantability, non-infringement and fitness for a particular purpose).<\/span><\/strong><\/p>\n 5.5 You agree the Service is acquired for the purposes of a business, and as such, the guarantees provided under the New Zealand Consumer Guarantees Act 1993 (and\/or any other applicable consumer legislation in the jurisdiction in which the Service is being accessed) do not apply.<\/span><\/strong><\/p>\n 6.1 Customer Data will be (and will remain) owned by you and your Authorised Users. However, you grant us a licence to access, use and disclose all Customer Data for the purposes of providing the Service and otherwise exercising our rights under these Terms, enhancing and developing the Service and Website and communicating with you about the Service and any other matters that may be of interest.\u00a0 We may also disclose Customer Data (including Personal Information) in connection with a proposed purchase or acquisition of our business or assets, where required by an applicable law or any court, or in response to a request by a legitimate law enforcement agency.<\/span><\/strong><\/p>\n 6.2 You also grant to us a non-exclusive irrevocable license to copy, anonymize, aggregate, process and display Data to derive anonymous statistical and usage data, and data about the functionality of the Service and Website, provided such data cannot be used to identify you or your Authorised Users (<\/span>Anonymous Data<\/b>) and to combine such Anonymous Data with or into other similar data and information obtained from other clients or users (referred to as <\/span>Aggregate Data<\/b>).\u00a0 We will own all right, title and interest in Anonymous Data and Aggregate Data.<\/span><\/strong><\/p>\n 6.3 You warrant and represent that:<\/span><\/strong><\/p>\n 6.3.1 you have the right to grant the licences in clauses 6.1 and 6.2 in respect of all of your Customer Data, and inputting, using and disclosing your Customer Data in the manner anticipated by these Terms and the Service; and<\/span><\/strong><\/p>\n 6.3.2 use of your Customer Data by us, you or any other Authorised User in connection with the Service (and as otherwise anticipated by the Terms) will not breach any laws or the rights (including intellectual property rights) of any person.<\/span><\/strong><\/p>\n 6.4 You are solely responsible for maintaining a copy of all of your Customer Data.\u00a0 We have in place for our own purposes policies and procedures to prevent data loss (and recovery) but do not make any guarantee around loss or corruption of Customer Data.<\/span><\/strong><\/p>\n 6.5 We will make every reasonable effort to keep your Customer Data secure. Nevertheless, because internet transmissions cannot be guaranteed to be 100% secure in all aspects (including in relation to unauthorised use and disclosure of Personal Information), you acknowledge and agree that you use the Service and Website at your own risk, and you should only proceed to use the Website and\/or the Service if you accept this condition.<\/span><\/strong><\/p>\n 6.6 You will be liable for all action taken by any person that has obtained access to your Account (whether they have authorised such access or otherwise) and agree to notify us immediately of any unauthorised use of your Account, or other breach of privacy or security.<\/span><\/strong><\/p>\n 7.1 Title in the Website, the Service, the Content any software used by us to develop and provide the Service (and all or intellectual property in them) will remain with us and our third party licensors.<\/span><\/strong><\/p>\n 7.2 If you provide us with ideas, comments or suggestions relating to the Website or the Service (together <\/span>feedback<\/b>), we may use or disclose the feedback for any purpose and will own all rights in that feedback and anything created as a result of that feedback.<\/span><\/strong><\/p>\n 8.1 We collect and process your Personal Information and Personal Information of your Authorised Users when you (or your Authorised Users, as applicable) access or use the Website or the Service. By agreeing to these Terms, you also agree to the way we handle your (and your Authorised Users\u2019) Personal Information under our Privacy Policy.\u00a0 Our Privacy Policy forms part of these Terms.<\/span><\/strong><\/p>\n 8.2 You must:<\/span><\/strong><\/p>\n 8.2.1 comply (and ensure compliance by your Authorised Users) with all Data Privacy Laws in connection with the collection, use and disclosure of any Personal Information of any person;<\/span><\/strong><\/p>\n 8.2.2 not (and will ensure your Authorised Users do not) use the Service in a way that violates (or may be considered inconsistent with) the privacy, rights or civil liberties of any person (including in a way that prevents the exercise of them);<\/span><\/strong><\/p>\n 8.2.3 Service<\/h3>\n
Restrictions on access and use<\/h3>\n
Client Itineraries<\/h3>\n
Fees<\/h3>\n
Disruption of Service<\/h3>\n
Data<\/h3>\n
Ownership<\/h3>\n
Privacy<\/h3>\n