Terms and Conditions of Use

Welcome to Agentivity, an online management information reporting system designed for travel agencies.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEBSITE
The website at http://www.agentivity.com (the “Website”) is a website operated by Inside Associates Limited, a company incorporated and registered in England and Wales with company number 6781898 whose registered office is at 2 Bridgewood Road, Woodbridge Suffolk, IP12 4HA (the “Company”, “we”, “our”, “us”). Our VAT number is 973399858.
These terms and conditions of use (“Terms”) set out the rules for using the Website.
To contact us, please email info at agentivity.com

  1. INTRODUCTION
    1.1 By using or accessing any part of the Website, you confirm that you accept these Terms and that you agree to comply with them shall be deemed to have accepted the Terms in full which shall take effect immediately on your first use of the Website or Services. If you do not agree to these Terms in full, you must not use the Website and you must leave the Website immediately.
    1.2 Through the Website, we make available certain subscription services, including Agentivity, to travel agencies (the “Services”). These Services are governed by a separate agreement between us and the travel agency, enabling and facilitating the travel agency’s access to and use of the Services via the Website (the “Travel Agency Services Agreement”). These Terms are subject to any such Travel Agency Services Agreement.
    1.3 The Company may revise these Terms at any time by updating this posting. Please check the Website from time to time to review the then current Terms, because they are binding on you. They are available at http://www.agentivity.com/termsofuse.asp You are responsible for ensuring that all persons who access the Website through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.
    1.4 We may update and change the Website or the Services from time to time to reflect changes to our Services, our users’ needs, our or their business priorities, or for any other reason. Any amendments, modifications, enhancements, updates or changes to the Website or the Services made by the Company from time to time shall be subject to these Terms and to any Travel Agency Services Agreement. In the event of any conflict between these Terms and the Travel Agency Services Agreement, the Travel Agency Services Agreement will prevail.
    1.5 Any personal information you provide to us when using the Website or the Services as well as data you give us access to will be held and used in accordance with our Privacy Policy and with any Travel Agency Services Agreement. In the event of any conflict between our Privacy Policy and the Travel Agency Services Agreement, the Travel Agency Services Agreement will prevail.
    1.6 If you are 12 years old or younger you may not register with us on this Website. By entering your details on the Website you are stating you are 13 years old or older.
  2. RIGHTS GRANTED
    2.1 You are permitted to use the Services for your own internal business purposes or for your own personal use on the following basis:
    (a) you have provided your legal full name, a valid email address, and any other information requested in order to complete the sign-up process; and
    (b) if you provide or otherwise make available the Services in whole or in part in any form to any person including your employees (“Invitees”) you undertake to ensure that all Invitees comply with these Terms and acknowledge that you shall remain responsible and liable for the acts or omissions of all Invitees to the same extent as if you had carried out such acts or omissions yourself.
    2.2 Subject to the provisions of clause 2.3, we are the owner or the licensee of all intellectual property rights in the Website, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. Any use of extracts from the Website for any purpose is prohibited.
    2.3 All copyright and intellectual property rights in any information uploaded by you or your employees to the Website in connection with the Services shall remain vested in you, your employees or your licensors, as the case may be.
    2.4 No part of the Website or the Services may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without the Company’s prior written permission.
    2.5 Any rights not expressly granted in these Terms are reserved.
  3. ACCESS
    3.1 Whilst the Company endeavours to ensure that the Website and Services are normally available 24 hours a day, the Company shall not be liable if for any reason the Website or Service is unavailable at any time or for any period. We do not guarantee that the Website, or any content on it, or the Services will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of the Website or the Services for business and operational reasons.
    3.2 Access to the Website and the Services may be suspended temporarily and without notice in the case of system failure, maintenance or repair, for reasons beyond the Company’s control or otherwise in accordance with clause 8 below.
  4. ACCEPTABLE CONDUCT
    4.1 You are prohibited from posting or transmitting to or from the Website and/or the Services any material:
    (a) that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or
    (b) for which you have not obtained all necessary licences, consents and/or approvals; or
    (c) which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world; or
    (d) which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
    4.2 You may use the Website only for lawful purposes. You may not use the Website or the Services:
    (a) in any way that breaches any applicable local, national or international law or regulation;
    (b) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
    (c) for the purpose of harming or attempting to harm minors in any way; or
    (d) to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
    (g) to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
    (d) to bully, insult, intimidate or humiliate any person; or
    (e) to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards.
    4.3 The Company shall fully co-operate with any law enforcement authorities or court order requesting or directing the Company to disclose the identity or locate anyone posting any material in breach of clause 4.1, 4.2 or 4.3.
    4.4 You also agree not to:
    (a) reproduce, duplicate, copy or re-sell any part of our site in contravention of these Terms; and
    (b) access without authority, interfere with, damage or disrupt:
    any part of the Website;
    any equipment or network on which the Website is stored;
    any software used in the provision of the Website; or
    any equipment or network or software owned or used by any third party.
  5. REGISTRATION & PAYMENT
    5.1 Each account is for use by either a single legal entity (e.g. a company or a partnership) or an individual user. You may provide Invitees with access to your account by inviting them to register as a user of your account. The Company does not permit you to share your user name and password with any other person nor with multiple users on a network.
    5.2 Responsibility for the security of any usernames and passwords issued (including those of any Invitees) rests with you.
    5.3 Payments for the Services are non-refundable, and no refunds or credits will be given for any partial use within any month.
    5.4 All fees are exclusive of all taxes, charges, levies, assessments and other fees of any kind imposed on your use of the Services and shall be the responsibility of, and payable by, you. If your place of business is within the EU (excluding the UK) and you provide us with a valid VAT registration number then we will not charge you VAT. In all other circumstances if you reside or have your place of business within the EU then we will add UK VAT to our fees at the then current rate.
  6. DISCLAIMER
    6.1 Although we make reasonable endeavours to ensure that the information provided on the Website and the information provided in connection with the Services is correct and up to date, we make no representations, warranties or guarantees, whether express or implied, that the content on the Website is accurate, complete or up to date. The Company may make changes to the material on the Website or to the Services, or to the products and prices described on the Website, at any time without notice.
    6.2 The material on the Website and the Service is provided “as is”, without any conditions, warranties or other terms of any kind. We exclude all implied conditions, warranties, representations or other terms that may apply to the Website, or any content on it, or to the Services.
    6.3 You acknowledge that:
    (a) the Services have not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Services as described on the Website meet your requirements;
    (b) it is not possible to test the Services in advance in every possible operating combination and environment; and
    (c) it is not possible to produce a Service known to be error free in all circumstances.
  7. LIABILITY
    7.1 The Company, any other party (whether or not involved in creating, producing, maintaining or delivering the Website or the Services), and any of the Company’s officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party, whether in contract, in tort (including without limitation negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with the Website or the Services in any way or in connection with the use of, inability to use or the results of use of, the Website or the Services, or use of or reliance on any content displayed on the Website, or any websites linked to the Website or the material on such websites, including but not limited to loss or damage due to viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing the Website or Services or your downloading of any material from the Website, the Services or any websites linked to the Website or Services. In particular, we will not be liable (without limitation) for any:
    (a) loss of profits, sales, business, or revenue;
    (b) business interruption or loss or corruption of data or information;
    (c) loss of anticipated savings;
    (d) pure economic loss;
    (e) loss of business opportunity, goodwill or reputation; or
    (f) special or punitive damages, indirect or consequential loss or damage.
    7.2 Nothing in these Terms shall exclude or limit the Company’s liability for:
    (a) death or personal injury caused by our negligence; or
    (b) fraud; or
    (c) fraudulent misrepresentation.
    7.3 If your use of material on the Website or the Services results in the need for servicing, repair or correction of equipment, software or data, you assume all costs thereof.
  8. TERMINATION
    8.1 The Company may temporarily or permanently suspend, withdraw, restrict or terminate your access to the Website and/or the Services immediately at any time if you breach any of these Terms.
    8.2 If we take any of the actions set out in clause 8.1:
    (a) all rights granted to you under these Terms shall cease;
    (b) you must cease all activities authorised by these Terms;
    (c) you must immediately pay to the Company any sums due to the Company under these Terms;
    (d) you will not be entitled to any refund or credit in respect of any fee paid by you in advance for any cancelled Service; and
    (e) the Company may immediately and without further notice delete or remove any content, data or other information submitted by you or your Invitees to the Website and/or the Services.
    8.3 We exclude our liability for all action we may take in response to breaches of these Terms. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.
  9. TRANSFER OF RIGHTS AND OBLIGATIONS
    9.1 These Terms are binding on you and on your respective successors and assigns.
    9.2 You may not transfer, assign, charge or otherwise dispose of these Terms or any of your rights or obligations arising hereunder, without our prior written consent.
    9.3 We may transfer, assign, charge, sub-contract or otherwise dispose of these Terms, or any of our rights or obligations arising hereunder, at any time.
  10. NOTICES
    All notices given by you to us must be given to Inside Associates Limited at info at agentivity.com or 2 Bridgewood Road, Woodbridge Suffolk, IP12 4HA. We may give notice to you at either the e-mail or postal address you provided to us when you registered with us to use the Services. Notice will be deemed received and properly served immediately when posted on our Website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
  11. EVENTS OUTSIDE OUR CONTROL
    11.1 We will not be liable or responsible to you if we are prevented from or delayed in performing our obligations under these Terms, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control (a “Force Majeure Event”).
    11.2 A Force Majeure Event includes, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Inside or any other party), failure of a utility service or transport or telecommunications network, act of God, epidemic or pandemic, war, terrorism, 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.
    11.3 Our performance is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms may be performed despite the Force Majeure Event.
  12. WAIVER
    12.1 If we fail, at any time to insist upon strict performance of any of your obligations under these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled hereunder, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
    12.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
    12.3 No waiver by us of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
  13. SEVERABILITY
    13.1 If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
  14. ENTIRE AGREEMENT
    14.1 These Terms and any document expressly referred to in it represents the entire agreement between us in relation to the use of the Website and the provision of the Services and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.
    14.2 We each acknowledge that, in entering into these Terms, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to entering into these Terms except as expressly stated herein.
    14.3 Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into these Terms (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these Terms.
  15. GOVERNING LAW AND JURISDICTION
    15.1 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
    15.2 Each party irrevocably agrees that, subject as provided below, the courts of England shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation. Nothing in this clause shall limit our right to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.