TICKETING READY

Terms and Conditions

B2me Tourism Marketing Ltd t/a as Ticketing Ready services are provided by:

B2ME TOURISM MARKETING LIMITED incorporated and registered in England and Wales with company number 07086174 whose registered office is at White Cottage, Bendish, Hitchin, Hertfordshire SG4 8JH – Site Owner and Management
QLINE CONSULTING LIMITED incorporated and registered in England and Wales with company number 13860813 whose registered office is at 2 Nursery Court, Kibworth Harcourt, Leicester, Leicestershire, England, LE8 0EX - Technical Expertise Provider

BACKGROUND

b2me Tourism Marketing Ltd has developed a software application and platform measurement and marketing tool known as ‘B2me Tourism Marketing Ltd t/a as Ticketing Ready’ which allows users to assess their requiremetns for a ticketing platform and be introduced to possible providers of those services. B2me Tourism Marketing Ltd t/a as Ticketing Ready makes this available by a gate way payment to experience providers that can then access the guide questions to provide an accurate analysis of the type of service provision that they will require. Questions have been provided by QLine Consulting Ltd.
The Customer, an Experience Provider, wishes to use B2me Tourism Marketing Ltd t/a as Ticketing Ready’s service and to utilise our software to gain understanding of types of ticketing system may be appropriate for their business based on truthful anwers to the questions provided. Video demonstrations will also be provided from multiple platform providers to support understanding for the Customer.
B2me Tourism Marketing Ltd t/a as Ticketing Ready has agreed to provide and the Customer has agreed to take and pay for B2me Tourism Marketing Ltd t/a as Ticketing Ready's service subject to the terms and conditions of this agreement.

AGREED TERMS

Definitions and InterpretationThe definitions and rules of interpretation in this clause apply in this agreement.
Authorised Users: those employees, agents and independent contractors of the Customer and of its Members, who are authorised by the Customer to use the Services, as further described in clause 2.2(d).
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.5 or clause 10.6.
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Customer Data: the data (including any Personal Data) inputted by the Customer, Authorised Users, or B2me Tourism Marketing Ltd t/a as Ticketing Ready on the Customer's and/ or any Member’s behalf for the purpose of using the Services or facilitating the Customer's and the Authorised User’s use of the Services.
Customer Materials: any data, documents, text, drawings, diagrams, images or sounds (together with any database made up of any of those), embodied in any medium, that are supplied to B2me Tourism Marketing Ltd t/a as Ticketing Ready by or on behalf of the Customer, or which B2me Tourism Marketing Ltd t/a as Ticketing Ready is required to generate, process, store or transmit pursuant to this agreement.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Effective Date: the date of payment for Services
Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies. Whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either the Customer or an Authorised User [(but not B2me Tourism Marketing Ltd t/a as Ticketing Ready)] relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.
Term: period of one (1) year from the Effective Date.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Members: those members of the Customer who are authorised, by the Customer to use the Services.
Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Sign up Fee: the one off fee of £500 payable by the Customer to QLine Consulting Ltd
Software: the online software applications provided by B2me Tourism Marketing Ltd t/a as Ticketing Ready as part of the Services.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly. Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
A reference to writing or written includes e-mail, but not faxes.
User PaymentSubject to the Customer purchasing the User Services in accordance with clause 8.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, B2me Tourism Marketing Ltd t/a as Ticketing Ready hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Authorised Users to use the Services during the Subscription Term solely for the Customer's internal business operations.
In relation to the Authorised Users, the Customer undertakes that:the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time;
it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services;
each Authorised User shall keep a secure password for their use of the Services, that such password shall be changed no less frequently than 90 days and that each Authorised User shall keep their password confidential;
it shall permit B2me Tourism Marketing Ltd t/a as Ticketing Ready or B2me Tourism Marketing Ltd t/a as Ticketing Ready's designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Customer's data processing facilities to audit compliance with this agreement. Each such audit may be conducted no more than once per quarter, at B2me Tourism Marketing Ltd t/a as Ticketing Ready's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
if any of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to B2me Tourism Marketing Ltd t/a as Ticketing Ready's other rights, the Customer shall promptly disable such passwords and B2me Tourism Marketing Ltd t/a as Ticketing Ready shall not issue any new passwords to any such individual; and
if any of the audits referred to in clause 2.2(e) reveal that the Customer has underpaid Subscription Fees to B2me Tourism Marketing Ltd t/a as Ticketing Ready, then without prejudice to B2me Tourism Marketing Ltd t/a as Ticketing Ready's other rights, the Customer shall pay to B2me Tourism Marketing Ltd t/a as Ticketing Ready an amount equal to such underpayment as calculated in accordance with the Subscription Fees within10 Business Days of the date of the relevant audit.
The Customer shall not and shall procure that no Authorised User shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
facilitates illegal activity;
depicts sexually explicit images;
promotes unlawful violence;
is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
is otherwise illegal or causes damage or injury to any person or property;

and B2me Tourism Marketing Ltd t/a as Ticketing Ready reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.

The Customer shall not:except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
access all or any part of the Services in order to build a product or service which competes with the Services; or
save as envisaged by B2me Tourism Marketing Ltd t/a as Ticketing Ready, as part of the Services, use the Services to provide services to third parties; or
subject to clause 20.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
only make the Services available to Authorised Users free of charge;
attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2; or
introduce or permit the introduction of, any Virus or Vulnerability into B2me Tourism Marketing Ltd t/a as Ticketing Ready's network and information systems.
The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify B2me Tourism Marketing Ltd t/a as Ticketing Ready.
ServicesB2me Tourism Marketing Ltd t/a as Ticketing Ready shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this agreement.
B2me Tourism Marketing Ltd t/a as Ticketing Ready shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
unscheduled maintenance performed outside Normal Business Hours, provided that B2me Tourism Marketing Ltd t/a as Ticketing Ready has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance.
B2me Tourism Marketing Ltd t/a as Ticketing Ready will, as part of the Services and in consideration of the Subscription Fees, provide the Customer with B2me Tourism Marketing Ltd t/a as Ticketing Ready's standard customer support services during Normal Business Hours.
As part of the Services, B2me Tourism Marketing Ltd t/a as Ticketing Ready acts as an introducer by virtue of access to the Software offering the Customer the opportunity to be introduced to third party providers of booking systems and related services. As such, B2me Tourism Marketing Ltd t/a as Ticketing Ready accepts no responsibility for the provision of such goods and/ or services by the Customer or for the acts or omissions of the Customer vis-à-vis its customers; all such sale or supply by the Customer falls outside the scope of this agreement. The Customer’s terms and conditions will apply to all bookings for such goods and/ or services.
Data protectionBoth parties will comply with all applicable requirements of the Data Protection Legislation. This clause 4 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and B2me Tourism Marketing Ltd t/a as Ticketing Ready is the Processor. Schedule 1 sets out the scope, nature and purpose of processing by B2me Tourism Marketing Ltd t/a as Ticketing Ready, the duration of the processing and the types of Personal Data and categories of Data Subject.
Without prejudice to the generality of clause 4.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to B2me Tourism Marketing Ltd t/a as Ticketing Ready and/or lawful collection of the Personal Data by B2me Tourism Marketing Ltd t/a as Ticketing Ready on behalf of the Customer for the duration and purposes of this agreement.
Without prejudice to the generality of clause 4, B2me Tourism Marketing Ltd t/a as Ticketing Ready shall, in relation to any Personal Data processed in connection with the performance by B2me Tourism Marketing Ltd t/a as Ticketing Ready of its obligations under this agreement:process that Personal Data only on the documented written instructions of the Customer unless B2me Tourism Marketing Ltd t/a as Ticketing Ready is required by law to otherwise process that Personal Data;
ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
not transfer any Personal Data outside of the UK or EEA unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:the Customer or B2me Tourism Marketing Ltd t/a as Ticketing Ready has provided appropriate safeguards in relation to the transfer;
the data subject has enforceable rights and effective legal remedies;
B2me Tourism Marketing Ltd t/a as Ticketing Ready complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
B2me Tourism Marketing Ltd t/a as Ticketing Ready complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
assist the Customer, at the Customer's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
notify the Customer without undue delay on becoming aware of a Personal Data Breach;
at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Data Protection Legislation to store the Personal Data; and
maintain complete and accurate records and information to demonstrate its compliance with this clause 4.
The Customer consents to B2me Tourism Marketing Ltd t/a as Ticketing Ready appointing third-party processors of Personal Data under this agreement. As between the Customer and B2me Tourism Marketing Ltd t/a as Ticketing Ready, B2me Tourism Marketing Ltd t/a as Ticketing Ready shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 4.
Third party providers

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. B2me Tourism Marketing Ltd t/a as Ticketing Ready makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not B2me Tourism Marketing Ltd t/a as Ticketing Ready. B2me Tourism Marketing Ltd t/a as Ticketing Ready recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. B2me Tourism Marketing Ltd t/a as Ticketing Ready does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

B2me Tourism Marketing Ltd t/a as Ticketing Ready's obligationsB2me Tourism Marketing Ltd t/a as Ticketing Ready undertakes that the Services will be performed with reasonable skill and care.
The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to B2me Tourism Marketing Ltd t/a as Ticketing Ready's instructions, or modification or alteration of the Services by any party other than 3 daysB2me Tourism Marketing Ltd t/a as Ticketing Ready or B2me Tourism Marketing Ltd t/a as Ticketing Ready's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, B2me Tourism Marketing Ltd t/a as Ticketing Ready will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.
B2me Tourism Marketing Ltd t/a as Ticketing Ready:does not warrant that:the Customer's use of the Services will be uninterrupted or error-free;
that the Services, and/or the information obtained by the Customer through the Services will meet the Customer's requirements;
the Software or the Services will be free from Vulnerabilities or Viruses;
the Software, or Services will comply with any Heightened Cybersecurity Requirements.
is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
This agreement shall not prevent B2me Tourism Marketing Ltd t/a as Ticketing Ready from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
Customer's obligationsThe Customer shall:provide B2me Tourism Marketing Ltd t/a as Ticketing Ready with:all necessary co-operation in relation to this agreement; and
all necessary access to such information as may be required by B2me Tourism Marketing Ltd t/a as Ticketing Ready;

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, B2me Tourism Marketing Ltd t/a as Ticketing Ready may adjust any agreed timetable or delivery schedule as reasonably necessary;
ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
obtain and shall maintain all necessary licences, consents, and permissions necessary for B2me Tourism Marketing Ltd t/a as Ticketing Ready, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
ensure that its network and systems comply with any specifications provided by B2me Tourism Marketing Ltd t/a as Ticketing Ready from time to time; and
be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to B2me Tourism Marketing Ltd t/a as Ticketing Ready's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
Charges and paymentThe Customer shall pay the User Fee in advance, to QLine Consulting Ltd for the User Subscriptions on the Effective Date.
The Customer shall pay the Set-up Fee to QLine Consulting Ltd on the Effective Date in accordance with this clause 8.
QLine Consulting Ltd shall provide to the Customer an invoice for the Set-up Fee and the Customer shall pay each invoice within 30 (thirty) days after the date of such invoice.
If QLine Consulting Ltd has not received payment within 3 days days after the due date, and without prejudice to any other rights and remedies of B2me Tourism Marketing Ltd t/a as Ticketing Ready:QLine Consulting OR B2me Tourism Marketing Ltd t/a as Ticketing Ready may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and QLine Consulting OR B2me Tourism Marketing Ltd t/a as Ticketing Ready shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of QLIne Consulting Ltd’s bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
All amounts and fees stated or referred to in this agreement:shall be payable in pounds sterling;
are non-cancellable and non-refundable;

are exclusive of value added tax, which shall be added QLIne Consulting’s invoice(s) at the appropriate rate.

Intellectual Property RightsThe Customer acknowledges and agrees that B2me Tourism Marketing Ltd t/a as Ticketing Ready and/or its licensors own all Intellectual Property Rights in the Services. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other Intellectual Property Rights, rights or licences in respect of the Services.
The Customer warrants and represents to B2me Tourism Marketing Ltd t/a as Ticketing Ready that it owns all right, title and interest in the Customer Materials.
The Customer grants to B2me Tourism Marketing Ltd t/a as Ticketing Ready an irrevocable licence to use and edit all Customer Materials for the purposes of the provision of the Services and its rights and/ or obligations under this agreement.
Confidentiality Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:is or becomes publicly known other than through any act or omission of the receiving party;
was in the other party's lawful possession before the disclosure;
is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
is independently developed by the receiving party, which independent development can be shown by written evidence.
Subject to clause 10.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 10.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute B2me Tourism Marketing Ltd t/a as Ticketing Ready's Confidential Information.
No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
The above provisions of this clause 10 shall survive termination of this agreement, however arising.
IndemnityThe Customer shall defend, indemnify and hold harmless B2me Tourism Marketing Ltd t/a as Ticketing Ready against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services, provided that:the Customer is given prompt notice of any such claim;
B2me Tourism Marketing Ltd t/a as Ticketing Ready provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
the Customer is given sole authority to defend or settle the claim.
Limitation of liabilityExcept as expressly and specifically provided in this agreement:the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. B2me Tourism Marketing Ltd t/a as Ticketing Ready shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to B2me Tourism Marketing Ltd t/a as Ticketing Ready by the Customer in connection with the Services, or any actions taken by B2me Tourism Marketing Ltd t/a as Ticketing Ready at the Customer's direction;
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
the Services are provided to the Customer on an "as is" basis.
Nothing in this agreement excludes the liability of B2me Tourism Marketing Ltd t/a as Ticketing Ready:for death or personal injury caused by B2me Tourism Marketing Ltd t/a as Ticketing Ready's negligence; or
for fraud or fraudulent misrepresentation.
Subject to clause 12.1 and clause 12.2:B2me Tourism Marketing Ltd t/a as Ticketing Ready shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
B2me Tourism Marketing Ltd t/a as Ticketing Ready's total aggregate liability in contract (including in respect of any indemnities), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.
Nothing in this agreement excludes the liability of the Customer for any breach, infringement or misappropriation of B2me Tourism Marketing Ltd t/a as Ticketing Ready’s Intellectual Property Rights.
Term and terminationThis agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and shall continue for the Initial Term for a period of 12 months at which point this agreement shall terminate upon the expiry of the applicable Term; or (ii) otherwise terminated in accordance with the provisions of this agreement.

13.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

the other party fails to pay an amount due under this agreement on the due date for payment and remains in default not less than 30 (thirty) days after being notified in writing to make such payment;
the other party commits a material breach of any term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so;
the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 13.2(c); or
the other party suspends or ceases, or threatens to suspend or cease, carrying on business.
On termination of this agreement for any reason:all licences granted under this agreement shall immediately terminate and the Customer shall and shall procure that all Authorised Users shall immediately cease all use of the Services;
B2me Tourism Marketing Ltd t/a as Ticketing Ready may destroy or otherwise dispose of any of the Customer Data in its possession unless B2me Tourism Marketing Ltd t/a as Ticketing Ready receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. B2me Tourism Marketing Ltd t/a as Ticketing Ready shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by B2me Tourism Marketing Ltd t/a as Ticketing Ready in returning or disposing of Customer Data; and
any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
Force majeure

B2me Tourism Marketing Ltd t/a as Ticketing Ready shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of B2me Tourism Marketing Ltd t/a as Ticketing Ready or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Rights and remedies

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

SeveranceIf any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
If any provision or part-provision of this agreement is deemed deleted under clause 18.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Entire agreementThis agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that in entering into this agreement it does 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 this agreement.
Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
Nothing in this clause shall limit or exclude any liability for fraud.
AssignmentThe Customer shall not, without the prior written consent of B2me Tourism Marketing Ltd t/a as Ticketing Ready, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
B2me Tourism Marketing Ltd t/a as Ticketing Ready may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
No partnership or agency

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

Third party rights

This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

CounterpartsThis agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
NoticesAny notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in this agreement.
A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
Governing law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

Processing, Personal Data and Data Subjects

The processing of personal data is as follows (provide a description of the subject matter and nature of the processing, including any systems used to store and process personal data, obligations of B2me Tourism Marketing Ltd t/a as Ticketing Ready and any rights of the Customer in regards to the personal data):

The Customer is a Destination Management Organisation and provider of services to corporate customers, being suppliers of travel and leisure services in the UK.
B2me Tourism Marketing Ltd t/a as Ticketing Ready has developed a software application and platform measurement and marketing tool known as ‘B2me Tourism Marketing Ltd t/a as Ticketing Ready’ which allows users to assess their suitability as suppliers for the travel trade and allows users to be introduced to possible buyers of their travel and leisure services.

Data subjects

The personal data concern the following categories of data subjects (please specify):

The Customer’s [employees …];

Purposes of the processing

The processing is necessary for the following purposes (please specify):

- For the delivery of the technology services

Categories of data

The personal data processed fall within the following categories of data (please specify):

Sensitive data (if appropriate)

The personal data processed fall within the following categories of sensitive data (please specify):

- NONE.

Instructions with regards to the processing of personal data:

The Supplier shall process the Personal Data only in accordance with the instructions of the Company.