THESE TERMS OF SERVICE (“TERMS”), TOGETHER WITH ANY RELEVANT SERVICE-SPECIFIC TERMS, SCHEDULES OR DOCUMENTATION (“DOCUMENTATION”), CONTAIN THE TERMS UPON WHICH YOU/YOUR BUSINESS IS GRANTED ACCESS TO CONFERMA’S PLATFORM, (“THE PLATFORM”). PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING THE PLATFORM.
BY CREATING AN ACCOUNT FOR AND/OR USING THE PLATFORM, YOU AGREE TO THESE TERMS WHICH WILL BIND YOUR BUSINESS/EMPLOYER (“CUSTOMER”), ITS EMPLOYEES AND ANY OTHER PERSON WHO USES THE PLATFORM UNDER THE CUSTOMER’S AUTHORITY (“AUTHORISED USERS”). YOU ALSO AGREE THAT YOU HAVE FULL CAPACITY AND AUTHORITY TO ENTER INTO THESE TERMS ON BEHALF OF THE CUSTOMER AND TO BIND THE CUSTOMER TO THESE TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT CREATE AN ACCOUNT AND/OR USE THE PLATFORM
As used in these Terms, “you” and “your” refers to the Customer registering to use any of the services (the “Service“) provided by Conferma Limited (“Conferma“, “we” or “us“), a limited company registered in England and Wales, and its licensors and other suppliers (collectively, “providers“). “Party” shall mean a party to these Terms and “Parties” shall mean both of them.
a. Conferma hereby grants the Customer and its Authorised Users a limited, non-exclusive, non-transferable licence to access the Platform and use the Service (the “Licence“) in accordance with these Terms and the Documentation, which may set forth different use rights for different categories of accounts (for example, administrators, regular users, etc.).
b. The Licence grant is expressly conditioned on the Customer’s agreement to be bound by and to use the Platform in accordance with these Terms.
c. The Customer acknowledges that all intellectual property rights in the Platform, and the Service, belong to Conferma and that the Customer has no rights in, or to, the Platform (or the Service) other than the right to use them in accordance with these Terms.
d. The Customer shall indemnify and hold harmless Conferma and the Introducer against all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Platform and the Service in breach of these Terms; where, for the purpose of these Terms, “Introducer” means the financial institution or other entity with which each of Conferma and the Customer has a commercial relationship and which has either introduced the Customer to Conferma for the use of the Platform or has agreed to allow use of the Platform by the Customer.
e. If a third party claims that the Platform or its use infringes the third party’s patent rights, copyright or trade secrets, then Conferma will defend the Customer against the claim, at Conferma’s expense, and indemnify the Customer against any resulting court fees and finally determined damage awards, if any, provided, and on condition, that the Customer:
i. Promptly notifies Conferma in writing of such a claim;
ii. Does not make any admissions in respect of the claim;
iii. Gives Conferma sole control of the defence;
iv. Does not settle the claim without Conferma’s prior written consent; and
v. Assists Conferma in the defence at Conferma’s request and reasonable expense.
f. If in respect of any claim referred to in section 5 above:
i. Conferma so defends the Customer, but a court of competent jurisdiction nevertheless orders the Customer to stop using the Platform as a result of the claim, and Conferma is unable (having made reasonable efforts) to have the order stayed or overturned on appeal or, Conferma’s legal counsel advise against appeal, or
ii. Conferma settles the claim on terms that require the Customer to cease using the Platform, or
iii. Conferma reasonably determines that the Customer should stop using the Platform, then Conferma will, at Conferma’s option and expense:
1. replace or modify the Platform to make it non-infringing while still performing the same or substantially the same functions; or
2. procure the right for the Customer to continue using the Platform; or
3. if in Conferma’s judgment neither (1) or (2) is commercially feasible, direct the Customer to stop using the Platform and Conferma shall have no liability whatsoever to the Customer arising out of or in connection with such direction to cease use of the Platform. Conferma will not be responsible for any infringing use that the Customer may make of the Platform after Conferma directs the Customer to stop using the Platform.
g. Conferma’s obligations under sections 5-6 above are the Customer’s exclusive remedies for any alleged or actual infringement by the Platform or the Customer’s use of the Platform.
h. Conferma shall have no liability pursuant to section 5 if the claim arises out of or in connection with:
a. If you are an individual, you represent and warrant that you are 18 years old or older.
b. If you are entering into these Terms on behalf of a company, partnership, or other organisation (an “entity”) having its own legal existence, you represent and warrant, on its behalf, that the entity (i) has been duly formed, (ii) is in good standing in all jurisdictions where it is required to be so, and (iii) has all necessary legal authority and power to enter into these Terms.
c. You represent and warrant that all registration information you have provided to us is complete and accurate in all material respects. If we ever have grounds to suspect otherwise, we may at our discretion suspend your access to the Service until the issue is resolved to our reasonable satisfaction.
a. Conferma does not claim legal title to your information that you provide to the Service.
b. All content and other intellectual property made available to you by Conferma (other than your own) is the property of Conferma or its licensors; you may not claim ownership of any of it.
c. As between you and Conferma, you are solely responsible for the content of any information you send to, or store on, the Service. You will defend and indemnify Conferma and its affiliates and their officers, directors, and employees from any third-party claim of any nature concerning such content.
d. All information provided to the Service is owned by the Customer and not by the individual who enters these Terms on behalf of the Customer.
e. Conferma will make reasonable endeavours to keep its websites up to date with respect to specific features of the Service, but you acknowledge that the information available thereon may not always be up to date.
f. You agree to notify Conferma promptly in writing if you suspect that someone else has obtained access to your user ID or password, or that a breach of security of the Service has occurred, is about to occur, or is being planned.
h. Conferma reserves the right to suspend an individual’s access to a Customer account if requested by an officer or comparable official of the Customer at any time.
a. You may not resell the Service or provide access thereto to anyone else.
b. You may not let someone else access or use the Service under your user name.
c. You may not decompile, disassemble or reverse-engineer the Platform or the Service nor attempt to do any such things.
d. You may not translate, merge, adapt, vary, alter or modify, the whole or any part of the Platform or Service nor permit the Platform or Service or any part of them to be combined with, or become incorporated in, any other platforms or programs, except as necessary to use the Platform or Service on devices as permitted in these Terms.
e. You may not do anything that causes or might reasonably be expected to cause damage or interruption to the Platform or the Service.
f. You may not transmit any material or seek to transmit any material via the Service that is defamatory, offensive or otherwise objectionable.
g. You may not make or distribute copies of, or create derivative works based on, any content provided via the Service, other than your own content or as expressly authorised in writing by Conferma or its licensors.
h. You may not use the Service in any way that breaches any applicable local, national or international law or regulation.
i. You may not use the Service in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect.
j. Without limiting your other obligations under these Terms, you may not use the Service in an unreasonable manner. This shall include (without limitation), whether deliberately or otherwise:
i. removing, restricting or otherwise interfering with others’ use of the Service.
ii. accessing another person’s or entity’s information without proper authorisation.
iii. using another person’s or entity’s user name and password to access the Service.
iv. attempting to breach the security measures of the Service or any network associated with it.
v. seeking to trace any information about, or owned by, any other user of the Service, including but not limited to personal data and financial information.
vi. taking any action that unreasonably burdens the Platform or the Service, any network associated with it, or any other network associated with Conferma.
vii. using a bot, screen scraper, web crawler, or any other method to access the Service or any content stored on the Service.
viii. impersonating another person or entity in connection with the Service.
ix. pretending to represent another individual or entity in connection with the Service.
x. infringing another person or entity’s copyright, trademark, trade secret, or other intellectual property right in connection with your use of the Service.
xi. using the Service to transmit or store any of the following:
1. viruses, Trojan horses, bots, crawlers, keystroke recorders, or other malicious code or malware of any kind;
2. information owned by another person or entity without their permission;
3. information used or intended to be used in any unlawful manner, in connection with any unlawful purpose, or in any manner that could expose Conferma to a risk of liability; and/or
4. information that violates any other acceptable-usage policy that Conferma may publish from time to time.
a. CONFERMA WARRANTS THAT (i) the Platform and the Service, when used in accordance with the Documentation and any relevant Service-Specific Terms, shall perform in all material respects substantially in accordance with such documentation and (ii) the Service shall be provided with reasonable skill and care.
b. The warranty above does not apply (a) if the defect results from you or your Authorised Users having altered or modified the Platform and/or the Service; (b) if the defect or fault in the Platform and/or the Service results (directly or indirectly) from you having used the Platform and/or the Service in breach of these Terms; (c) if the Platform and/or the Service is accessed using an operating system or internet browser that is not supported; and (d) if the defect or fault arises from the acts or omissions of the Introducer.
c. You acknowledge that the Platform and the Service have not been developed to meet your individual requirements. It is your responsibility to ensure that the facilities and functions of the Platform and the Service meet your requirements.
d. The Parties hereby agree that all other conditions, warranties and other terms which might have effect between the Parties or implied or incorporated into these Terms, whether by statute, common law or otherwise, are hereby excluded including, without limitation, the implied conditions, warranties or other terms as to satisfactory quality or fitness for purpose.
a. Each Party acknowledges that
i. in the course of performing its respective obligations under these Terms, it may receive the other Party’s information relating to its business, customers, subscribers, personnel, research, development, finances, technologies, marketing plans, business opportunities, financial or other affairs, including trade secrets and other proprietary, non-public information relating to such Party’s product plans, designs, costs, prices and product names, or know-how but excluding information that
1. is or becomes generally known or available by publication, commercial use or otherwise through no fault of negligence of the receiving Party;
2. is known and has been reduced to tangible form by the receiving Party or learned by the receiving Party from third parties and is not subject to restriction;
3. is independently developed by the receiving Party or learned by the receiving Party from third parties with no access to the information disclosed;
4. is lawfully obtained from a third party that has the right to make such disclosure; or
5. is made generally available by the disclosing Party without restriction on disclosure (“Confidential Information”).
ii. Data and information uploaded to the Platform by the Customer or an Authorised User or generated by the Services in connection with the Customer or an Authorised User’s use of the Platform (“Relevant Data”) shall constitute the Customer’s Confidential Information;
iii. all rights and title in the other Party’s Confidential Information belong to the other Party or its affiliates as the case may be, and
iv. unless expressly stated otherwise pursuant to these Terms, a Party shall have no rights in or to the other Party’s Confidential Information in its possession other than the right to use such Confidential Information solely for and limited to the performance of its obligations under these Terms, as required by applicable law, rules and regulations and, in respect of Conferma, the provision of the Platform and the Services to the Customer (the “Permitted Purpose”).
b. Each Party shall:
i. hold the other Party’s Confidential Information in its possession or control in confidence and not disclose it, except to (i) in respect of the Customer, its Authorised Users to whom disclosure is necessary for the performance of its obligations under these Terms and who are bound by an agreement for the protection of Confidential Information that is at least as restrictive as these Terms; (ii) in respect of Conferma, the Introducer and any other entity involved in the Customer’s use of and access to the Services and which requires access to the Confidential Information in order to provide its services to the Customer;
ii. not copy, duplicate or reproduce any documents or extracts of documents containing the other Party’s Confidential Information or in its possession or control except to the extent reasonably necessary for the performance of its obligations under these Terms;
iii. take reasonable precautions to safeguard the confidentiality of the other Party’s Confidential Information in its possession or control against loss, damage, destruction or any form of unauthorised and/or unlawful processing and/or access, provided that such precautions are no less than the precautions it takes to protect its own Confidential Information and no less than reasonable care;
iv. take reasonable precautions to ensure that any Confidential Information is not stored for any longer than is absolutely necessary; and
v. notify the other Party upon becoming aware of any unauthorised or unlawful use of or access to the other Party’s Confidential Information and provide reasonable cooperation to the other Party to remedy the issue as soon as reasonably practicable.
c. Neither Party shall, without first obtaining the written consent of the other Party, disclose the other Party’s Confidential Information except:
i. as authorised pursuant to section 6(2)(1);
ii. in response to a valid order of a court or other governmental body or any political subdivision having jurisdiction over the recipient; provided that the recipient will first, to the extent legally permissible, give notice to the disclosing Party and reasonably cooperate in the disclosing Party’s efforts, if any, to obtain a protective order requiring that the Confidential Information be disclosed only for the limited purpose for which the order was issued; or
iii. as strictly necessary to establish rights or enforce obligations under these Terms.
d. Except as otherwise specified Conferma shall:
i. store your Confidential Information only for the Permitted Purpose;
ii. comply with the Payment Card Industry Data Security Standard issued and/or amended from time to time;
iii. protect all charge records, credit records and other Confidential Information belonging to you obtained pursuant to these Terms in accordance with these data security provisions. Conferma shall use such records and Confidential Information only for the Permitted Purpose and shall safeguard them accordingly; and
iv. delete your Confidential Information on termination of the Licence, provided that Conferma may retain one copy of the Confidential Information as reasonably necessary to comply with its legal and regulatory obligations, for the performance of the Permitted Purpose and/or where reasonably necessary for the establishment, exercise and defence of legal claims.
e. You shall, and shall cause Authorised Users to take such action and provide such assistance as is reasonably required by Conferma in order for Conferma to comply with the Payment Card Industry Data Security Standard.
f. Each Party hereby acknowledges and agrees that any breach of this section 6 could cause immediate and substantial damage to the other Party, that such damage may be difficult to quantify and that money damages will not be an adequate remedy for such damage. Consequently, either Party, having reason to believe that the other may breach or has breached this section 6, may seek temporary or permanent injunctive relief, in addition to any other legal remedies available to it.
g. The provisions in this section 6 shall survive any termination of the Licence or these Terms.
a. Except as provided by law, or otherwise agreed in writing, NEITHER PARTY WILL BE LIABLE FOR, AND EACH PARTY AGREES NOT TO SEEK, consequential, indirect, special, punitive, exemplary, or similar damages arising out of breach of these Terms, whether in contract, tort, or otherwise, and even if the liable Party has been advised of the possibility of such damages.
b. Except as provided by law, or otherwise agreed in writing, CONFERMA’S AGGREGATE LIABILITY arising out of or in connection with breach of these Terms SHALL NOT EXCEED USD$10,000.
c. Nothing in this section 7 shall limit or exclude the following (A) injury (including death) to person caused by negligence; (B) fraud; and (C) any other liability which it would be unlawful to limit or exclude.
d. The parties specifically agree, as part of their overall agreed allocation of risk, that each remedy limitation of these Terms is to be enforced: (A) to the maximum extent permitted by applicable law; (B) independently of any other applicable remedy limitation, even if a particular remedy is held to have failed of its essential purpose; and (C) independently of any warranty-disclaimer provisions of these Terms.
a. Conferma reserves the right to modify the Service. These Terms will govern any new features or enhancements to the Service that we may release from time to time (in our sole discretion) unless we elect to release them under a separate agreement.
b. Conferma may amend these Terms from time to time. If we do, we will give you at least five (5) business days’ advance notice unless we are unable to do so as a result of law or regulation. If you do not wish to agree to an amendment to these Terms, you may terminate this Licence by notifying us in writing and should cease using the Service. We shall not have any liability whatsoever to you if you choose to terminate the Licence and cease using the Service in accordance with this section If you continue to use the Service after the end of the advance-notice period, the amended Terms will govern such use.
a. Conferma reserves the right to suspend and/or terminate this Licence immediately by written notice to you if:
i. You commit a material or persistent breach of this Licence which is irremediable or, if remediable, you fail to remedy such breach within 7 days after the service of written notice requiring you to do so;
ii. an encumbrancer takes possession of or a receiver is appointed over all or any part of your property or assets; you make any voluntary arrangement with your creditors or becomes subject to an administration order; you becomes bankrupt or insolvent or go into liquidation (except for the purposes of solvent amalgamation or reconstruction and in such manner that the resulting company or entity effectively agrees in a form acceptable to Conferma to be bound by or assume the obligations imposed on the Customer under these Terms); or you are subject to any events equivalent to the foregoing in any other jurisdiction;
iii. the Introducer requires such termination or suspension; or
iv. Conferma’s commercial relationship with the Introducer terminates or expires.
b. Upon termination for any reason:
i. All rights granted to you under this Licence shall cease;
ii. You must cease all activities authorised by this Licence; and
iii. Each Party must delete or destroy any Confidential Information held by it which belongs to the other Party, provided that each Party may keep one copy of such Confidential Information where required by applicable laws or reasonably necessary for the establishment, exercise or defence of legal claims.
c. Conferma is not responsible for any loss or damage you may incur that arises from your breach of these Terms.
d. All disputes arising out of or relating to these Terms, or their interpretation, validity, or enforcement, are to be decided in accordance with the laws of England and Wales and the Parties hereby submit to the exclusive jurisdiction of the laws of England and Wales, save that either Party shall be entitled to bring or defend proceedings in any competent court in any jurisdiction to protect its intellectual property rights or Confidential Information or obtain interim relief and/or preserve any rights of action it may have.
e. Any claim under these Terms, in any forum, must be commenced within one year after notification of the claim.
For the purpose of this section, Privacy Laws shall mean all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679); 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 2003/2426) as amended and, to the extent applicable, any other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data. Words and expressions used in this section but not otherwise defined shall bear the meaning given to those terms in the Privacy Laws.
a. The Parties acknowledge that, for the purposes of the Privacy Laws:
i. You shall be the controller and Conferma shall be the processor for any personal data comprised in Relevant Data; and
ii. Conferma may, in connection with its provision of the Services, share Relevant Data with the Introducer and any other entity involved in your use of and access to the Services and that requires access to the Relevant Data in order to provide its services to you, who shall process such Relevant Data as separate controllers.
b. Part 1 of Schedule A sets out the scope, nature and purpose of processing by Conferma, the duration of the processing and the types of personal data and categories of data subject.
c. Conferma shall:
d. You consent to Conferma appointing the categories of third-party processors of Relevant Data described in Part 2 of Schedule A, provided that it enters into with any third-party processor a written agreement incorporating terms which are substantially similar to those set out in this section 10 and which Conferma confirms reflect and will continue to reflect the requirements of the Privacy Laws. As between you and Conferma, Conferma shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this section 10(4).
e. You acknowledge and agree that Conferma may anonymise and aggregate the Relevant Data for use by it for analysis and assessment purposes.
a. You agree to notify Conferma promptly if your email address or other contact information has changed.
b. We may give any notice under these Terms (i) by making it available on our website and displaying a reasonable notice on the site while you are accessing it, or (ii) sending you an email to the address you have listed in our records. All other notices required or permitted by this Terms: (i) must be in writing; (ii) must be marked for the attention of a specific individual or position; (iii) if to Conferma, are addressed to the email address specified in section 11(9); and (iv) are effective when received or refused by that individual or position as shown for example by delivery- service confirmation or an email “delivered” or “read” confirmation message.
c. These Terms are the final, complete, exclusive, and binding statement of the terms and conditions governing your use of the Platform and the Service. In entering into these Terms, neither Party is relying on any promises, warranties, or representations by the other Party that are not stated in (or expressly incorporated by reference into) these Terms.
d. Other or additional terms and conditions may apply to specific portions or features of the Service; in case of a conflict between them and these Terms, the former will prevail, but only as to your use of the relevant portion or feature.
e. If for any reason any provision of these Terms is held to be invalid, illegal, void, unenforceable, or otherwise defective by a court or other competent authority, or rendered invalid, illegal or unenforceable by the introduction of, or change in, any statute regulation, applicable code or other ordinance or in their interpretation, then such provision shall be deemed modified to the minimum extent necessary to cure the defect, without prejudice to the remaining provisions of these Terms which shall continue in full force and effect.
f. A waiver by either Party of a particular condition, right, or obligation arising under these Terms (A) is to be given effect only if it is expressly stated in a document signed by that Party, and (B) is to be construed as strictly limited to the condition, right or obligation to which it applied only.
g. In performing its obligations under these Terms, the Parties shall comply with all applicable laws, rules and regulations.
h. Conferma is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Platform and the Service may be subject to limitations, delays and other problems inherent in the use of such communications networks and facilities.
i. If you wish to contact us in writing, or if any provision of these Terms requires you to give us written notice, you can send this to us by email at firstname.lastname@example.org. We will confirm receipt of this by contacting you in writing, typically by email.
j. A Party shall not be deemed to be in breach of these Terms, nor otherwise be liable to the other for any delay or failure in performing any of its obligations under these Terms, if such delay or failure was due to any event or circumstance outside of its reasonable control provided that: (1) as soon as practicable after becoming aware of such delay or failure it gives the other Party written notice of such delay or failure and the reasons for it; (2) it uses all reasonable endeavours to circumvent the causes of such delay and to mitigate their effects; and (3) it remains liable to perform its obligations as soon as the cause of delay is lifted.
k. Neither Party may assign or transfer these Terms or any of its rights or obligations under these Terms without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Conferma may subcontract the performance of all or part of these Terms, but shall remain responsible for all acts and omissions of its subcontractors as if they were its own.
1.1 Scope: Conferma shall process the Relevant Data for the Permitted Purpose and in accordance with the Terms
1.2 Nature: Conferma shall process the Relevant Data for the purpose of authenticating authorised access to the Platform, processing a corporate travel booking and/or payment transaction, as necessary to provide the Services. Such Relevant Data may also be used for reporting and analysis purposes in connection with the Services.
1.3 Purpose of processing: to provide the Platform and Services to the Customer in accordance with the Terms.
1.4 Duration of the processing: for the duration of the Licence and for such period thereafter as is reasonably necessary to carry out the Permitted Purpose and/or in accordance with applicable law, rule and regulation and/or for the establishment, exercise and defence of legal claims.
1.5 Types of Personal Data: usernames and passwords, traveller names, addresses, telephone numbers, email addresses, payment information (including credit card numbers), gender, date of birth, passport numbers and any other personal data required for completing travel services.
1.6 Categories of data subject: travellers; Customer employees; cardholders.
Part 2 – Permitted Subcontractors
1.1 Data centre hosting
1.2 Fax communications
1.3 Out of hours support desk
1.4 Customer helpdesk ticketing
1.5 Customer database management
1.6 Customer service communication
1.7 Expense management platform utilised by you
1.8 Hotel communications/property management platforms
1.9 Booking platforms