Travel Terms and Conditions - Credit Account
PLEASE READ THESE TERMS AND CONDITIONS BEFORE USING COCO+ PLATFORM OR SERVICES. PLEASE DO NOT ACCESS OR USE THE PLATFORM OR THE SERVICES IF CLIENT OR USER DOES NOT ACCEPT THESE TERMS AND CONDITIONS.
THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (LIMITATION OF LIABILITY).
BACKGROUND:
(A) coco+ is a company that provides business travel services to business purchasers of business related travel.
(B) As part of the Services and Charges, coco+ will make provision for carbon offset that will fully offset the carbon emissions generated by the Client’s Travel Services provided for by the Services.
(C) The Client and coco+ wish to enter into this Contract pursuant to which coco+ will facilitate the provision of consolidated business travel related and carbon offset services set out in these Conditions.
1. INTERPRETATION
THE FOLLOWING DEFINITIONS AND RULES OF INTERPRETATION APPLY IN THESE CONDITIONS.
1.1 Definitions:
Booking: means a reservation for Travel Services made by the Client or User via the Platform and Services.
Charges: the coco+ Fees and the Travel Services Charges.
CO2 Calculation Methodology: means the methods used by coco+ to calculate the Client’s consumption of CO2 through its utilisation of the Travel Services, further details of which may be provided to the Client upon request.
coco+: Project Offset Limited, a company registered in England and Wales with company number 11843193.
coco+ Fees: the fees for the Services charged by coco+ as set out on the Platform payable by the Client for the supply of the Services in accordance with clause 5 (Charges and payment).
Conditions: these terms and conditions as amended from time to time in accordance with clause 11.5.
Contract: the contract between coco+ and the Client for the supply of Services in accordance with these Conditions.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Client: the entity who purchases Services from coco+.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including, without limitation, the UK GDPR (which shall mean Regulation ((EU) 2016/679) on the protection of natural persons with regards to the processing of personal data) (“UK GDPR”) as applicable pursuant to the European Union Withdrawal Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments) (EU Exit) Regulation 2019, the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended; any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a Party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).
GHG: any of the following six gases: carbon dioxide (CO2), methane (CH4), nitrous oxide (N20), hydrofluorocarbons (HFCs), perfluorocarbons (PFCs), sulphur hexafluoride (SF6) and any other greenhouse gas that may be agreed between the Parties from time to time, all as measured in metric tonnes of CO2e.
GHG Emissions: emissions to atmosphere of GHG.
GHG Reductions: the removal, limitation, reduction, avoidance, sequestration or mitigation of GHG relative to a baseline scenario.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Platform: coco+ booking and travel management software used to provide the Services.
Services: the travel management and carbon offset services supplied by coco+ to the Client.
Third Party Suppliers: means any third party supplier that provide Travel Services, including information, services or content which are provided via the Platform or via the Services.
Travel Services: journeys by train, flights, car hire, transport by vehicle, car hire, accommodation and any other booking and travel-related services provided by Third Party Suppliers.
Travel Services Charges: means the fees and costs payable by the Client to the Third Party Suppliers for the supply of the Travel Services in accordance with clause 5 (Charges and payment).
User: an individual user of the Platform or the Services who is employed or engaged by the Client and uses the Client’s account to access and use the Platform and the Services.
Verified Emission Reduction or VER: a unit of account representing one tonne of GHG Reductions that has been independently verified as having been achieved and for the avoidance of doubt includes certified emissions reductions under the ‘Clean Development Mechanism’, as described under the Kyoto Protocol and as may be amended or updated from time to time.
1.2 Interpretation:
(a) Unless expressly provided otherwise in this Contract, a reference to legislation or a legislative provision:
(i) is a reference to it as amended, extended or re-enacted from time to time; and
(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes faxes and emails.
2. BASIS OF CONTRACT
2.1 The Client has requested that coco+ provides the Services and wishes to receive them as set out and subject to the terms of these Conditions.
2.2 By accessing or using any part of coco+’s Platform or Services, making a Booking or using the Platform and/or Services, Client and User acknowledge and accept these Conditions.
2.3 These Conditions supersede and replace any previous version of Conditions that applied to the Client and User.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.5 These Conditions may be amended or updated by coco+ any anytime and such amended or updated Conditions shall apply to the use by Client and User of the Platform or Services and be deemed accepted by them following such amendment or update.
2.6 The Platform and Services must only be used by business Clients and not individual consumers (for business to business transactions only).
3. SUPPLY OF SERVICES
3.1 coco+ shall supply the Services to the Client in accordance with the description on the Platform in all material respects.
3.2 coco+ shall use all reasonable endeavours to meet any performance dates agreed with the Client but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 coco+ warrants to the Client that the Services will be provided using reasonable care and skill.
3.4 By using the Platform to make Bookings and use the Services, the Client authorises coco+ to purchase, book and pay the Third Party Suppliers for the Travel Services.
3.5 Once the Travel Services have been booked and confirmed by coco+, the Third Party Supplier has full responsibility for the applicable Travel Services which shall be subject to the terms and conditions and contractual requirements of the Third Party Supplier.
3.6 coco+ shall provide a quarterly statement to the Client reflecting the Client’s CO2 consumption based on the CO2 Calculation Methodology during the prior calendar year quarter and an estimate of the number of VERs required to offset the GHG Emissions created by the consumption of the Travel Services.
3.7 coco+ shall procure from a reputable third-party provider of carbon offset services the required number of VERs to offset the GHG Emissions created by the consumption of the Travel Services purchased by the Client under this Contract.
3.8 coco+ will provide written certification and other evidence reasonably requested by the Client to demonstrate to the Client that the appropriate VERs have been allocated to the Client in accordance with clause 3.7.
4. CLIENT’S AND USERS’ OBLIGATIONS
4.1 The Client and Users agree not to use the Platform in any way that could prevent, hinder or damage the proper functioning of the Platform, the rights of coco+, Users or any third party.
4.2 The Client shall cooperate with coco+ in order to facilitate the provision of the Services and access to the Platform, including in relation to setting up the required Client and User accounts.
4.3 The Client shall ensure that all Users comply with the Conditions and shall be liable for non‐compliance by Users. If the Client suspects any violation of the Conditions by a User or access by an unauthorised third party, it shall immediately inform coco+ and cooperate in relation to any investigation and actions necessary to address the same. coco+ may suspend or terminate Client or any User’s access to the Services if coco+ reasonably determines that such User has violated the Conditions.
4.4 Access to and use of the Platform and Services is dependent upon access to the telecommunications and Internet services, either directly or through devices that access web‐ based content, and Client is solely responsible for access, and charges or service fees associated with such access including security of access. Client agrees not to access the Services by any means other than through the interfaces that are provided or approved by coco+.
4.5 Client shall ensure that its access credentials and the security of the Client systems, networks and information used to access and make use of the Platform remains confidential at all times. If the Client suspects that the security of the Client account or the Platform has been compromised or there is a risk that it may be compromised, it will immediately notify coco+. Passwords must be personal and non‐transferable, and may not be transferred, even on a temporary basis, to third parties.
4.6 The Client agrees not to use the Platform or Services for illegal or improper purposes or in any manner that would violate the rights of any third party.
4.7 The Client warrants and represents that it is authorised and permitted to book trips for its personnel and to use their personal data to book the Travel Services.
4.8 The Client warrants, represents and undertakes that it will not access the Services or the Platform for the purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
4.9 The Client shall be liable for any damage, loss, claim or liability incurred by coco+ caused by Client’s or any User’s (or person using or accessing the Platform or Services through the Client’s account) use of the Platform and/or the Services. Client shall full indemnify and hold harmless coco+ for any breach of the Conditions.
4.10 Client shall be responsible for the back-up and storage of its data. In the event of any loss of Client data, coco+ shall use reasonable endeavours to restore such Client data but the Client acknowledges and accepts that this may not be possible.
5. CHARGES & PAYMENT
5.1 coco+ will operate a credit account facility for the client. An average fifteen day facility will be made available. A Direct Debit collection notice will be issued on the 16th and 1st of the month (or the next working day). Monies are collected 7-10 working days post the collection notice by nominated our Direct Debit partner. The Direct Debit payments are based on the invoice schedule. Travel is Invoiced on the day of booking or the next working day. All invoices issued from 1st – 15th of the month, a collection notice will be issued on the 16th of the month (or next working day). All invoices’ issued from 16th – end of the month, a collection notice will be issued on the 1st of the following month (or next working day).
5.2 Subject to credit checks, a credit limit will be placed on the account. Should the credit limit be exceeded early payment will be required to continue to use coco+ services.
5.3 A late payment fee of 1.5% will apply for invoices not paid as per the payment schedule outlined in 5.1.
5.4 Future travel bookings are at risk if for any reason a Direct Debit payment is unable to be collected.
5.5 The Travel Services Charges and any and all sums owed to coco+, which are payable to the Third Party Supplier of the Travel Services, will be paid by coco+ on the Client’s behalf.
5.6 All amounts payable by the Client are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made by coco+ to the Client, the Client shall pay to coco+ such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services. coco+ shall supply a valid VAT invoice to the Client.
5.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
5.8 Client shall follow the required process and terms for changes and cancellations. If the Booking is refundable and Client wants to modify or cancel a booking, provided the Client follows the required process and terms for changes or cancellations, coco+ will refund Client the corresponding Travel Services Charges less any costs or fees applied by the Third Party Supplier for such cancellation or modification upon receipt by coco+ of such refund from the Third Party Supplier. In such case, coco+ will credit to Client the corresponding repayment (less any applicable charges), to the credit account. For clarity, the coco+ Fees are non-refundable including in the case of any Booking cancellation or amendment.
5.9 If the Client is unsure as to the cancellation and/or refund provisions of any particular Travel Services or the charges levied by a Third Party Supplier then clarification should be sought from coco+ at the time of booking.
5.10 coco+ and the Client acknowledge that Travel Services may be disrupted and/or cancelled. The parties will work together in good faith in order to rectify any issue caused. coco+ agrees that it will use its reasonable endeavours to get a refund from the applicable Third-Party Suppliers, on behalf of the Client, should any of the Travel Services be disrupted and/or cancelled, in the first instance, but cannot give any assurances or guarantees that refunds will be issued and the terms of clause 5.5 shall apply in such circumstances.
5.11 PayPal transactions are subject to a 2.75% fee, this is calculated at the time of payment, and is a percentage of all trip elements and the coco+ Trip Fee combined. These are direct merchant fee costs that are passed to coco+ by PayPal.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 All Intellectual Property Rights in or arising out of or in connection with the Platform and the Services are owned by or licensed to coco+.
6.2 coco+ grants to the Client a non‐exclusive, non‐transferable, personal, non‐sub‐licensable, revocable licence to use Platform and Services solely for the purposes of receiving the Services under this Contract.
6.3 The Client shall not sub-license, assign or otherwise transfer the rights granted in clause 6.2.
6.4 The licence granted under clause 6.2 shall only apply for the duration of the Contract and shall terminate upon termination or expiry of this Contract or be suspended during any period of time which the Services or Client or Users’ access to the Platform is suspended.
7. DATA PROTECTION
7.1 The Client and Coco+ will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
7.2 The Client and coco+ acknowledge that for the purposes of the Data Protection Legislation, the Client is the Data Controller and coco+ is the Data Processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). Schedule 1 sets out the scope, nature and purpose of processing by Coco+, the duration of the processing and the types of personal data (as defined in the Data Protection Legislation, Personal Data) and categories of Data Subject.
7.3 Without prejudice to the generality of clause 7.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to coco+ for the duration and purposes of this Contract, including to enable disclosure to coco+ and lawful collection, Processing and use of personal data by coco+, as set out in coco+’s privacy policy at [insert link to privacy policy] as may be amended from time to time. The Client shall ensure that Users are directed to such privacy policy.
7.4 Without prejudice to the generality of clause 7.1, coco+ shall, in relation to any Personal Data processed in connection with the performance by coco+ of its obligations under this Contract:
7.4.1 process that Personal Data only on the written instructions of the Client unless coco+ is required by the laws of any member of the European Union or by the laws of the European Union, and/or UK law to which coco+ is subject, to process Personal Data (Applicable Laws). In which case, coco+ shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit coco+ from so notifying the Client;
7.4.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
7.4.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
7.4.4 not transfer any Personal Data outside of the European Economic Area or the UK except:
(i) where that transfer is necessary to process or otherwise facilitate any Booking of Travel Services made by the Client with a Third Party Supplier;
(ii) where the transfer is not made pursuant to the provisions of clause 7.4.4(i) unless the prior written consent of the Client has been obtained and the following conditions are fulfilled;
(a) the Client or coco+ has provided appropriate safeguards in relation to the transfer;
(b) the data subject has enforceable rights and effective legal remedies;
(c) coco+ complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(d) coco+ complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data.
7.4.5 assist the Client, at the Client's cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
7.4.6 notify the Client without undue delay on becoming aware of a Personal Data breach;
7.4.7 at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the Contract unless required by Applicable Law to store the Personal Data and to provide the reasons for retaining data and the expected date of deletion; and
7.4.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 7 and allow for audits by the Client or the Client's designated auditor (in either scenario at the Client’s sole expense.
7.5 Subject to clause 7.6, the Client hereby authorises coco+ to pass data on to its suppliers, sub-contractors and other third parties (“Sub-Processors”) as necessary for the performance of coco+’s obligations under the Contract and otherwise as needed for the provision of the Services). Details of the Sub-Processors engaged by coco+ can be provided upon request.
7.6 coco+ shall, subject to clause 7.7:
7.6.1 inform the Client of any changes it has made to its Sub-Processors and permit the Client to object to those changes;
7.6.2 ensure any Sub-Processor agrees in writing to comply with obligations at least equivalent to those obligations imposed on coco+ in this clause 7 that relate to the requirements laid down in Article 28(3) of the GDPR and where the Sub-Processor fails to comply with those obligations, coco+ shall remain liable to Client for the Sub-Processor’s failure.
7.7 The Client accepts that the Third Party Suppliers are independent data controllers in relation to the Client’s personal data and are not Sub-Processors of coco+. As such, coco+ is not liable for the acts, omissions or failures of any such Third Party Supplier.
8. LIMITATION OF LIABILITY: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
8.1 coco+ shall maintain insurance up to applicable limits of liability to the Client hereunder against any losses which are the result of its fault or negligence for the provision of the Services. On the Client’s written request coco+ shall provide documentary evidence that the necessary insurance policies are in effect. The Client is strongly recommended to take out appropriate travel insurance for all Client personnel and some Third Party Suppliers require that it does so. The Client is responsible for the health and safety of all Client personnel.
8.2 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.3 Nothing in this clause 8 shall limit the Client's payment obligations under the Contract.
8.4 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.5 The caps on coco+'s liabilities shall be reduced by:
(a) payment of an uncapped liability;
(b) amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.
8.6 Subject to clause 8.3 (No limitation of Client's payment obligations) and clause 8.4 (Liabilities which cannot legally be limited), this clause 8.6 sets out the types of loss that are wholly excluded:
(a) loss of profits
(b) loss of sales or business.
(c) loss of Contracts or contracts.
(d) loss of anticipated savings.
(e) loss of use or corruption of software, data or information.
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
8.7 coco+ shall not be liable for any unavailability of the Platform or Services, including but not limited to reasons resulting from unavailability or connectivity to the internet, routine or emergency maintenance.
8.8 The Client’s contract for the actual provision of the Travel Services is with the Third Party Supplier and its terms and conditions apply, including without limitation any exclusions and limitations of liability. Whether as agent, reseller or otherwise, coco+ accepts no responsibility for the actual provision of the Travel Services. coco+’s responsibilities are limited to providing the Services in accordance with the Client’s instructions. coco+ accepts no responsibility for any information about the Travel Services that it passes on to the Client in good faith. However, in the event that coco+ is found liable to the Client for any reason whatsoever, coco+’s total aggregate liability to the Client in respect of any claim or series of claims will not exceed the coco+ Fees paid by the Client for the Services relating to the Travel Services in respect of which any claim or series of claims arose.
8.9 Unless the Client notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
8.10 This clause 8 shall survive termination of the Contract.
9. TERMINATION
9.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party three months’ written notice.
9.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
9.3 Without affecting any other right or remedy available to it, coco+ may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment.
9.4 Without affecting any other right or remedy available to it, coco+ may suspend the supply of Services under the Contract or any other contract between the Client and coco+ if
(a) the Client fails to pay any amount due under the Contract on the due date for payment;
(b) the Client becomes subject to any of the events listed in clause 9.2(c) to clause 9.2(d), or coco+ reasonably believes that the Client is about to become subject to any of them; and
(c) the coco+ reasonably believes that the Client is about to become subject to any of the events listed in clause 9.2(b).
10. CONSEQUENCES OF TERMINATION
10.1 On termination or expiry of the Contract, the Client shall immediately pay to coco+ all of coco+’s outstanding unpaid Charges and interest and, in respect of Services supplied.
10.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
11. GENERAL
11.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
11.2 Assignment and other dealings.
(a) coco+ may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of coco+.
11.3 Confidentiality.
(a) Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, Clients, clients or suppliers of the other party, except as permitted by clause 11.3(b).
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 11.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
11.4 Entire Contract.
(a) The Contract constitutes the entire Contract between the parties and supersedes and extinguishes all previous Contracts, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
(c) Nothing in this clause shall limit or exclude any liability for fraud.
11.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
11.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or default. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
11.7 Severance If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract. If any provision or part-provision of this Contract deleted under this clause 11.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
11.8 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to info@mycoco.io.
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 11.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
11.9 Third party rights.
(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
11.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
11.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
12. COCO+ CAPTURE AND GEO SUBSCRIPTION (Additional paid for service)
12.1 The client agrees to the contract length of 12 months with a rolling monthly subscription thereafter once the COCO+ Capture and Geo sign up form has been returned.
12.2 COCO+ will supply one user licence per subscription at the agreed rate, additional user licence can be added to the client account, additional licences will fall in line with the original start date of the agreement and will be charged at the agreed rate.
12.3 In consideration of the provision of the Services, the Customer shall pay the Charges by direct debit on a monthly basis on the 1st of every month.
12.4 If the Charges cannot be collected by COCO+ by the due date for any reason, COCO+ may:
- suspend the Services and terminate this agreement.
- charge interest on the overdue sum at the rate of 4% a month above the Bank of England’s base rate from the due date until the date of payment of the overdue Charges.
12.5 Termination of usage post the 12-month agreement point requires written 30 days’ notice by either party.
12.6 It is the responsibility of the client to extract all required data before the termination of the subscription.
SCHEDULE 1
Processing, Personal Data and Data Subjects
1. Processing by coco+
1.1 Scope
The scope of this Contract and the processing of Personal Data carried out by Coco+ under it shall be to provide the Client with the Services.
1.2 Nature and Purpose
The nature and purpose of the processing shall be:
a) coco+ shall process Personal Data for the purposes of assisting the Client to enter into contracts with Third Party Suppliers for the provision of the Travel Services;
b) coco+ shall further process Personal Data to provide various the Services and other forms of information and reports as per the terms of this Contract.
1.3 Duration of the Processing
coco+ shall process Personal Data on behalf of the Client until the later of:
a) The termination of this Contract; or
b) The expiry of all of coco+’s obligations under this Contract that require coco+ to process Personal Data on behalf of the Client.
2. Types of Personal Data
coco+ shall process the following types of Personal Data on behalf of the Client:
a) Names, dates of birth, personnel numbers, online user IDs, Supplier membership programme IDs, addresses, phone numbers, email addresses, passport details.
3. Categories of Data Subject
coco+ shall process Personal Data on behalf of the Client in relation to the following categories of Data Subject:
Client personnel (Users)