1.1 The company with whom You are contracting by entering into this agreement is Click Travel Limited (Company number 03770815) of Alpha Tower, Suffolk Street Queensway, Birmingham, B1 1TT (“Click Travel”). We are a travel management company providing travel procurement services, associated software and consulting services. "You", “Your” or "Yourself" means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.
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2.1 This Agreement is for the provision of travel management services.
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3.1 From the moment that You accept its terms either by signing this document or by clicking on the acceptance button on our web pages (or if You take any other action which indicates acceptance of this agreement) this agreement is binding on Click Travel and You.
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4.1 You agree to pay to Click Travel the following Fees unless otherwise agreed by the parties in writing:

It is noted and agreed that:

5.1 Transaction Fees are stated in GBP and are exclusive of VAT (as applicable) which You must pay in addition.

5.2 Where payment of invoices submitted by Click Travel is made by credit card, Click Travel will debit cards presented for payment on at least a daily basis and deliver a corresponding invoice to the registered card holder. Credit card fees (at the prevailing rate from time to time) apply on transactions where Click Travel acts as the merchant. All such charges will be presented to the user prior to completing a booking.

5.3 All invoiced Fees and charges are due net 14 days from the invoice date. Where payment of invoices submitted by Click Travel is made by direct debit, the direct debit system will collect payment on or after the invoice due date.

5.4 If any amounts invoiced are not received by Click Travel by the due date, then (at Click Travel’s discretion) such monies may accrue late payment interest at the rate of 1.5% over the prevailing Lloyds TSB base rate of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. If any charge due from You is 14 days or more overdue, Click Travel may, without limiting our other rights and remedies, demand that all moneys owing to Click Travel become immediately due and payable and Click Travel may suspend all Services until such amounts are paid in full. Credit is subject to status, You give Click Travel permission to obtain credit reports on Your organisation and monitor credit worthiness on an ongoing basis. Click's opinion on Your credit worthiness is final and may not be disputed. Click reserves the right to remove credit and demand all outstanding monies immediately if, in Click's opinion, credit worthiness is not satisfactory.

5.5 Any invoice queries should be raised with Click Travel in writing no less than 14-days from the invoice date. All queries will be responded to by Click Travel within 2 working days. All invoiced supplier charges are payable on presentation of the Click Travel Invoice or request for payment. A copy of the original invoice presented by the supplier to Click Travel may be available subject to an administration fee of £35.00 per document.

5.6 Fees will be increased annually on the anniversary of this agreement in line with inflation, by reference to the Retail Price Index.

5.7 You instruct Click Travel to settle all travel costs with the Supplier and discharge all debts with Suppliers and to invoice You under the terms of this agreement. You agree that costs incurred on Bookings using the credit facility are due to Click Travel and will be paid upon production of a Click Travel invoice which will be issued detailing the Fees, Service Costs and any other items due. Click Travel acts as a payment mechanism for You to pay Suppliers. Charges from Suppliers passed on to You by Click Travel which are subsequently disputed do not constitute grounds for non-payment to Click Travel. If instructed to do so, Click Travel will investigate the dispute with the Supplier and the outcome will be final. Alternatively, You can take up any such dispute with the Supplier direct.

5.8 Click Travel reserves the right to charge £35 for each credit and re-invoice as a result of You entering information during the booking process, which You later seek to change.
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6.1 The Services comprise those Services listed in section 4 above. All Services are made available pursuant to and in accordance with this agreement during the Agreement Period. Click Travel provides the Services to enable You to book air tickets, hotel rooms, train tickets, car hire rental and related items made available to You online via the login link at https://www.clicktravel.com and/or Travel Cloud and/or other web pages hosted on our behalf, including associated offline components. Click Travel achieves this through our own proprietary applications and through certain third party applications.

6.2 The Services are made available to You for Your internal business purposes (but not for the benefit of any third party and not for resale). Click Travel has no obligation to make any Services available if You are in default of this agreement or if this agreement is capable of being lawfully terminated by Click Travel.

6.3 From time to time Click Travel may offer You the opportunity to use, at no charge, Click Travel products or Services that are not generally available to Click Travel customers (“Non-GA Services”). You may contract to use Non-GA Services without obligation to do so. Any Non-GA Services will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import. Non-GA Services are provided “as is,” exclusive of any warranty or support, and may contain bugs or errors. Non-GA Services are provided for evaluation and testing purposes and are not intended for production use, may never be made generally available, and may be discontinued at any time. Click Travel excludes all financial and/or other liability arising from use of Non-GA Services.
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7.1.1 This agreement applies to all Bookings made by You and/or Users and consumed by Travellers.

7.1.2 Click Travel places Bookings on Your behalf with Suppliers. Click Travel communicates your instructions to the Supplier including any applicable authorised limits. The person or persons consuming the service (i.e. Users, Travellers) are responsible for ensuring any applicable limits are not exceeded.You are liable for all charges arising from the Supplier in connection with and relating to the Booking placed including any charges made by the Supplier over and above any applicable authorised limits for items ordered directly with the Supplier by You, Users, Travellers, Your employees or associates.

7.1.3 Click Travel excludes all financial and/or other liability arising from any failure to ratify within one hour of the Booking being published to Travel Cloud that such Booking accurately reflects it’s originating Order. If You discover that a Booking is inaccurate You must contact Click Travel immediately and within such one-hour interlude.

7.1.4 By making a Booking You and/or Users and/or Travellers enter into a legally binding contract with the relevant Supplier. Such contract for Travel Supplier’s Services will be subject to the Rules and Restrictions of that Supplier in addition to any relevant general and specific conditions for the service purchased, collectively known as Conditions. You and/or Users and/or Travellers will be bound by such Conditions. It is Your sole responsibility to ensure that You and/or Users and/or Travellers read, understand and comply with such Conditions. The Conditions of a Booking must be obtained by You from each such Supplier. Information as to how to find the Conditions may be requested from Click Travel at the time of booking or confirmation, but You and all Users and Travellers are bound by the Conditions whether or not You have made Yourselves fully aware of them.

7.1.5 You are solely responsible for ensuring that each travel itinerary booked through Click Travel accurately reflects Your Order. You are responsible for the accuracy of all data supplied to Click Travel and/or any Suppliers including without limitation information entered into Travel Cloud. If any data is found to be incorrect, additional charges may be levied by Click Travel and/or the Supplier to make appropriate corrections.

7.1.6 It is acknowledged and agreed that the Travel Supplier’s Services may be subject to cancellation by the Supplier without prior notice and Click Travel excludes all financial and/or other liability arising from any such cancellation.

7.1.7 Your Users, Travellers, employees and associates, are required to carry a debit or credit card whilst participating in Bookings made by Click Travel. A credit card is required by many Suppliers as a form of guarantee as part of their internal operating policy irrespective of how the bill is ultimately being settled. Click Travel is not responsible or liable for any inconvenience or costs arising as a result of a Traveller or associate travelling without a debit or credit card. If a Supplier refuses to provide a service because the Traveller does not have a debit or credit card, You will be liable for any charges arising even if the service does not take place.

7.1.8 You should be aware that the local authorities in certain countries may impose additional taxes (tourist tax, etc), which have to be paid locally. You are solely responsible for paying such additional taxes.

7.1.9 You are liable to pay for the services as soon as an Order has been fulfilled by Click Travel. After You place an Order, Click Travel will confirm by email that the Order has been fulfilled and the cost of the service whether estimated or fixed. Non-receipt of such an email does not waive Your liability for the cost of services under such Order.

7.1.10 You may be charged by more than one party in respect of a Booking, for instance, by Click Travel, a Supplier or such other party as may appear on Your credit card or bank statement, although the total amount charged will not exceed the total price of the Booking in question.

7.1.11 For each Booking, the price of the Travel Supplier’s Services will be quoted prior to conclusion of the Booking and except in cases of obvious error will not be varied.

7.1.12 You acknowledge that Click Travel may receive payment from a Supplier and Click Travel shall be entitled to retain all Commission for its own account.

7.1.13 The carriers, hotels and other Suppliers providing Travel Supplier’s Services are independent contractors and not agents or employees of Click Travel or its affiliates. Click Travel and its affiliates are not liable for the acts, errors, omissions, representations, warranties, breaches or negligence of any such Suppliers or for property damage, or other damages or expenses resulting therefrom. Click Travel and its affiliates have no liability and will make no refund in the event of any delay, cancellation, overbooking, strike, force majeure or other causes beyond their direct control, and they have no responsibility for any additional expense, omissions, delays, re-routing or acts of any government or authority.

7.1.14 You authorise Click Travel to make payments on Your behalf to any Hotel or other Supplier with whom a Booking has been made to cover all liabilities incurred by You, Your Users and Travellers. You will be indemnify and reimburse to Click Travel all amounts paid on Your behalf by Click Travel on demand.

7.1.15 Please make Bookings with care and attention. Travel Cloud will not stop You from making futile Bookings (such as, but not limited to, booking two flights to the same place at the same time for the same Traveller and/or a flight to one place and theatre tickets to another at the same time). For the avoidance of doubt, any advice or information provided by Click Travel about required or recommended medical vaccinations for a country is provided without warranty or any guarantee of accuracy. If conflicting Bookings are made, Click Travel is not liable to offer a refund.

7.1.16 Click Travel may occasionally on request make Bookings for User’s personal travel. These Bookings will be placed against the Users profile in Travel Cloud and may affect the validity of Management Information provided to You.

7.1.17 If You chose to make a booking off line for a booking which You are unable to make on line You will be charged an off line booking fee.

7. 1.19 Meetings and Event bookings should be made using the booking portal available through Travel Cloud. Click Travel does not accept Meeting and Event bookings for venues which do not accept credit card payments.

7.1.20 The use of Account Management and Implementation time is subject to reasonableness. You will be notified by Your Account Manager if it is considered that Your usage is unreasonable and we reserve the right to apply a charge for additional usage at £590 per day, £295 per half day.
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7.2.1 Click Travel’s Fees are based on Services purchased whether or not used and all Fees are non-refundable. Once a User has purchased a Service it must be paid for. There can be no cancellation of any Service purchased without Click Travel’s written acceptance.

7.2.2 If You intend to cancel a Booking You must retain the cancellation reference issued by Click Travel. You must not contact the Supplier direct to effect the cancellation because a reference will not be issued by Click Travel and You are then fully liable should the Supplier levy a charge. If a dispute arises over any cancellation charge, the cancellation reference provided by Click Travel shall be the sole proof that You made the cancellation and no refund can be paid without it. Click Travel will endeavour to obtain a refund from a Supplier if requested but no refund can ever be guaranteed.

7.2.3 Users may request cancellation or variation to a Booking by calling 0844-7452121 or by email to res@clicktravel.com on the following conditions: (1) all requests for cancellation/variation will be dealt with by Click Travel on behalf of the Suppliers concerned; (2) cancellations and changes will be undertaken in accordance with the applicable Supplier Rules and Restrictions and separate cancellation/variation charges imposed by the Supplier may apply. If such cancellation or variation charges are imposed by a Supplier then You undertake to pay these in full (3) variation to any Booking may require cancellation of the original Booking (which may incur charges imposed by the Suppliers up to the full value of the Booking) and creating a new Booking for which You will be required to pay the Fees and Charges in addition to any prior charges payable by You. If Your cancellation or variation request is required for travel in less than 2 hours time it must be requested by telephone not email.

7.2.4 If the Traveller for any Booking does not participate in the Service, Click Travel is not obliged to pay any refund. If the Traveller for a Booking does not attend for the first night of a hotel reservation but plans to check-in for subsequent nights in the reservation, the User must confirm in writing a variation to the relevant Booking to Click Travel no later than the original date of check-in, failing which the Booking may be subject to cancellation by the Supplier and subject to cancellation charges. Failure to attend for an outbound flight may result in the return journey being cancelled without refund.

7.2.5 If You use Click Travel’s conference, meeting and events services, You are required to make all Your enquiries through Click Travel’s MICE portal. If you do not proceed with more than 15% of the enquiries made through the portal measured quarterly, Click Travel reserves the right to apply a charge of £200 for every subsequent enquiry which does not result in a Booking.
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7.3.1 It is the Travellers sole responsibility to ensure that appropriate documentation is obtained to enter and where necessary work in a foreign country before travelling to that country. This may include a passport with appropriate validity and a visa of the correct type and validity. Click Travel excludes all financial and/or other liability arising from any failure to obtain and carry appropriate documentation. Please note that in some foreign countries a criminal conviction can prevent entry.

7.3.2 For the avoidance of doubt, any advice or information provided by Click Travel with regard to the required documentation and conditions to gain entry to a country is provided without warranty or any guarantee of accuracy.
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7.4.1 It is the Traveller’s sole responsibility to research and obtain required or recommended medical vaccinations for any country to which that person intends to travel. Click Travel excludes all financial and/or other liability arising from any failure to research and obtain appropriate medical vaccinations.

7.4.2 For the avoidance of doubt, advice or information provided by Click Travel about required or recommended medical vaccinations for a country is provided without warranty or any guarantee of accuracy.If conflicting Bookings are made, Click Travel is not liable to offer a refund.
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7.5.1 All suppliers retain ultimate control of their inventory and reserve the right to alter, cancel or substitute services for an appropriate alternative as deemed by the supplier . For example airlines remain in control of their own inventory and at any time can cancel airline tickets or move confirmed bookings to alternative flights. This is beyond the control of Click Travel and Click Travel excludes all financial or other liability for any inconvenience or cost incurred or suffered by You any User and/or any Traveller as a result of suppliers managing their own inventory. This exclusion is without prejudice to any claim against the supplier in question.

7.5.2 Click Travel's rates and charges are based on Click retaining ownership and control of commercial agreements with Travel Suppliers who provide content for the Click service. Please note that Click Travel reserves the right to change these rates and charges if You negotiate Your own commercial agreements or introduce a buying consultancy or consortia to negotiate on Your behalf. Click Travel reserves the right to decline to load and utilise any content subject to a commercial agreement outside of Click's control.
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8.1 You agree to use all reasonable endeavours to ensure that all travel related services sought by You in Your business are ordered through Click Travel.

8.2 Click Travel cannot guarantee that any Supplier currently available through Travel Cloud will continue to be available throughout the Agreement Period. If a Supplier is temporarily unavailable in Travel Cloud, it may be possible to make a booking offline. If a booking is completed by an offline travel consultant then the agreed offline fee will prevail. If You do not wish to pay the offline fee, we advise that You wait until the Supplier becomes available to book online.

8.3 Click Travel frequently innovates in order to provide a premium experience for Users and accordingly You agree that the form and nature of the Services which Click Travel provides may change from time to time without prior notice to You. Such changes will be restricted to those that do not change the essential nature of the software provided and/or affect its usage by You.
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9.1 Only those people notified to Click Travel as Users can access the Services. You may indicate to Click Travel a range of Users in general terms, for instance ‘all of our employees’ or You may provide to Click Travel a list of the names of Users. User designations cannot be shared or used by more than one User without Click Travel’s permission in writing.

9.2 You agree that any representative or employee of Yours, or any contact of Yours who has a live profile in Travel Cloud who contacts Click Travel is acting on Your behalf and that Click Travel is entitled to treat such person as a User (whether or not designated as such). Submission of an Order to Click Travel indicates irrevocable and unconditional acceptance of these terms.

9.3 Users who place a Booking (whether online or offline) are responsible and liable for all costs arising from such Booking until such liabilities are settled in full on Your behalf. If You do not settle any invoice(s) due for payment, the User who placed the Booking shall be liable (as primary obligor) for such payment and Click Travel reserves the right to pursue the User for payment against such invoice(s).

9.4 You must prevent any unauthorised access to or use of the Services. If any such unauthorised access or use of the Services comes to Your attention You must notify Click Travel in writing promptly and effectively.

9.5 You must ensure that all access and use of the Services is made by Users in accordance with the User Guide issued by Click Travel and applicable Law.

9.6 In relation to Travel Cloud and the Web Site You must not:

10.1 You must ensure that You provide a supported computing device, operating system, web browser and Internet connection, in accordance with our minimum system requirements which are published online at https://www.clicktravel.com/system-requirements

10.2 You are responsible for ensuring that any train ticket printers that You own and that you intend to use in conjunction with the Services are compatible with the Services, in accordance with our minimum system requirements which are published online at https://www.clicktravel.com/system-requirements. Furthermore, You are responsible for all costs associated with preparing Your train ticket printers for use with the Services, including but not limited to replacing the installed firmware.

10.3 You must designate one User (at least) to act as an administrator responsible for requesting set-up, replacement and removal of individual Users and for all other administrative tasks in relation to use of the Services by You. Such User must be fully authorised to bind You in contract.

10.4 You are fully and vicariously responsible for compliance with this agreement by all Users designated by You and for all Travellers and You will procure that they all abide in full by this agreement as if they were a party hereto.

10.5 You are responsible for the accuracy, quality and legality of all Data provided to Click Travel and of the means by which You acquired Data.

10.6 You must provide Click Travel with complete and accurate billing and contact information and promptly notify any changes to such information.
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11.1 Click Travel shall provide basic on line support for the Services at no additional charge.

11.2 Click Travel shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Data. Click Travel shall not (a) modify Your Data, except in the provision of the Service and as instructed by You (b) disclose Data except as compelled by law (see Section titled “Compelled Disclosure”) or as expressly permitted in writing by the data subject, or (c) access Your Data except to provide the Services and the Travel Supplier’s Services and so as to prevent or deal with service or technical problems and/or in connection with customer support requests.

11.3 You agree that Click Travel and/or third parties may from time to time offer to You products or Services, including but not limited to Non-Click Travel Applications and implementation, customisation and other consulting Services. If You no longer wish to receive such offers You should notify Click Travel in writing. Any acquisition of Non-Click Travel products or Services and any exchange of data between You and any third party provider, is solely between You and the third party provider. Click Travel does not warrant or support third party products or Services, whether or not they are endorsed by Click Travel as “certified” or otherwise.

11.4 The Services may contain features designed to interoperate with Non-Click Travel Applications (e.g., Google, Facebook or Twitter applications). To use such features, You may be required to access Non-Click Travel Applications. If You install or enable Non-Click Travel Applications for use with Services, You irrevocably authorise Click Travel to allow providers of such Non-Click Travel Applications to access Your Data to allow the interoperation of such Non-Click Travel Applications with the Services. Click Travel excludes all financial and/or other liability arising from any disclosure, modification or deletion of Your Data accessible by Non-Click Travel Application providers. If the provider of any Non-Click Travel Application ceases to make the Non-Click Travel Application available for interoperation with the corresponding Service features on reasonable terms, Click Travel may cease providing such Service features without being obliged to pay any refund, credit, or other compensation. The Services may include hyperlinks to other Web Sites or content or resources. Click Travel has no control over any Web Sites or resources which are provided by third parties other than Click Travel.

11.5 Click Travel is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such Web Sites or resources. Click Travel excludes all financial and/or other liability for any loss or damage which may be incurred by You in relation to external sites or resources, or as a result of any reliance placed by You on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such Web Sites or resources. You undertake to Click Travel that when You leave the Click Travel Service You will read the terms and conditions and privacy policy of any third-party website or service that You visit.
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12.1 All intellectual property rights in Travel Cloud and all intellectual property rights in software made available to download from the Web Site (“Software”) are proprietary to Click Travel (or as the case may be, our affiliates and/or their licensors and suppliers.) You have permission to use Travel Cloud and the Software subject to the terms of the end user license agreement, if any, which accompanies or is included with the Software (“License agreement”). You may not install, copy or use any Software that is accompanied by or includes a License agreement unless this is permitted under the License agreement terms which You have previously accepted.

12.2 To the extent that we are able to do so, Click Travel grants to You and Your Users, a personal, revocable non-transferable license to use the Software for viewing and otherwise using the Web Site in order to make Bookings in accordance with this agreement and for no other purpose (“Bookers License”). By installing, copying or otherwise using the Software You agree to be bound by the terms and conditions of this Bookers Licence.

12.3 Please note that all Software, including without limitation all HTML code, Active X controls and other script contained in the Web Site, is owned by Click Travel, its affiliates and/or their suppliers and is protected by copyright laws and international treaty provisions. Any reproduction or redistribution of Travel Cloud and/or the Software is expressly prohibited. You may not reverse engineer, decompile or disassemble Travel Cloud and/or the Software except and only to the extent that such activity is expressly permitted by law notwithstanding this limitation.

12.4 Click Travel excludes all financial and/or other liability in relation to the non-availability and/or the functionality of the Web Site, and the Software. No warranty as to any availability and/or functionality of the Web Site or the Software is provided by Click Travel.

12.5 As between Click Travel and You, all intellectual property existing in the contents of Click Travel’s Web Site and the Services and Travel Cloud are retained and reserved to Click Travel. Subject to the limited rights for You to use Travel Cloud expressly granted hereunder, Click Travel reserves all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to any person under this agreement other than as expressly provided herein. You agree not to challenge the validity or Click Travel’s ownership of our intellectual property rights. Please take note that, without limiting any of its legal, equitable or contractual rights or remedies, Click Travel shall have the right to seek immediate injunctive relief in any court of competent jurisdiction to enforce its intellectual property rights.

12.6 You must not (i) permit any third party to access the Services except in accordance with this agreement, (ii) create derivative works based on Travel Cloud, the Web Site and/or the Services, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.

12.7 Click Travel shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You and/or Users, relating to the operation of the Services.
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13.1 In this agreement, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”),whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Click Travel’s Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

13.2 Except as otherwise permitted in writing by the Disclosing Party: (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); (ii) the Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this agreement; and (iii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this agreement to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.

13.3 The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

13.4 Subject to the limited rights granted by You hereunder, Click Travel acquire no right, title or interest from You or Your licensors under this agreement in or to Your Data, including any intellectual property rights therein.

13.5 Credit card details stored on Click Travel systems are done so in accordance with the Payment Card Industry Data Security Standard (PCI-DSS).

13.6.1 For the purposes of this clause 13.7 the following definitions will apply:

13.6.2 Data Protection and Information Security

13.6.2.1 In performing the Services and its other obligations under this Agreement Click Travel will comply with the Data Protection Laws.

13.6.2.2 You authorise Click Travel to Process the Agreement Personal Data during the Term as a Data Processor solely for the purpose of providing the Services.

13.6.2.3 You acknowledge that Click Travel uses a number of third party processors in the provision of the Services and consents to such use (“Authorised Sub-Processors”). You shall be notified of any changes to Authorised Sub-Processors and you will have the opportunity to object.

13.6.2.4 If Click Travel appoints an Authorised Sub-Processor pursuant to clause 13.6.2, Click Travel will ensure that there is in place a written contract between Click Travel and the Authorised Sub-Processor that specifies the Authorised Sub-Processor’s Processing activities and imposes on the Authorised Sub-Processor equivalent terms to those imposed on Click Travel in this clause 13.6.2.

13.6.2.5 Click Travel will remain responsible for all acts and omissions of Authorised Sub-Processors as if they were its own.

13.6.2.6 Click Travel will, and will procure that any Authorised Sub-Processor will:

13.6.2.6.1 Process the Agreement Personal Data only on documented instructions (including this Agreement) from you;

13.7.2.6.2 without prejudice to clause 13.6.2.6.1, ensure that Agreement Personal Data will only be used for the purpose of providing and to the extent required to provide the Services;

13.7.2.6.3 only permit any Processing of Agreement Personal Data outside the United Kingdom and/or the European Economic Area by Authorised Sub-Processor who provide appropriate safeguards for the protection of Personal Data as required by the Data Protection Legislation, or in order to comply with United Kingdom, European Union (as it is made up from time to time) or European Union Member State Applicable Laws in which case Click Travel will notify you of such legal requirement prior to such transfer unless such Applicable Laws prohibit notice to you on public interest grounds);

13.7.2.6.4 ensure that any individual authorised to Process Agreement Personal Data:

13.7.2.6.4.1 is subject to confidentiality obligations or is under an appropriate statutory obligation of confidentiality;

13.7.2.6.4.2 will comply with this clause 13.6.2;

13.6.2.7 implement (and assist you to implement in relation to the implementation of the Services) technical and organisational measures at a minimum to ensure a level of security appropriate to the risk presented by Processing the Agreement Personal Data, in particular from a Data Security Incident;

13.6.2.8 notify you without undue delay after becoming aware of a Data Security Incident. Where, and in so far as, it is not possible to provide all the relevant information at the same time, the information may be provided in phases without undue further delay, but Click Travel (and Authorised Sub-Processors) may not delay notification under this clause 13.6.2.8 on the basis that an investigation is incomplete or ongoing;

13.6.2.9 assist you in:

13.6.2.9.1 responding to requests for exercising Data Subjects’ rights under the Data Protection Laws by appropriate technical and organisational measures, insofar as this is possible;

13.6.2.9.2 documenting any Data Security Incidents and reporting any Data Security Incidents to any supervisory authority and/or Data Subjects;

13.6.2.9.3 taking such reasonable measures to address Data Security Incidents, including, where appropriate, measures to mitigate their possible adverse effects; and

13.6.2.9.4 conducting privacy impact assessments of any Processing operations and consulting with supervisory authorities, Data Subjects and their representatives accordingly; and

13.6.2.10 You acknowledge that Users or Travellers may also use Travel.Cloud for personal travel, and that Click Travel will Process such Personal Data in relation to such Users or Travellers (“Personal Traveller Data”) as Data Controller in such circumstances.

13.6.2.11 If requested by you, Click Travel shall securely delete or return to you all Agreement Personal Data promptly after the end of the provision of Services relating to Processing, and securely delete any remaining copies. For the avoidance of doubt, Personal Traveller Data may be retained by the Click Travel as Data Controller.

13.6.2.12 The Click Travel will, and will procure that Authorised Sub-Processors will make available to you all information necessary to demonstrate compliance with the obligations set out in this clause 13.6.2.
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14.1 The following limitations and exclusions of Click Travel’s liability do not affect Your mandatory legal rights and all such exclusions and limitations are to be enforced only to the extent permissible under applicable Law from time to time.

14.2 Click Travel shall use reasonable care and skill in carrying out the Services.

14.3 You agree to defend and indemnify Click Travel its affiliates, and/or their respective suppliers and any of their officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought by third parties as a result of: (a) Your breach of this agreement and/or the documents referenced herein; (b) Your violation of any Law and/or the rights of a third party; or (c) Your use of the Web Site.

14.4 You acknowledge and accept that the information, software, products, and Services published on the Web Site may include inaccuracies or typographical errors and Click Travel and its affiliates shall not be liable for any such inaccuracies to any extent. Click Travel and its affiliates do not guarantee the accuracy of, and disclaim liability for inaccuracies relating to the information and description of the hotel, air, ferry car and other travel products displayed on this website (including, without limitation, photographs, list of hotel amenities, general product descriptions and travel alters), much of which information is provided by the respective suppliers. Any hotel ratings displayed on this website are intended as only general guidelines, and Click Travel and its affiliates do not guarantee the accuracy of the ratings. Click Travel, its affiliates and/or their respective suppliers may make improvements and/or changes on the Web Site at any time.

14.5 Click Travel, its affiliates, and/or its respective suppliers exclude all warranties, terms and conditions with regard to this information, software, products and Services, which are not expressly provided in this agreement including without limitation all implied warranties and conditions to the extent that it is lawful to do so. Click Travel, its affiliates and/or its respective suppliers make no representations about the suitability of the information, software, products, and Services contained on the Web Site for any purpose and the inclusion or offering for sale of any products or Services on the Web Site does not constitute any endorsement or recommendation of such products or Services by Click Travel or its affiliates.

14.6 Click Travel is not liable to You in relation to Travel Supplier’s Services booked with any Supplier. If a Supplier is unable to provide the service booked Click Travel will have no further obligation other than to use its reasonable endeavours to assist You to place an Order for an alternative service and to seek redress from the Supplier in default. Click Travel has no liability for any failure by any Supplier to provide any part of the service ordered or for anything else that may go wrong with the Travel Supplier’s Services and/or the Booking.

14.7 Click Travel excludes financial and all other liability for any damage, loss, personal injury or death suffered by any person in relation to the acts or omissions of a Supplier. Click Travel selects Suppliers in good faith, but Click Travel shall not be liable in negligence or otherwise if any Supplier incurs legal liability to You or to a user or registered Traveller or becomes insolvent or otherwise defaults in any way.

14.8 In no event shall Click Travel (or our respective licensors) or You have any liability to the other party for any lost profits or revenues or for any, direct, indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages. The foregoing disclaimer shall not apply to the extent prohibited by applicable Law.

14.9 Click Travel shall not be liable for any losses arising out of any actions beyond its control (force majeure) such as but not limited to the delay or interruption of its performance of obligations under the agreement due to any act of God, act of governmental authority, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems, Internet service provider failures or delays, or denial of service attacks, unplanned system down time, or any other cause beyond Click Travel’s reasonable control.

14.10 Click Travel is not liable for any fluctuation in price, change in schedule, equipment or accommodation, imposed by a Supplier, which occurs subsequently to payment for such service. Click Travel excludes all liability for errors in reservations, fares, or other information provided by any automated airline or other reservation system, other than that due to negligence by Click Travel or its staff.

14.11 Click Travel shall not be liable for any act, error, omission, injury, loss, accident, damage, delay, non-performance, irregularity, or any consequences there from, which may be occasioned through the neglect, or default, or any other act or inaction of any Supplier.

14.12 No party (the First party) shall be liable for any act or omission committed or omitted in compliance with any written direction of any other party.

14.13 No party shall be liable to pay monetary compensation in relation to any liability to any other party unless such other party has taken all steps reasonably available to such party to mitigate its losses.

No party shall incur liability to any other party to the extent that the other party is covered by any policy of insurance.

14.14 No party shall incur liability to any other party to the extent that liability arises by reason of a change in Law.

14.15 No party shall be liable to the extent that such liability is contingent unless and until such liability becomes actual after all contingencies have occurred.

14.16 Nothing in this agreement shall in anyway exclude or limit either party’s liability for (i) death or personal injury caused by its negligence; or (ii) for fraud.

14.17 Where You contact a Supplier directly to make a booking and Click Travel retrospectively takes over the bill back / payment element of the transaction, Click Travel does not act as Agent in this transaction. The contract for services provided is entered into by You with the Supplier and Click Travel is not party to the contract. Click Travels obligations are limited to providing a payment mechanism on Your behalf to settle any outstanding amounts with the Supplier on to recharge those amounts to You. You may not dispute, delay or withhold payment of the invoice submitted by Click Travel, any dispute to any monies due must be resolved between You and the Supplier as the only entities party to the contract.
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15.1 Click Travel may terminate this agreement or any part thereof by serving 10 or more days’ prior notice on You and Click Travel will not be liable to You or any third party for such termination to any extent. All Bookings made prior to such cancellation notice will be honoured (subject to any rights of cancellation and/or variation thereof) and will continue to be subject to the terms of this agreement notwithstanding such termination.

15.2 You may terminate this agreement by giving written notice as outlined below:

15.3 All Bookings made prior to such cancellation notice must be honoured and will continue to be subject to the terms of this agreement notwithstanding such cancellation.

15.4 You are solely responsible for exporting Your Data from Travel Cloud and all other Services prior to termination for any reason.

15.5 Termination of this agreement will not prejudice the rights, obligations and duties of each party arising prior to such termination taking effect. Any rights duties or obligations of any party which are expressed in this agreement to survive the termination of this agreement together with all indemnities shall continue after termination of this agreement and the parties shall remain liable to each other for breach thereof in accordance with the general law subject to such limitations of liability as are provided in this agreement which shall also continue in effect after termination.

15.6 Upon termination of this agreement for any reason: (i) You must immediately deliver up to Click Travel or if Click Travel prefers, permanently erase or destroy as appropriate, all tangible or other records or storage systems, documents, material, and/or other media including source codes containing or which comprises information all or part of which relates to the Services and/or the intellectual property rights of Click Travel in Your or any User’s possession, power or control; (ii) immediately cease to use the Services; (iii) all licenses granted under this agreement shall be revoked with immediate effect; and (iv) You must permanently and effectively (e.g. by scrambling data code) remove all electronically held confidential information relating to this agreement from Your systems within 48 hours or such other date agreed by Click Travel.
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16.1 On the commencement, termination or expiry of this agreement neither You nor Click Travel intend that any transfer of an undertaking according to the Transfer of Undertakings (Protection of Employment) Regulations 2006 and/or any other regulations enacted for the purpose of implementing the Acquired Rights Directive (as amended and consolidated) into English Law (together “the TUPE Regulations”) arises. If any of the matters referred to in this agreement do give rise to a transfer within the meaning of the TUPE Regulations in respect of any employee of Click Travel or any of its affiliates You agree to comply in full with Your obligations in law, including under the TUPE Regulations.

16.2 If any person claims that as a result of the parties entering into this agreement his/her contract of employment or liability in respect of it has transferred to Click Travel pursuant to the TUPE Regulations (a “Relevant Employee”) then You must on demand indemnify and keep Click Travel indemnified at all times from and against all awards, losses, damages, costs, demands, liabilities, interest and expenses with all or any employment costs associated with such Relevant Employee(s), sustained by Click Travel in the event of any employment claim and/or arising out of the termination of any Relevant Employee’s employment (including making any Relevant Employee(s) redundant) and/or arising out of a claim brought by or on behalf of such Relevant Employee under Regulation 11 of the TUPE Regulations.

16.3 You will indemnify and fully reimburse on demand Click Travel against all awards, losses, damages, costs, demands, liabilities, interest and expenses (including all reasonable legal fees) which Click Travel may suffer, sustain, incur, pay or be put to by reason or on account of or arising from any action, claim or other legal recourse of any kind by: (i) any Relevant Employees (s) or any trade union or staff association recognised by the You in relation to the Relevant Employee(s) arising from any act or omission or continuing act or omission of the You or the previous service provider on or prior to the date of the relevant transfer; (ii) any present or former employee of the You or the previous service provider (other than a Relevant Employee) or any trade union or staff association recognised by the You in relation to such present or former employees arising from any act or omission or continuing act or omission of the You or the previous service provider (including without limitation the termination of any such employees employment) on, prior to or following the commencement of this agreement.

16.4 If any contract of employment other than that of a Relevant Employee or any collective agreement has effect after the commencement of this agreement as if originally made between You or the previous service provider and any present or former employee of the You (or the previous service provider) or as if originally made between You and any trade union by virtue of the TUPE Regulations, Click Travel shall within ninety (90) days of becoming aware of any such contract of employment or collective agreement be entitled to terminate such contract or agreement forthwith and You shall indemnify and reimburse Click Travel in respect of all losses, damages, costs, demands, liabilities, interest and expenses (including all reasonable legal fees) arising out of or in relation to such contract or collective agreement (whether arising before, on or after commencement) or the termination of this agreement.

16.5 Click Travel shall within thirty (30) days of receiving a written request from You provide You with the terms and conditions of employment of each and every employee involved wholly or substantially in the provision of the Services including in respect of which employee name, job title, age, length of service, details of all remuneration payable, details of hours of work and all terms and conditions of employment.
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17.1 You must not accept this agreement and You must not access any Services if You are a service provider in the business travel sector. You may not access our Services for the purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. Click Travel are only bound by the terms of this agreement if You are a genuine direct user of our travel related booking Services.

17.2 If You are entering into this agreement on behalf of a company or other legal entity, we are relying upon Your representation that You have the authority to bind such entity and its affiliates to these terms and conditions, so You must not accept this agreement nor may You use the Services unless You have such authority. If You accept this agreement on behalf of another, where we refer to ‘You’ in this agreement such reference includes the party or parties on whose behalf You are acting and all Users of such party.

17.3 This agreement does not create or otherwise give rise to a partnership between the parties or any of them. At all times in connection with this agreement, Click Travel shall be an independent contractor and nothing in this agreement shall create a relationship of agency or partnership or a joint venture as between the parties and accordingly neither party shall be authorised to bind the other save as expressly permitted by the terms of this agreement.

17.4 By entering into this agreement each party agrees that: it has not relied and is not relying on any statements, promises, warranties, or representations given or made (whether negligently or innocently and whether express or implied), in relation to the subject matter of this agreement, except those expressly set out in this agreement.
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18.1 This section of the agreement is only applicable if You have registered for a trial of the Services.

18.2 If You have registered on our web pages or otherwise agreed with us to have a trial, please note that this agreement is binding on us both during the trial.

18.3 During the trial, Services are provided “as-is”, “as-available” and without any warranty or support whatsoever, notwithstanding anything to the contrary in this agreement.

18.4 In the event that after Your trial with Click You decide not to proceed with using our Services we reserve the right to invoice you for £5000 implementation costs incurred by us in implementing your trial.
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19.1 This agreement is governed by the laws of England and Wales. You hereby consent to the exclusive jurisdiction of the English courts. Your access to the Services and Travel Cloud is not permitted in any jurisdiction that does not give effect to this agreement in full. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.

19.2 Except as otherwise specified in this agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Correspondence, documents or notices may be transmitted by facsimile or email and shall be deemed to have been served at the time of sending. The words "in writing" shall be interpreted to include any document which is recorded in manuscript, typescript, any electronic communication (as defined in Section 15 of the Electronic Communications Act 2000) but excluding mobile telephone text messages and/or instant messaging services.

19.3 Click Travel does not warrant, undertake or represent (expressly or impliedly) as to the completeness or accuracy of any statement made by or on behalf of Click Travel or other information included in the documentation provided by or on our behalf prior to the date of this agreement or during this agreement (other than deliberate misrepresentation).

19.4 No party excludes liability for fraud or fraudulent misrepresentation, notwithstanding any other term of this agreement.

19.5 It may be necessary from time to time to modify these terms and conditions to keep abreast of future developments with the Click Travel service. Click Travel reserve the right to amend these terms and publish any amendments in the form of an updated terms of business on Travel Cloud. Continued use of the Services after any such changes shall constitute Your consent to such changes. If You do not accept the changes proposed by Click Travel, You have the right to terminate this agreement with immediate effect provided that You serve notice to this effect on Click Travel within seven days of receipt of Click Travel’s notice of variation.

19.6 You confirm that You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or financial or other advantage from a Click Travel employee or agent in connection with this agreement. You are obliged to report in writing any offer of illegal or improper bribe, kickback, payment, gift, or financial or other advantage from a Click Travel employee or agent in connection with this agreement to Click Travel’s Legal Department (legalcompliance@clicktravel.com).

19.7 Neither the right of termination nor the right to sue for damages nor any other remedy available to a party shall be exclusive of any other remedy available under this agreement or existing at law or in equity now or in the future.

19.8 No failure or delay by either party in exercising any right under this agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

19.9 If any provision of this agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this agreement shall remain in effect.

19.10 You shall pay on demand all of Click Travel’s reasonable solicitor fees and other costs incurred by Click Travel to collect any fees or charges due to Click Travel under this agreement.

19.11 You are prohibited from assigning its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld).

19.12 No waiver by either party of any breach of this agreement shall be considered as a waiver of any subsequent breach of the same provision or any other provision.

19.13 The invalidity, illegality or unenforceability of any of the provisions of this agreement shall not affect the validity, legality or enforceability of the remaining provisions of this agreement.

19.14 None of the terms and conditions of this agreement shall be enforceable by any person who is not a party to it.

19.15 These terms will apply to the exclusion of all others, whether express or implied by law, and shall supersede all conditions previously issued by Click Travel. No variation or additions shall be effective unless agreed by Click Travel and the Customer in writing.

19.16 The remedies under this agreement shall be cumulative and are not exclusive. Election of one remedy shall not preclude pursuit of other remedies.
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20.1 Any dispute between the parties in connection with this agreement shall be resolved as follows:

20.1.1 Initial meetings: In the first instance each of the parties shall arrange for a senior representative being a member of that party’s Board of Directors or equivalent to meet solely in order to resolve the matter in dispute. Such meeting(s) shall be minuted and shall be chaired by the party calling for the meeting (but the chairman shall not have a casting vote). Such meeting(s) shall be conducted in such manner and at such venue (including a meeting conducted over the telephone) as to promote a consensual resolution of the dispute in question to the mutual satisfaction of the parties. If such meeting(s) do not resolve the dispute in question, the parties shall proceed to refer the dispute either to an expert to the extent that the dispute is of a technical or accounting nature or to a mediator.

20.1.2 Mediation: If the meeting referred to above does not resolve the matter in question then the parties will attempt to settle it by mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure. To initiate a mediation a party shall give notice in writing (a “Mediation Notice”) to the other parties requesting mediation of the dispute and shall send a copy thereof to CEDR asking CEDR to nominate a mediator if the parties shall not be able to agree such appointment by negotiation. The mediation shall commence within 28 days of the Mediation Notice being served. Neither party will terminate such mediation until each party has made its opening presentation and the mediator has met each party separately for at least one hour. Thereafter paragraph 14 of the Model Procedure will apply. Neither party will commence legal proceedings or any other form of dispute resolution against the other until thirty days after such mediation of the dispute in question has failed to resolve the dispute. The parties will co-operate with any person appointed as mediator providing him with such information and other assistance as he shall require and such party will pay his costs, as he shall decide.

20.1.3 Expert determination: Where a matter is referred at the instigation of either party for expert determination it shall be resolved in accordance with the following procedure. The parties will jointly appoint a single person to decide the matter in question or failing agreement as to such appointment the parties will ask an expert to be nominated by the President for the time being of Law Society (the Expert). The Expert shall act as an expert and not as an arbitrator and shall be entitled to appoint such technical expert or experts as he considers necessary to assist him in determining the matter referred to him. In the absence of fraud or manifest error, the decision of the Expert (which shall be given by him in writing stating his reasons therefor) shall be final and binding on the parties. Each party shall provide any Expert with such information as he may reasonably require for the purposes of his determination. If either party claims any such information to be confidential to it then provided that in the opinion of the Expert that party has properly claimed the same as confidential the Expert shall not disclose the same to the other party or to any third party. The costs of the Expert (including the costs of any technical expert appointed by him) shall be borne in such proportions as the Expert may decide to be fair and reasonable in all the circumstances or if no such determination is made by the Expert by the parties in equal proportions. During any dispute, including a dispute as to the validity of any aspect of this Agreement, it is mutually agreed between the parties that the parties shall continue their respective performance of the provisions of this Agreement.

20.1.4 In addition, either party has the right to initiate legal proceedings, but (other than for interlocutory proceedings) not before the dispute has been referred to a mediator or an expert as above.
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