Travtus Terms of Use & Subscription Agreement

Last updated 28th October, 2018.

Welcome to travtus.com or any other website, service or mobile application operated by Travtus Ltd . or its affiliates (such entities, collectively, “Travtus” “we” or “us” and such websites and mobile applications, collectively, the “Website”), an online property management system designed especially for businesses and consumers (together with any other products or services made available via the Website, collectively, the “Service”). These terms of use (these “Terms”) are intended to explain our obligations as a service provider and your obligations as a Subscriber or Invited User. Please read them carefully. These Terms are binding on any use of the Service and apply to you from the time that Travtus provides you with access to the Service.

The Service may evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the Service. Travtus reserves the right to change these Terms at any time, effective upon the posting of modified terms and Travtus may communicate these changes to you via email or they will be updated on the Website. It is likely these Terms will change over time. It is your obligation to ensure that you have read, understand and agree to the most recent version available on the Website.

By registering to use the Service you acknowledge that you have read and understood these Terms and have the authority to act on behalf of any person for whom you are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.

1. DEFINITIONS

"Access Fee" means the annual fees (excluding any taxes and duties) payable by you in accordance with the fee schedule set out on the Website or submitted proposal which may or may not be displayed on the website or provide as an annexture to the terms and condition herewithin (which Travtus may change from time to time).

"Confidential Information" means the Website and all information exchanged between the parties in connection with these Terms and the Service, whether in writing, electronically or orally, other than information that: (a) is or becomes public knowledge other than by a breach of an obligation to maintain the confidentiality of such information; (b) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; (c) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or (d) is independently developed without access to the Confidential Information.

"Data" means any data or information inputted by you or with your authority (including but not limited to data or information of Invited Users or other third parties) into the Website.

"Intellectual Property Right" means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or proprietary rights, anywhere in the world whether or not registered.

"Service" means the property management system made available (as may be changed or updated from time to time by Travtus) via the Website , email, phone or text which includes an entry into any database or system managed or owned by Travtus

"Website" means the Internet site at the domain www.travtus.com or any other site or phone numbers operated by Travtus.

"Travtus" means Travtus Workforce Pte Ltd , a privately held entity and all current and future global subsidiaries of Travtus Limited including, without limitation Travtus Workforce Inc (United States), and Travtus Workforce Pte Ltd (Singapore)

"Invited User" means any person or entity, other than the Subscriber, that uses the Service with the authorization of the Subscriber from time to time.

"Subscriber" means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.

"Third Party Request" means a request from a third party for records relating to a Subscriber or Invited User’s use of the Service including information in or from a Subscriber or Invited User account.

"You" or “you” means the Subscriber, and where the context permits, an Invited User. “Your” or “your” has a corresponding meaning.

2. USE OF SOFTWARE

Travtus grants You the right to access and use the Service via the Website, emails or phone numbers with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to these Terms. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and its Invited Users, or any other applicable laws:

1. the Subscriber shall determine who are its Invited Users and what level of user role access to the Service that Invited User has;

2. the Subscriber shall be responsible for all use of the Service by its Invited Users;

3. the Subscriber shall control the level of access to the Service at all times and can revoke or change access by its Invited Users, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be; and

4. if there is any dispute between a Subscriber and its Invited User regarding access to any organization or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.

2. YOUR OBLIGATIONS

1. Payment obligations: An annual invoice Access Fee will be issued each year starting on day 1 of the month from the date you added your first organization to your Travtus account. All invoices and monthly statements will include the Access Fee for the succeeding year to be paid in advance to use of service. Travtus will continue invoicing you annually until these Terms are terminated. All Travtus invoices and annual statements will be sent to you by email. You must pay all amounts specified in any invoice and annual statements within 15 days of the invoice date. You are responsible for payment of all taxes and duties related to the Access Fee.

2. Preferential pricing or discounts: You may from time to time be offered preferential pricing or discounts for the Access Fees as a result of the number of organizations that you have added to the Service or that have been added with your authority or as a result of your use of the Service (“Organizations”). Eligibility for such preferential pricing or discounts is conditional upon your acceptance of responsibility for payment of any Access Fees in relation to all of your Organizations. Without prejudice to any other rights that Travtus may have under these Terms or at law, Travtus reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate your use of the Service in respect of any or all of your Organizations in the event that any invoices for those Access Fees are not paid in full by the due date for payment. Preferential pricing is valid only for a mutually agreed period of no more than one year and rates will be subject to revision to actual rates on the basis of these Terms.



3. General obligations: You must only use the Service, Website and telephone numbers for your own lawful internal business purposes, in accordance with these Terms and any notice sent by Travtus or condition posted on the Website or in these terms. You may use the Service and Website on behalf of others or in order to provide services to others but if you do so you must ensure that you are authorized to do so and that all persons for whom or to whom services are provided comply with and accept these Terms.



4. Access conditions: You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Travtus of any unauthorized use of your passwords or any other breach of security and Travtus will reset your password and you must take all other actions that Travtus reasonably deems necessary to maintain or enhance the security of Travtus’ computing systems and networks and your access to the Service. As a condition of these Terms, when accessing and using the Service, you must:

a. not attempt to undermine the security or integrity of Travtus’ computing systems or networks or, where the Service are hosted by a third party, that third party’s computing systems and networks;

b. not use, or misuse, the Service in any way which may impair the functionality of the Service or Website, or other systems used to deliver the Service or impair the ability of any other user to use the Service or Website;

c. not attempt to gain unauthorized access to any materials other than those to which you have been given express permission to access or to the computer system on which the Service are hosted;

d. not transmit or input into the Website, application , emails or telephone numbers any files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and

e. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Service or to operate the Website except as is strictly necessary to use either of them for normal operation. For example, you must not, and must not attempt to use the Service or Website to do the following things: (i) probe, scan, or test the vulnerability of any system or network; (ii) breach or otherwise circumvent any security or authentication measures; (iii) access, tamper with, or use non-public areas of the Website, shared areas of the Website you have not been invited to, or Travtus’ (or our service providers’) computer systems; (iv) interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing; (v) plant malware or otherwise use the Service or Website to distribute malware; (vi) access or search the Service or Website by any means other than our publicly supported interfaces (for example, “scraping”); (vii) send unsolicited communications, promotions or advertisements, or spam; (viii) send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”; (ix) publish anything that is fraudulent, misleading, or infringes another’s rights; (x) promote or advertise products or services other than your own without appropriate authorization; (xi) impersonate or misrepresent your affiliation with any person or entity; (xii) publish or share materials that are unlawfully pornographic or indecent, or that advocate bigotry, religious, racial or ethnic hatred; (xiii) violate the law in any way, or to violate the privacy of others, or to defame others.



5. Map Information: Travtus allows you to access and view a variety of content, including but not limited to photographic imagery, map and terrain data, IP address and other related information. You understand and agree to the following with respect to all content made available by or through the Service: (a) map data and related content are provided for planning purposes only (b) all users tracked on Maps have granted their approval for this purpose and any claims against privacy breach towards Travtus will be indemnified by you; (c) events may cause the actual information to differ from the map results; (d) you shall exercise judgment in your use of all content made available by or through the Service. Certain content is provided under license from third parties, and is subject to copyright and other intellectual property rights owned by or licensed to such third parties. You may be held liable for any unauthorized copying or disclosure of this content. Under no circumstances will Travtus be liable for any inaccuracies, errors, or omissions in any content, any intellectual property infringement with regard to any content, or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, or otherwise displayed or transmitted through the Service.



6. Third Party Requests: Third Party Requests may include valid search warrants, court orders, or subpoenas, or any other request for which there is written consent from Subscribers or Invited Users permitting a disclosure. You are responsible for responding to Third Party Requests via its own access to information. You shall obtain information required to respond to Third Party Requests and will contact Travtus only if it cannot obtain such information despite diligent efforts. Travtus will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third Party Request, to: (a) promptly notify you of Travtus’ receipt of a Third Party Request; (b) comply with your commercially reasonable requests regarding its efforts to oppose a Third Party Request; and (c) provide you with information or tools required for you to respond to the Third Party Request (if you are otherwise unable to obtain the information). If you fail to promptly respond to any Third Party Request, then Travtus may but will not be obligated to do so.



7. Usage Limitations: Use of the Service may be subject to limitations, including but not limited to monthly transaction volumes, subject to prior notice (including but not limited to updates posted to the Website).



8. Communication Conditions: As a condition of these Terms, if you use any communication tools available through the Website (such as a message center, emails, calls, text messages and other modes of communication), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Service, including but not limited to offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Service or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use). When you make any communication on the Website, you represent that you are permitted to make such communication. Travtus is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Service. As with any other web-based forum, you must exercise caution when using the communication tools available on the Website. However, Travtus does reserve the right to remove any communication at any time in its sole discretion.



9. Branding: You understand that some aspects of the Service require the display of Travtus branding and you agree to comply with this requirement.



Customer List: Travtus may include Customer's name in a list of Travtus customers on the Travtus web site or in promotional materials and presentations.



Indemnity: You indemnify Travtus against all claims, costs, damage and loss arising from your breach of any of these Terms or any obligation you may have to Travtus, including but not limited to any costs relating to the recovery of any Access Fees that are due but have not been paid by you.

4. CONFIDENTIALITY AND PRIVACY

1. Confidentiality: Unless the relevant party has the prior written consent of the other or unless required to do so by law, each party will preserve the confidentiality of all Confidential Information obtained in connection with these Terms, and neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms. Each party’s obligations under this clause will survive termination of these Terms.



2. Privacy: Travtus maintains a privacy policy that sets out the parties’ obligations in respect of personal information, available on the Website, as may be updated from time to time (the “Privacy Policy”). The Privacy Policy is hereby incorporated by reference into these Terms and acceptance of these Terms shall constitute acceptance of the Privacy Policy.

5. INTELLECTUAL PROPERTY

1. General: Title to, and all Intellectual Property Rights in the Service, the Website and any documentation relating to the Service remain the property of Travtus. You, not Travtus, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all of the Data, including but not limited to any reporting or analysis with respect to the Data, and Travtus shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of the Data. Travtus reserves the right to withhold, remove and/or discard the Data without notice for any breach of this Agreement, including without limitation your non-payment. Upon termination, your right to access or use the Data shall immediately cease, and Travtus shall have no obligation to maintain or forward any of the Data to you.



2. Ownership of Data: Title to, and all Intellectual Property Rights in, the Data remain your property. However, your access to the Data is contingent on full payment of the Access Fee when due. You grant Travtus a license to use, copy, transmit, store, process and back-up your information and Data for the purposes of enabling you to access and use the Service and for any other purpose, including but not limited to provision of services (including data aggregation) to Travtus subscribers and to improve the Service.



3. Backup of Data: You must maintain copies of all Data inputted into the Service. Travtus adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Travtus expressly excludes liability for any loss of Data no matter how caused.



4. Third-party applications and your Data: If You enable third-party applications for use in conjunction with the Services, You acknowledge that Travtus may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. Travtus shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.



5. Subscriber and Invited User Reference: You hereby grant Travtus the right to use your trade name and/or your corporate logo in connection with promotional materials and/or the Website to identify you as a Subscriber or Invited User of the Service.

4. WARRANTIES AND ACKNOWLEDGEMENTS

1. Authority: You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.



2. Acknowledgement: You acknowledge that:

a. You are authorized to use the Service and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorized to use the Service. You are authorized to use any device that you use to access the Website and the Service and to provide the information or Data you provide from such device in connection with accessing the Website or using the Service, whether such device is owned or controlled by you or a third party. You are also authorized to access the processed information and Data that is made available to You through Your use of the Website and the Service (whether that information and Data is Your own or that of anyone else).

b. Travtus has no responsibility to any person other than You and nothing in these Terms confers, or purports to confer, a benefit on any person other than You. If You use the Service or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that: (i) You are responsible for ensuring that You have the right to do so; (ii) You are responsible for authorizing any person who is given access to information or Data, and you agree that Travtus has no obligation to provide any person access to such information or Data without Your authorization and may refer any requests for information to You to address; and (iii) You will indemnify Travtus against any claims or loss relating to Travtus’ refusal to provide any person access to Your information or Data in accordance with these Terms and/or Travtus’ making available information or Data to any person with Your authorization.

c. THE SERVICE IS PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THESE TERMS, TRAVTUS MAKES no WARRANTies OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. TRAVTUS MAKES NO REPRESENTATIONS ABOUT nor shall have any responsibility or liability for the accuracy, completeness, appropriateness, legality, deletion or failure to store any information OR CONTENT IN OR FROM A Subscriber’s or Invited Users’ ACCOUNTS.

d. Travtus does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Service. Travtus is not in any way responsible for any such interference or prevention of Your access or use of the Service.

e. It is Your sole responsibility to determine that the Service meet the needs of Your business and are suitable for the purposes for which they are used.

f. You remain solely responsible for complying with all applicable laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).





3. No warranties: Travtus gives no warranty about the Service. Without limiting the foregoing, Travtus does not warrant that the Service will meet your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement



4. Consumer guarantees: You warrant and represent that You are acquiring the right to access and use the Service for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Service, the Website or these Terms.

7. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRAVTUS EXCLUDES ALL LIABILITY AND RESPONSIBILITY TO YOU (OR ANY OTHER PERSON) IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR ANY LOSS (INCLUDING LOSS OF INFORMATION, DATA, PROFITS AND SAVINGS) OR DAMAGE RESULTING, DIRECTLY OR INDIRECTLY, FROM ANY USE OF, OR RELIANCE ON, THE DATA, THE SERVICE (INCLUDING BUT NOT LIMITED TO ANY REPORTS OR ANALYSIS WITH RESPECT TO THE DATA), OR THE WEBSITE. IF YOU SUFFER LOSS OR DAMAGE AS A RESULT OF TRAVTUS’ NEGLIGENCE OR FAILURE TO COMPLY WITH THESE TERMS, ANY CLAIM BY YOU AGAINST TRAVTUS ARISING FROM TRAVTUS’ NEGLIGENCE OR FAILURE WILL BE LIMITED IN RESPECT OF ANY ONE INCIDENT, OR SERIES OF CONNECTED INCIDENTS, TO THE ACCESS FEES PAID BY YOU IN THE PREVIOUS 12 MONTHS. IF YOU ARE NOT SATISFIED WITH THE SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE SERVICE IN ACCORDANCE WITH “TERMINATION” BELOW.

8. TERMINATION

Trial policy: Travtus will not provide for a Trial Policy in addition to any existing trials already signed with the Subscriber



Prepaid Subscriptions: Travtus will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.



No-fault termination: These Terms will continue for the period covered by the Access Fee paid or payable. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate these Terms You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then-current period up to and including the day of termination of these Terms.



Breach: If (a) You breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied; (b) You breach any of these Terms and the breach is not capable of being remedied (which includes without limitation any failure to make payment of Access Fees for more than 30 days past their due date); or (c) You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction, Travtus may take any or all of the following actions, at its sole discretion: (w) terminate these Terms and Your use of the Service and the Website; (x) suspend for any definite or indefinite period of time, Your use of the Service and the Website: (y) suspend or terminate access to all or any Data; or (z) take any of the actions described in sub-clauses (w)-(y) in respect of any or all other persons whom You have authorized to have access to Your information or Data. For the avoidance of doubt, if payment of any invoice for Access Fees due is not made in full by the relevant due date, Travtus may: suspend or terminate Your use of the Service, the authority for all or any of Your Organizations to use the Service, or Your rights of access to all or any Data.



Accrued Rights: Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of these Terms You will remain liable for any accrued charges and amounts which become due for payment before or after termination and immediately cease to use the Service and the Website.



Survival: Those provisions that are intended to survive the expiry or termination of these Terms, including but not limited to “Confidentiality and Privacy” and “Warranties and Acknowledgments,” shall so survive.

9. HELP DESK

Technical Problems:: In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Travtus. If You still need technical help, please check the support provided online by Travtus on the Website or failing that email us at [email protected]



Service availability: While Travtus intends that the Service should be available 24 hours a day, seven days a week, it is possible that on occasions the Service or Website may be unavailable, including without limitation to permit maintenance or other development activity to take place. If for any reason Travtus has to interrupt the Service for longer periods than Travtus would normally expect, Travtus will use reasonable endeavors to publish in advance details of such activity via email or website. Support services will be available by email at [email protected] between 9 a.m. and 5 p.m. GMT time during regular business days (excluding public holidays).

10. GENERAL

Entire agreement: These Terms, together with the Travtus Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Travtus relating to the Service and the other matters dealt with in these Terms.



Waiver: If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.



Delays: Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.



No Assignment: You may not assign or transfer any rights to any other person without Travtus’ prior written consent.



Governing law and jurisdiction: These terms are governed by governed by the law of the State of Delaware you submit to the exclusive jurisdiction of the courts for all disputes arising out of or in connection with these Terms.



Severability: If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.



Notices: Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Travtus must be sent to [email protected] or to any other email address notified by email to You by Travtus. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.



Rights of Third Parties: A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.



Disclaimers
THE SERVICES ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THESE TERMS, NEITHER SIGHTPLAN NOR CUSTOMER MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NONINFRINGEMENT. SIGHTPLAN MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION IN OR FROM AN END USER OR CUSTOMER SERVICES ACCOUNT. Travtus is not responsible for the accuracy, completeness, appropriateness, or legality of any information in or from an End User or Customer Services account.Travtus has no responsibility or liability for the deletion or failure to store any information in or from an End User or Customer Services account.

Travtus Privacy Policy

Last updated 28 October 2018



Travtus Limited with Company Number 10955540 (together with its affiliates, “Travtus” or “us”) takes privacy seriously. We have established this privacy policy, as may be updated from time to time (this “Policy”) to communicate to You how we treat personal information. We encourage You to read this Policy carefully. It will help You make informed decisions about sharing Your personal information with us.



Privacy

1. Your privacy is critical to us. We respect your privacy and comply with the General Data Protection Regulation with regard to your personal information.

2. These Terms and Conditions should be read alongside, and are in addition to our policies, including our privacy policy (_______________) and cookies policy (_______________).

3. For the purposes of these Terms and Conditions:

a. 'Data Protection Laws' means any applicable law relating to the processing of Personal Data, including, but not limited to the Directive 95/46/EC (Data Protection Directive) or the GDPR.

b. 'GDPR' means the General Data Protection Regulation (EU) 2016/679.

c. 'Data Controller', 'Personal Data' and 'Processing' shall have the same meaning as in the GDPR.

4. We are a Data Controller of the Personal Data we Process in providing the Services and Goods to you.

5. Where you supply Personal Data to us so we can provide Services and Goods to you, and we Process that Personal Data in the course of providing the Services and Goods to you, we will comply with our obligations imposed by the Data Protection Laws:

a. before or at the time of collecting Personal Data, we will identify the purposes for which information is being collected;

b. we will only Process Personal Data for the purposes identified;

c. we will respect your rights in relation to your Personal Data; and

d. we will implement technical and organisational measures to ensure your Personal Data is secure.

6. For any enquiries or complaints regarding data privacy, you can contact our Data Protection Officer at the following e-mail address: [email protected].

This Data Protection Addendum ("Addendum") forms part of the Subscription Agreement (or other such titled written or electronic agreement addressing the same subject matter) ("Principal Agreement") between: (i) Travtus Ltd ("Vendor")[1]and (ii) customer ("Company") acting on its own behalf and as agent for each Company Affiliate.

The terms used in this Addendum shall have the meanings set forth in this Addendum. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Principal Agreement. Except as modified below, the terms of the Principal Agreement shall remain in full force and effect.

In consideration of the mutual obligations set out herein, the parties hereby agree that the terms and conditions set out below shall be added as an Addendum to the Principal Agreement. Except where the context requires otherwise, references in this Addendum to the Principal Agreement are to the Principal Agreement as amended by, and including, this Addendum.

1. Definitions

1.1 In this Addendum, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:

1.1.1 "Applicable Laws" means (a) European Union or Member State laws with respect to any Company Personal Data in respect of which any Company Group Member is subject to EU Data Protection Laws; and (b) any other applicable law with respect to any Company Personal Data in respect of which any Company Group Member is subject to any other Data Protection Laws;

1.1.2 "Company Affiliate" means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with Company, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;

1.1.3 "Company Group Member" means Company or any Company Affiliate;

1.1.4 "Company Personal Data" means any Personal Data Processed by a Contracted Processor on behalf of a Company Group Member[3] pursuant to or in connection with the Principal Agreement;

1.1.5 "Contracted Processor" means Vendor or a Subprocessor;

1.1.6 "Data Protection Laws" means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;[4]

1.1.7 "EEA" means the European Economic Area;

1.1.8 "EU Data Protection Laws" means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;

1.1.9 "GDPR" means EU General Data Protection Regulation 2016/679;

1.1.10 "Restricted Transfer" means:

1.1.10.1 a transfer of Company Personal Data from any Company Group Member to a Contracted Processor; or

1.1.10.2 an onward transfer of Company Personal Data from a Contracted Processor to a Contracted Processor, or between two establishments of a Contracted Processor,

in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws) in the absence of the Standard Contractual Clauses to be established under section 12 below

1.1.11 "Services" means the services and other activities to be supplied to or carried out by or on behalf of Vendor for Company Group Members pursuant to the Principal Agreement;

1.1.12 "Standard Contractual Clauses" means the contractual clauses set out in Annex 2, amended as indicated (in square brackets and italics) in that Annex and under section 13.4;

1.1.13 "Subprocessor" means any person (including any third party and any Vendor Affiliate, but excluding an employee of Vendor or any of its sub-contractors) appointed by or on behalf of Vendor or any Vendor Affiliate to Process Personal Data on behalf of any Company Group Member in connection with the Principal Agreement; and

1.1.14 "Vendor Affiliate" means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with Vendor, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

1.2 The terms, "Commission", "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Processing" and "Supervisory Authority" shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

1.3 The word "include" shall be construed to mean include without limitation, and cognate terms shall be construed accordingly.

2. Authority

Vendor warrants and represents that, before any Vendor Affiliate Processes any Company Personal Data on behalf of any Company Group Member, Vendor's entry into this Addendum as agent for and on behalf of that Vendor Affiliate will have been duly and effectively authorised (or subsequently ratified) by that Vendor Affiliate.

3. Processing of Company Personal Data

3.1 Vendor and each Vendor Affiliate shall:

3.1.1 comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and

3.1.2 not Process Company Personal Data other than on the relevant Company Group Member’s documented instructions unless Processing is required by Applicable Laws to which the relevant Contracted Processor is subject, in which case Vendor or the relevant Vendor Affiliate shall to the extent permitted by Applicable Laws inform the relevant Company Group Member of that legal requirement before the relevant Processing of that Personal Data.

3.2 Each Company Group Member:

3.2.1 instructs Vendor and each Vendor Affiliate (and authorises Vendor and each Vendor Affiliate to instruct each Subprocessor) to:

3.2.1.1 Process Company Personal Data; and

3.2.1.2 in particular, transfer Company Personal Data to any country or territory,

as reasonably necessary for the provision of the Services and consistent with the Principal Agreement; and

3.2.2 warrants and represents that it is and will at all relevant times remain duly and effectively authorised to give the instruction set out in section 3.2.1 on behalf of each relevant Company Affiliate.

3.3 Annex 1 to this Addendum sets out certain information regarding the Contracted Processors' Processing of the Company Personal Data as required by article 28(3) of the GDPR (and, possibly, equivalent requirements of other Data Protection Laws). Company may make reasonable amendments to Annex 1 by written notice to Vendor from time to time as Company reasonably considers necessary to meet those requirements. Nothing in Annex 1 (including as amended pursuant to this section 3.3) confers any right or imposes any obligation on any party to this Addendum.

4. Vendor and Vendor Affiliate Personnel

Vendor and each Vendor Affiliate shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual's duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

5. Security

5.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Vendor and each Vendor Affiliate shall in relation to the Company Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

5.2 In assessing the appropriate level of security, Vendor and each Vendor Affiliate shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

6. Subprocessing

6.1 Each Company Group Member authorises Vendor and each Vendor Affiliate to appoint (and permit each Subprocessor appointed in accordance with this section 6 to appoint) Subprocessors in accordance with this section 6 and any restrictions in the Principal Agreement.

6.2 Vendor and each Vendor Affiliate may continue to use those Subprocessors already engaged by Vendor or any Vendor Affiliate as at the date of this Addendum, subject to Vendor and each Vendor Affiliate in each case as soon as practicable meeting the obligations set out in section6.4.

6.3 Vendor shall give Company prior written notice of the appointment of any new Subprocessor, including full details of the Processing to be undertaken by the Subprocessor. If, within [10 Days] of receipt of that notice, Company notifies Vendor in writing of any objections (on reasonable grounds) to the proposed appointment:

Neither Vendor nor any Vendor Affiliate shall appoint (nor disclose any Company Personal Data to) the proposed Subprocessor except with the prior written consent of Company.

6.4 With respect to each Subprocessor, Vendor or the relevant Vendor Affiliate shall:

6.4.1 before the Subprocessor first Processes Company Personal Data (or, where relevant, in accordance with section 6.2), carry out adequate due diligence to ensure that the Subprocessor is capable of providing the level of protection for Company Personal Data required by the Principal Agreement;

6.4.2 ensure that the arrangement between on the one hand (a) Vendor, or (b) the relevant Vendor Affiliate, or (c) the relevant intermediate Subprocessor; and on the other hand the Subprocessor, is governed by a written contract including terms which offer at least the same level of protection for Company Personal Data as those set out in this Addendum and meet the requirements of article 28(3) of the GDPR;

6.4.3 if that arrangement involves a Restricted Transfer, ensure that the Standard Contractual Clauses are at all relevant times incorporated into the agreement between on the one hand (a) Vendor, or (b) the relevant Vendor Affiliate, or (c) the relevant intermediate Subprocessor; and on the other hand the Subprocessor, or before the Subprocessor first Processes Company Personal Data procure that it enters into an agreement incorporating the Standard Contractual Clauses with the relevant Company Group Member(s) (and Company shall procure that each Company Affiliate party to any such Standard Contractual Clauses co-operates with their population and execution); and

6.4.4 provide to Company for review such copies of the Contracted Processors' agreements with Subprocessors (which may be redacted to remove confidential commercial information not relevant to the requirements of this Addendum) as Company may request from time to time.

6.5 Vendor and each Vendor Affiliate shall ensure that each Subprocessor performs the obligations under sections 3.1, 4, 5, 7.1, 8.2, 9 and 11.1, as they apply to Processing of Company Personal Data carried out by that Subprocessor, as if it were party to this Addendum in place of Vendor.

7. Data Subject Rights

7.1 Taking into account the nature of the Processing, Vendor and each Vendor Affiliate shall assist each Company Group Member by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Company Group Members' obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

7.2 Vendor shall:

7.2.1 promptly notify Company if any Contracted Processor receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and

7.2.2 ensure that the Contracted Processor does not respond to that request except on the documented instructions of Company or the relevant Company Affiliate or as required by Applicable Laws to which the Contracted Processor is subject, in which case Vendor shall to the extent permitted by Applicable Laws inform Company of that legal requirement before the Contracted Processor responds to the request.

8. Personal Data Breach

8.1 Vendor shall notify Company without undue delay upon Vendor or any Subprocessor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Company with sufficient information to allow each Company Group Member to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

8.2 Vendor shall co-operate with Company and each Company Group Member and take such reasonable commercial steps as are directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

9. Data Protection Impact Assessment and Prior Consultation

Vendor and each Vendor Affiliate shall provide reasonable assistance to each Company Group Member with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Company reasonably considers to be required of any Company Group Member by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.

10. Deletion or return of Company Personal Data

10.1 Subject to sections 10.2 and 10.3 Vendor and each Vendor Affiliate shall promptly and in any event within 60 Days of the date of cessation of any Services involving the Processing of Company Personal Data (the "Cessation Date"), delete and procure the deletion of all copies of those Company Personal Data.

10.2 Subject to section 10.3, Company may in its absolute discretion by written notice to Vendor within 30 Days of the Cessation Date require Vendor and each Vendor Affiliate to (a) return a complete copy of all Company Personal Data to Company by secure file transfer in such format as is reasonably notified by Company to Vendor; and (b) delete and procure the deletion of all other copies of Company Personal Data Processed by any Contracted Processor. Vendor and each Vendor Affiliate shall comply with any such written request within 90 Days of the Cessation Date.

10.3 Each Contracted Processor may retain Company Personal Data to the extent required by Applicable Laws and only to the extent and for such period as required by Applicable Laws and always provided that Vendor and each Vendor Affiliate shall ensure the confidentiality of all such Company Personal Data and shall ensure that such Company Personal Data is only Processed as necessary for the purpose(s) specified in the Applicable Laws requiring its storage and for no other purpose.

10.4 Vendor shall provide written certification to Company that it and each Vendor Affiliate has fully complied with this section 10 within 120 Days of the Cessation Date.

11. Audit rights

11.1 Subject to sections [11.2 to 11.4], Vendor and each Vendor Affiliate shall make available to each Company Group Member on request all information necessary to demonstrate compliance with this Addendum, and shall allow for and contribute to audits, including inspections, by any Company Group Member or an auditor mandated by any Company Group Member in relation to the Processing of the Company Personal Data by the Contracted Processors.

11.2 Information and audit rights of the Company Group Members only arise under section 11.1 to the extent that the Principal Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law (including, where applicable, article 28(3)(h) of the GDPR).

11.3 Company or the relevant Company Affiliate undertaking an audit shall give Vendor or the relevant Vendor Affiliate reasonable notice of any audit or inspection to be conducted under section 11.1 and shall make (and ensure that each of its mandated auditors makes) reasonable endeavours to avoid causing (or, if it cannot avoid, to minimise) any damage, injury or disruption to the Contracted Processors' premises, equipment, personnel and business while its personnel are on those premises in the course of such an audit or inspection. A Contracted Processor need not give access to its premises for the purposes of such an audit or inspection:

11.3.1 to any individual unless he or she produces reasonable evidence of identity and authority;

11.3.2 outside normal business hours at those premises, unless the audit or inspection needs to be conducted on an emergency basis and Company or the relevant Company Affiilate undertaking an audit has given notice to Vendor or the relevant Vendor Affiliate that this is the case before attendance outside those hours begins; or

11.3.3 for the purposes of more than [one] audit or inspection, in respect of each Contracted Processor, in any [calendar year], except for any additional audits or inspections which:

11.3.3.1 Company or the relevant Company Affiliate undertaking an audit reasonably considers necessary because of genuine concerns as to Vendor's or the relevant Vendor Affiliate’s compliance with this Addendum; or

11.3.3.2 A Company Group Member is required or requested to carry out by Data Protection Law, a Supervisory Authority or any similar regulatory authority responsible for the enforcement of Data Protection Laws in any country or territory,

where Company or the relevant Company Affiliate undertaking an audit has identified its concerns or the relevant requirement or request in its notice to Vendor or the relevant Vendor Affiliate of the audit or inspection.]

12. Restricted Transfers

12.1 Subject to section 12.3, each Company Group Member (as "data exporter") and each Contracted Processor, as appropriate, (as "data importer") hereby enter into the Standard Contractual Clauses in respect of any Restricted Transfer from that Company Group Member to that Contracted Processor.

12.2 The Standard Contractual Clauses shall come into effect under section 12.1 on the later of:

12.2.1 the data exporter becoming a party to them;

12.2.2 the data importer becoming a party to them; and

12.2.3 commencement of the relevant Restricted Transfer.

12.3 Section 12.1 shall not apply to a Restricted Transfer unless its effect, together with other reasonably practicable compliance steps (which, for the avoidance of doubt, do not include obtaining consents from Data Subjects), is to allow the relevant Restricted Transfer to take place without breach of applicable Data Protection Law.

13. General Terms

Governing law and jurisdiction

13.1 Without prejudice to clauses 7 (Mediation and Jurisdiction) and 9 (Governing Law) of the Standard Contractual Clauses:

13.1.1 the parties to this Addendum hereby submit to the choice of jurisdiction stipulated in the Principal Agreement with respect to any disputes or claims howsoever arising under this Addendum, including disputes regarding its existence, validity or termination or the consequences of its nullity; and

13.1.2 this Addendum and all non-contractual or other obligations arising out of or in connection with it are governed by the laws of the country or territory stipulated for this purpose in the Principal Agreement.

Order of precedence

13.2 Nothing in this Addendum reduces Vendor's or any Vendor Affiliate’s obligations under the Principal Agreement in relation to the protection of Personal Data or permits Vendor or any Vendor Affiliate to Process (or permit the Processing of) Personal Data in a manner which is prohibited by the Principal Agreement. In the event of any conflict or inconsistency between this Addendum and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.

13.3 Subject to section 13.2, with regard to the subject matter of this Addendum, in the event of inconsistencies between the provisions of this Addendum and any other agreements between the parties, including the Principal Agreement and including (except where explicitly agreed otherwise in writing, signed on behalf of the parties) agreements entered into or purported to be entered into after the date of this Addendum, the provisions of this Addendum shall prevail.

Changes in Data Protection Laws, etc.

13.4 Company may:

13.4.1 by at least [30 (thirty) calendar days'] written notice to Vendor from time to time make any variations to the Standard Contractual Clauses (including any Standard Contractual Clauses entered into under section 12.1), as they apply to Restricted Transfers which are subject to a particular Data Protection Law, which are required, as a result of any change in, or decision of a competent authority under, that Data Protection Law, to allow those Restricted Transfers to be made (or continue to be made) without breach of that Data Protection Law; and

13.4.2 propose any other variations to this Addendum which Company reasonably considers to be necessary to address the requirements of any Data Protection Law.

13.5 If Company gives notice under section 13.4.1:

13.5.1 Company shall not unreasonably withhold or delay agreement to any consequential variations to this Addendum proposed by Vendor to protect the Contracted Processors against additional risks associated with the variations made under section 13.4.1.

13.6 If Company gives notice under section 13.4.2, the parties shall promptly discuss the proposed variations and negotiate in good faith with a view to agreeing and implementing those or alternative variations designed to address the requirements identified in Company's notice as soon as is reasonably practicable.

13.7 Neither Company nor Vendor shall require the consent or approval of any Company Affiliate or Vendor Affiliate to amend this Addendum pursuant to this section 13.5 or otherwise.

Severance

13.8 Should any provision of this Addendum be invalid or unenforceable, then the remainder of this Addendum shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.



This policy may be updated from time to time

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