| “Business Days” | Mondays to Fridays, excluding English Bank and public holidays. |
| "Charges" | Means the Subscription Charges |
| ""Confidential Information"" |
Means any information disclosed or made available
(whether in writing, verbally or otherwise) by a
party, including: (i) any information that is marked, or at the time of disclosure is otherwise designated, as being confidential. (ii) any information that would be regarded as confidential by a reasonable businessperson in or relating to the business, affairs operations, processes, products, inventions, know-how, trade secrets, designs or software (iii) the existence and terms of a Contract; and (iv) any information or analysis derived from any of the information referred to in (i) – (iii). |
| "Contract" | Means a contract between Jhna Limited and the Partner made up of an Order, these Terms and Conditions and any documents expressly referred to in either of them, and any amendments to that contract from time to time. The Partner acknowledges and agrees that these Terms and Conditions are automatically incorporated into each Order, whether the Order makes specific reference to them or not. |
| "Commencement Date" | Has the meaning given to it in an Order. |
| "Partner" | Means the person or entity identified as such in an Order. |
| "Partner Data" | Means any data provided by the Partner to Intuitive under or in connection with a Contract. |
| "Data Protection Laws" |
Means: (i) the EU General Data Protection Regulation (Regulation (EU) 2016/679). (ii) the Data Protection Act 2018. (iii) the Electronic Communications (EC Directive) Regulations 2003 and (iv) any other data protection laws and regulations, orders and any codes of practice, guidelines and recommendations issued by the Information Commissioner’s Office or any replacement or equivalent body, as amended and in force from time to time. |
| "Effective Date" | Means the date on which an Order has been signed by both Jhna limited trading as B2B Lite and the Partner. |
| "Force Majeure Event" | An event, or a series of related events, that is outside the reasonable control of the party affected, including: failures of the internet or any public telecommunications network; hacker attacks; denial of service attacks; virus or other malicious software attacks or infections; power failures; industrial disputes affecting any third party; changes to the law; disasters, explosions, fires, floods, riots, terrorist attacks and wars; failure of computer systems or infrastructure owned or managed by a party’s subcontractor or supplier. |
| "Minimum Term" | Has the meaning given to it in an Order. |
| "Intellectual Property Rights" | Patents, rights in inventions, know how, show how and trade secrets, copyright and related rights, moral rights, registered designs, design rights, database rights, semiconductor topography rights, trademarks and service marks, trade names, business names, brand names, get up, logos, domain names and URLs, rights in unfair competition, goodwill and rights to sue for passing off and any other intellectual property rights (in each case, whether or not registered, and including all applications to register and rights to apply to register any of them and all rights to sue for any past or present infringement of them) and all rights or forms of protection having equivalent or similar effect in any jurisdiction. |
| "JHNA limited trading as B2B Lite" | JHNA Limited trading as B2B Lite, a company registered in England with number 15518238 and its registered office at 36A Enterprise House, Walton Up On Thames, KT12 2SD. |
| "1B2BTravel Platform" | Means proprietary accommodation platform. |
| "1B2B Services" | Means direct contracting to various accommodation and or aggregation search and book API and management tools by Intuitive or other third parties. |
| "Order" | Means an order for the supply of Services that is accepted in writing by Intuitive. |
| "Permitted Scope" | Means the permitted scope of the Partner’s use of the 1b2btravel Services, as set out in an Order. |
| "Services" |
Means: (ii) the platform; and (iii) the Support Services, or, as the context requires, any of them. |
| "Subscription Charges" | Has the meaning given to it in an Order. |
| "Term" | Has the meaning given to it in clause 2.1. |
That statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
Any subordinate legislation made under that statute or statutory provision.
The Partner provides at least thirty (30) days’ written notice of termination after the expiry of the Minimum Term.
JHNA Limited provides at least one hundred and eighty (180) days’ written notice of termination after the expiry of the Minimum Term.
Keep the Confidential Information of the other party (“Discloser”) strictly confidential.
Not disclose the Discloser’s Confidential Information to any person without the Discloser’s prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these Terms and Conditions; and
Use the same degree of care to protect the confidentiality of the Discloser’s Confidential Information as the Recipient uses to protect its own confidential information of a similar nature, being at least a reasonable degree of care.
is known to the Recipient before disclosure under or in connection with the Contract and is not subject to any other obligation of confidentiality.
is or becomes publicly known through no act or default of the Recipient; or
is obtained by the Recipient from a third party in circumstances where the Recipient has no reason to believe that there has been a breach of an obligation of confidentiality.
Only process the Partner’s personal data for the purpose of providing the Services to the Partner, and in accordance with the Partner’s written instructions except where required to do otherwise by EU or Member State law in which case JHNA shall immediately notify the Partner, unless prohibited by law from doing so;
Ensure the reliability of each member of its personnel and any other persons who have access to the Partner’s personal data, and that all such personnel or persons are subject to an appropriate duty of confidentiality.
Assist the Partner in complying with the Partner’s obligations under the Data Protection Laws, including with: (i) the Partner’s obligations to respond to requests from data subjects, (ii) the Partner’s obligations to notify personal data breaches to supervisory authorities and (where applicable) affected data subjects, and (iii) the Partner’s obligations to undertake data protection impact assessments and (where applicable) prior consultations with supervisory authorities;
Implement and maintain for as long as it processes personal data appropriate technical and organisational measures to meet the requirements of the Data Protection Laws, including to ensure the security of the processing of the Partner’s personal data;
Not transfer the Partner’s personal data outside of the European Economic Area ("EEA") or the United Kingdom without the Partner’s prior written consent. In the event that personal data is transferred outside the EEA or the UK, unless otherwise agreed in writing by the Partner, Intuitive shall ensure that Standard Contractual Clauses are in place between the Partner and the data recipient, and the Partner hereby appoints Intuitive for the sole purpose of entering such agreements as agent on its behalf;
Notify the Partner, and then and provide the Partner with co-operation, assistance and information, if the Partner receives any request, complaint or notice from data subjects, supervisory authorities or otherwise relating to the processing of the Partner’s personal data under the Contract, or compliance with Data Protection Laws.
Notify the Partner without undue delay and in any event within 48 (forty-eight) hours after becoming aware of any personal data breach.
Keep a written record of its processing of the Partner’s personal data under the Contract;
Afford to the Partner (and procure that its permitted sub-processors afford to the Partner) access on reasonable notice and at reasonable intervals to any premises, facilities or equipment used to process the Partner’s personal data, to enable the Partner to ensure that JHNA Limited is complying with its obligations under the Contract and/or that JHNA permitted sub-processors are complying with the equivalent contractual obligations imposed on them; and
On termination of the Contract, at the Partner’s option, delete or return all the personal data that Intuitive processes on the Partner’s behalf, except to the extent that, and for so long as, Intuitive is legally required to keep the Partner’s personal data.
it has the legal right and authority to enter into the Contract and to perform its obligations under the Contract; and
it will comply with all applicable legal and regulatory requirements applying to the exercise of its rights and the fulfilment of its obligations under the Contract.
any liability for fraud or fraudulent misrepresentation; or
any liability for death or personal injury caused by negligence;
any liability for a breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
any liability that may not be limited or excluded under applicable law.
are subject to clause 13.1; and
govern all liabilities arising under the Contract or relating to the subject matter of the Contract, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in the Contract.
any losses arising out of a Force Majeure Event; or
any loss of profits or anticipated savings; or
any loss of revenue or income; or
any loss of use or production; or
any loss of business, contracts or opportunities; or
any loss or corruption of any data,
Whether or not such losses or loss would also fall within clause 8.4.promptly notify the other; and
inform the other of the period for which it is estimated that such failure or delay will continue.
the other party is dissolved, ceases to conduct all (or substantially all) of its business, is or becomes unable to pay its debts as they fall due, is or becomes insolvent or is declared insolvent, or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; or
an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any material part of the assets of the other party; or
an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Contract).