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
DG&G Travel Information ("DG&G" 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 When you provide us with your credit or debit card details you are agreeing,
on behalf of the Customer, to the terms and conditions in this Agreement
and, on behalf of the Customer, 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.
1.4 If DG&G accepts your order, on our sending that confirmatory e-mail
to you, a contract for the supply of the Service will be created between
Reed Business Information Limited and the Customer.
1.5 DG&G 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 DG&G reserves the right at any time to add to or delete from the
Services that are made available via this website.
1.8 DG&G Travel Information is a division of Reed Business Information
Limited, a company registered in England under company number 151537. Our
registered office is at Quadrant House, The Quadrant, Sutton, Surrey SA2
5AS. We are registered for VAT and our VAT number is GB 235 7235 65.
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 DG&G's customer database, or as otherwise agreed by DG&G
in writing;
2.2 "our Charges" - DG&G's charges for the Service set out on our website,
as adjusted by DG&G in accordance with this Agreement from time to time;
2.3 "the Subscription Term" - the period of twelve months starting from
the date of DG&G's email accepting the order, or as otherwise agreed
by DG&G 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 DG&G 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 DG&G 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 DG&G
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 DG&G 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 DG&G immediately of any
changes in those details.
3.5 DG&G 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 DG&G reserves the right at any time to suspend provision of the
Service for the purposes of repair, maintenance or support, or if DG&G
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 DG&G, the Customer or any User, or if DG&G believes
or suspects that the Customer is in breach of any of its obligations under
this Agreement.
3.9 DG&G 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 DG&G to have reasonable grounds or cause for complaint requests
DG&G to do so, or if DG&G 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
DG&G 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 DG&G or its licensors.
DG&G 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 DG&G Travel Information™, the DG&G logo and Reed Business
Information™ are trade names of Reed Business Information 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 gazetteers.com. You must pay by credit or debit card at the time of submitting
your order, and the payment will cover access to the Service for the Subscription
Term.
5.2 We try to ensure that the prices displayed on our website are accurate
but the price on your order will need to be validated by us. We will inform
you if our Charges are higher than those stated in your order, and you may
cancel the order and decide whether or not to subscribe to the Service at
the correct Charges.
5.3 The Customer undertakes and warrants that all details provided to us
for the purpose of subscribing to the Service will be correct, that the
credit or debit card used belongs to the Customer and that there are sufficient
funds or credit facilities to cover the cost of any subscription. We reserve
the right to obtain validation of any credit or debit card details before
providing the Service.
5.4 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.
DG&G 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, DG&G 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. DG&G 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 DG&G 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 DG&G 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". DG&G gives no warranty that the
Service will be error free or operate without interruption.
7.6 DG&G accepts no liability for the inability of anyone to access
the Service.
7.7 DG&G will have no liability in connection with any unauthorised
use of the Service. DG&G 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 DG&G 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 DG&G and keep DG&G indemnified against
all losses, damages, liabilities, costs and expenses incurred by DG&G
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 DG&G'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 DG&G) will be limited to damages which
will not exceed, in aggregate, the charges paid to DG&G by the Customer
under this Agreement during the 12 months before the event giving rise to
the claim.
7.11 DG&G makes no representations whatsoever about any other websites
which may be accessed through the Service or our site. Other websites are
independent from DG&G and we have no control over their content or availability.
A link to any other website does not mean that DG&G endorses or accepts
any responsibility for the content, or the use of, that website and DG&G
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 DG&G) 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, DG&G 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 DG&G
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 DG&G. DG&G 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 DG&G 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 DG&G
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 DG&G 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 DG&G 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 DG&G under this Agreement must be sent to:
DG&G, Quadrant House, The Quadrant, Sutton, Surrey SA2 5AS; or any other
address that DG&G may notify to the Customer from time to time. DG&G
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. |
