Agreements - Tourplan
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Agreements

Legal Notices

End User License Agreements (EULA) covering Tourplan software products and Services Agreements covering Tourplan support and software update services are detailed below for each of our main Tourplan offices.

Please note that there are only two differences in the agreements pertaining to each of these Tourplan offices:

  • The Tourplan company name.
  • The law under which each agreement is governed.
Africa

End User License Agreement (EULA) – Tourplan Southern Africa

This Tourplan End user License Agreement (EULA) is a legal agreement between you (who will be referred to in this EULA as “You”) and Tourplan Southern Africa Pty Ltd (“Tourplan”) for all Tourplan software including any upgrades “Software” that is provided to you by Tourplan. You, and not Tourplan, are responsible for compliance with all other third party software, including Microsoft’s licensing requirements. This agreement supersedes all prior license agreements and arrangements.

 

Software License:

Important – please read carefully. Tourplan is willing to license software to you only if you accept all the terms of EULA. Paying any invoices referring to this EULA, or using the software will be deemed to be your acceptance that you are using it on the following terms.

If you do not agree to the terms of this EULA do not pay for the license nor use the software.

  1. Tourplan grants You a non-exclusive, non-transferable license to use the Software on the terms and conditions of this License.
  2. The Software is licensed for your own internal use on one operating computer system for the number of concurrent users purchased from Tourplan.
  3. Neither this agreement, nor any transaction with Tourplan convey title, copyright, intellectual property rights in the Software (including any enhancements or modifications), or any rights of ownership to you. The software is licensed for use, not sold.
  4. You acknowledge that the Software embodies substantial creative efforts, ideas and expressions and accordingly agree not to disclose the confidential information embodied in the Software to third parties other than on a need-to-know basis.
  5. You may not use the Software to rent, lease, lend, nor provide commercial hosting services to any third party.
  6. You may not reproduce, translate, adapt, vary, reverse-engineer or modify the Software.
  7. You may not copy the Software except as is necessary for your own backup purposes.
  8. Tourplan may terminate this EULA if You breach any of your obligations under this EULA. Immediately following termination of this license, You must deliver to Tourplan, or destroy all copies of the Software in whatever form possessed by You.

LIMITED WARRANTY

The Software

Tourplan warrants that the software will perform substantially in accordance with the accompanying help files for a period of 90 days from date of receipt. Some countries, states and jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation of 90 days may not apply to you.

Limitation of Liability

To the extent permissible by law, all representations and warranties other than those expressly provided for in this Agreement are excluded.

Tourplan will not be liable for indirect or consequential damage or for any loss of business, property, profit or data, however caused including negligence, which may be suffered or incurred or which may arise directly or indirectly in respect of the Software, defects in the Software, or the failure or omission on the part of Tourplan to comply with its obligations under this agreement.

Tourplan’s total liability under this agreement shall be limited, at Tourplan’s exclusive option to (a) replacement of the Software; or (b) correction of defects in the Software; or (c) the cost of having defects in the Software repaired.

Local Taxation

All fees are exclusive of any tariffs, duties, taxes (including GST, VAT or any other similar tax) or levy payable in respect of the fees, other than income tax payable by Tourplan. All such taxes or levies shall be for the account of the Customer.

If any withholding tax is levied on the fees, then the Customer shall increase the sums paid to Tourplan so that the amount received by Tourplan after the withholding tax is deducted is the full amount Tourplan would have received if no withholding or deduction had been made.

Governing Law

This agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa.

 

SOFTWARE SERVICE AGREEMENT – TOURPLAN SOUTHERN AFRICA

This agreement (the Agreement) records the terms and conditions under which Tourplan Southern Africa Pty Ltd (“Tourplan”) provides software maintenance and support (“Services”) for Tourplan software products (“the Software”) to its customers (“Customer”) who hold license(s) to use Tourplan in accordance with the Tourplan End User License Agreement (EULA). A Customer’s payment of invoices referring to or incorporating this agreement is deemed to be acceptance of both this Agreement and the Tourplan EULA. This agreement supersedes all prior Tourplan EULAs, services and support agreements and arrangements.

Term of Agreement

Services will be supplied for the period that the Customer has been invoiced by Tourplan and paid fees for.

Tourplan Responsibilities

  1. Tourplan shall provide the Customer with the Services via telephone, email, internet and facsimile during business hours Monday to Friday, excluding public holidays.
  2. Tourplan shall exercise all reasonable care and skill in providing the Services.
  3. Tourplan shall be responsible for logging, prioritisation and administration of Services requests.
  4. Tourplan shall treat all Customer information as confidential material.
  5. Tourplan will supply Software upgrades and enhancements and corresponding licenses to use the same.
  6. Tourplan may exclude from its responsibilities under this agreement, problems arising from
    a. The improper use, operation or neglect of either the Software or computer system;
    b. The unauthorised modification of the software by third parties;
    c. The use of the Software on equipment incompatible with the use of the Software as determined by Tourplan from time to time;
    d. Faults external to or outside the control of Tourplan or the Software.

Customer Responsibities

  1. The Customer shall provide Tourplan with such information, including data files, as may be reasonably necessary to process Services requests.
  2. The Customer shall provide Tourplan with internet access to the Software programs and Customer’s data as required by Tourplan for the purposes of providing the Services.
  3. The Customer shall maintain a daily backup of the Software’s data.
  4. The Customer is responsible to ensure appropriate levels of security and control are applied to the process of database updates performed by Tourplan as part of the Services.

Termination

The Customer may terminate this agreement with 90 days written notice to Tourplan.

Disclaimer & Limitation of Liability

  1. To the extent permissible by law, all representations and warranties other than those expressly provided for in this Agreement are excluded.
  2. Tourplan will not be liable for indirect or consequential damage or for any loss of business, property, profit or data, however caused including negligence, which may be suffered or incurred or which may arise directly or indirectly in respect of the Software, defects in the Software, the Services, defect or delays in Services, data updates performed by Tourplan as part of the Services, or the failure or omission on the part of Tourplan to comply with its obligations under this agreement.
  3. Tourplan’s total liability under this agreement shall be limited to a refund of all money paid by the customer for the most recently invoiced service period.

Local Taxation

All fees are exclusive of any tariffs, duties, taxes (including GST, VAT or any other similar tax) or levy payable in respect of the fees, other than income tax payable by Tourplan. All such taxes or levies shall be for the account of the Customer.

If any withholding tax is levied on the fees, then the Customer shall increase the sums paid to Tourplan so that the amount received by Tourplan after the withholding tax is deducted is the full amount Tourplan would have received if no withholding or deduction had been made.

Governing Law

This agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa.

Americas

End User License Agreement (EULA) – Tourplan Latin America

This Tourplan End user License Agreement (EULA) is a legal agreement between you (who will be referred to in this EULA as “You”) and Tourplan Latin America S.A. (“Tourplan”) for all Tourplan software including any upgrades “Software” that is provided to you by Tourplan. You, and not Tourplan, are responsible for compliance with all other third party software, including Microsoft’s licensing requirements. This agreement supersedes all prior license agreements and arrangements.

Software License:

Important – please read carefully. Tourplan is willing to license software to you only if you accept all the terms of EULA. Paying any invoices referring to this EULA, or using the software will be deemed to be your acceptance that you are using it on the following terms.

If you do not agree to the terms of this EULA do not pay for the license nor use the software.

  1. Tourplan grants You a non-exclusive, non-transferable license to use the Software on the terms and conditions of this License.
  2. The Software is licensed for your own internal use on one operating computer system for the number of concurrent users purchased from Tourplan.
  3. Neither this agreement, nor any transaction with Tourplan convey title, copyright, intellectual property rights in the Software (including any enhancements or modifications), or any rights of ownership to you. The software is licensed for use, not sold.
  4. You acknowledge that the Software embodies substantial creative efforts, ideas and expressions and accordingly agree not to disclose the confidential information embodied in the Software to third parties other than on a need-to-know basis.
  5. You may not use the Software to rent, lease, lend, nor provide commercial hosting services to any third party.
  6. You may not reproduce, translate, adapt, vary, reverse-engineer or modify the Software.
  7. You may not copy the Software except as is necessary for your own backup purposes.
  8. Tourplan may terminate this EULA if You breach any of your obligations under this EULA. Immediately following termination of this license, You must deliver to Tourplan, or destroy all copies of the Software in whatever form possessed by You.

LIMITED WARRANTY

The Software

Tourplan warrants that the software will perform substantially in accordance with the accompanying help files for a period of 90 days from date of receipt. Some countries, states and jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation of 90 days may not apply to you.

Limitation of Liability

To the extent permissible by law, all representations and warranties other than those expressly provided for in this Agreement are excluded.

Tourplan will not be liable for indirect or consequential damage or for any loss of business, property, profit or data, however caused including negligence, which may be suffered or incurred or which may arise directly or indirectly in respect of the Software, defects in the Software, or the failure or omission on the part of Tourplan to comply with its obligations under this agreement.

Tourplan’s total liability under this agreement shall be limited, at Tourplan’s exclusive option to (a) replacement of the Software; or (b) correction of defects in the Software; or (c) the cost of having defects in the Software repaired.

Local Taxation

All fees are exclusive of any tariffs, duties, taxes (including GST, VAT or any other similar tax) or levy payable in respect of the fees, other than income tax payable by Tourplan. All such taxes or levies shall be for the account of the Customer.

If any withholding tax is levied on the fees, then the Customer shall increase the sums paid to Tourplan so that the amount received by Tourplan after the withholding tax is deducted is the full amount Tourplan would have received if no withholding or deduction had been made.

Governing Law

This agreement shall be governed by and construed in accordance with the laws of Costa Rica.

 

SOFTWARE SERVICE AGREEMENT – TOURPLAN LATIN AMERICA

This agreement (the Agreement) records the terms and conditions under which Tourplan Latin America S.A. (“Tourplan”) provides software maintenance and support (“Services”) for Tourplan software products (“the Software”) to its customers (“Customer”) who hold license(s) to use Tourplan in accordance with the Tourplan End User License Agreement (EULA). A Customer’s payment of invoices referring to or incorporating this agreement is deemed to be acceptance of both this Agreement and the Tourplan EULA. This agreement supersedes all prior Tourplan EULAs, services and support agreements and arrangements.

Term of Agreement

Services will be supplied for the period that the Customer has been invoiced by Tourplan and paid fees for.

Tourplan Responsibilities

  1. Tourplan shall provide the Customer with the Services via telephone, email, internet and facsimile during business hours Monday to Friday, excluding public holidays.
  2. Tourplan shall exercise all reasonable care and skill in providing the Services.
  3. Tourplan shall be responsible for logging, prioritisation and administration of Services requests.
  4. Tourplan shall treat all Customer information as confidential material.
  5. Tourplan will supply Software upgrades and enhancements and corresponding licenses to use the same.
  6. Tourplan may exclude from its responsibilities under this agreement, problems arising from
    a. The improper use, operation or neglect of either the Software or computer system;
    b. The unauthorised modification of the software by third parties;
    c. The use of the Software on equipment incompatible with the use of the Software as determined by Tourplan from time to time;
    d. Faults external to or outside the control of Tourplan or the Software.

Customer Responsibilities

  1. The Customer shall provide Tourplan with such information, including data files, as may be reasonably necessary to process Services requests.
  2. The Customer shall provide Tourplan with internet access to the Software programs and Customer’s data as required by Tourplan for the purposes of providing the Services.
  3. The Customer shall maintain a daily backup of the Software’s data.
  4. The Customer is responsible to ensure appropriate levels of security and control are applied to the process of database updates performed by Tourplan as part of the Services.

Termination

The Customer may terminate this agreement with 90 days written notice to Tourplan.

Disclaimer & Limitation of Liability

  1. To the extent permissible by law, all representations and warranties other than those expressly provided for in this Agreement are excluded.
  2. Tourplan will not be liable for indirect or consequential damage or for any loss of business, property, profit or data, however caused including negligence, which may be suffered or incurred or which may arise directly or indirectly in respect of the Software, defects in the Software, the Services, defect or delays in Services, data updates performed by Tourplan as part of the Services, or the failure or omission on the part of Tourplan to comply with its obligations under this agreement.
  3. Tourplan’s total liability under this agreement shall be limited to a refund of all money paid by the customer for the most recently invoiced service period.

Local Taxation

All fees are exclusive of any tariffs, duties, taxes (including GST, VAT or any other similar tax) or levy payable in respect of the fees, other than income tax payable by Tourplan. All such taxes or levies shall be for the account of the Customer.

If any withholding tax is levied on the fees, then the Customer shall increase the sums paid to Tourplan so that the amount received by Tourplan after the withholding tax is deducted is the full amount Tourplan would have received if no withholding or deduction had been made.

Governing Law

This agreement shall be governed by and construed in accordance with the laws of Costa Rica.

Asia

End User License Agreement (EULA) – Tourplan Asia

This Tourplan End user License Agreement (EULA) is a legal agreement between you (who will be referred to in this EULA as “You”) and Tourplan Asia Pacific Sdn bhd (“Tourplan”) for all Tourplan software including any upgrades “Software” that is provided to you by Tourplan. You, and not Tourplan, are responsible for compliance with all other third party software, including Microsoft’s licensing requirements. This agreement supersedes all prior license agreements and arrangements.

Software License:

Important – please read carefully. Tourplan is willing to license software to you only if you accept all the terms of this EULA. Paying any invoices referring to this EULA, or using the software will be deemed to be your acceptance that you are using it on the following terms.

If you do not agree to the terms of the EULA do not pay for the license nor use the software.

  1. Tourplan grants You a non-exclusive, non-transferable license to use the Software on the terms and conditions of this License.
  2. The Software is licensed for your own internal use on one operating computer system for the number of concurrent users purchased from Tourplan.
  3. Neither this agreement, nor any transaction with Tourplan convey title, copyright, intellectual property rights in the Software (including any enhancements or modifications), or any rights of ownership to you. The software is licensed for use, not sold.
  4. You acknowledge that the Software embodies substantial creative efforts, ideas and expressions and accordingly agree not to disclose the confidential information embodied in the Software to third parties other than on a need-to-know basis.
  5. You may not use the Software to rent, lease, lend, nor provide commercial hosting services to any third party.
  6. You may not reproduce, translate, adapt, vary, reverse-engineer or modify the Software.
  7. You may not copy the Software except as is necessary for your own backup purposes.
  8. Tourplan may terminate this EULA if You breach any of your obligations under this EULA. Immediately following termination of this license, You must deliver to Tourplan, or destroy all copies of the Software in whatever form possessed by You.

LIMITED WARRANTY

The Software

Tourplan warrants that the software will perform substantially in accordance with the accompanying help files for a period of 90 days from date of receipt. Some countries, states and jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation of 90 days may not apply to you.

Limitation of Liability

To the extent permissible by law, all representations and warranties other than those expressly provided for in this Agreement are excluded.

Tourplan will not be liable for indirect or consequential damage or for any loss of business, property, profit or data, however caused including negligence, which may be suffered or incurred or which may arise directly or indirectly in respect of the Software, defects in the Software, or the failure or omission on the part of Tourplan to comply with its obligations under this agreement.

Tourplan’s total liability under this agreement shall be limited, at Tourplan’s exclusive option to (a) replacement of the Software; or (b) correction of defects in the Software; or (c) the cost of having defects in the Software repaired.

Local Taxation

All fees are exclusive of any tariffs, duties, taxes (including GST, VAT or any other similar tax) or levy payable in respect of the fees, other than income tax payable by Tourplan. All such taxes or levies shall be for the account of the Customer.

If any withholding tax is levied on the fees, then the Customer shall increase the sums paid to Tourplan so that the amount received by Tourplan after the withholding tax is deducted is the full amount Tourplan would have received if no withholding or deduction had been made.

Governing Law

This agreement shall be governed by and construed in accordance with the laws of Malaysia.

 

SOFTWARE SERVICE AGREEMENT – TOURPLAN ASIA

This agreement (the Agreement) records the terms and conditions under which Tourplan Asia Pacific Sdn bhd (“Tourplan”) provides software maintenance and support (“Services”) for Tourplan software products (“the Software”) to its customers (“Customer”) who hold license(s) to use Tourplan in accordance with the Tourplan End User License Agreement (EULA). A Customer’s payment of invoices referring to or incorporating this agreement is deemed to be acceptance of both this Agreement and the Tourplan EULA. This agreement supersedes all prior Tourplan EULAs, services and support agreements and arrangements.

Term of Agreement

Services will be supplied for the period that the Customer has been invoiced by Tourplan and paid fees for.

Tourplan Responsibilities

  1. Tourplan shall provide the Customer with the Services via telephone, email, internet and facsimile during business hours Monday to Friday, excluding public holidays.
  2. Tourplan shall exercise all reasonable care and skill in providing the Services.
  3. Tourplan shall be responsible for logging, prioritisation and administration of Services requests.
  4. Tourplan shall treat all Customer information as confidential material.
  5. Tourplan will supply Software upgrades and enhancements and corresponding licenses to use the same.
  6. Tourplan may exclude from its responsibilities under this agreement, problems arising from
    a. The improper use, operation or neglect of either the Software or computer system;
    b. The unauthorised modification of the software by third parties;
    c. The use of the Software on equipment incompatible with the use of the Software as determined by Tourplan from time to time;
    d. Faults external to or outside the control of Tourplan or the Software.

Customer Responsibilities

  1. The Customer shall provide Tourplan with such information, including data files, as may be reasonably necessary to process Services requests.
  2. The Customer shall provide Tourplan with internet access to the Software programs and Customer’s data as required by Tourplan for the purposes of providing the Services.
  3. The Customer shall maintain a daily backup of the Software’s data.
  4. The Customer is responsible to ensure appropriate levels of security and control are applied to the process of database updates performed by Tourplan as part of the Services.

Termination

The Customer may terminate this agreement with 90 days written notice to Tourplan.

Disclaimer & Limitation of Liability

  1. To the extent permissible by law, all representations and warranties other than those expressly provided for in this Agreement are excluded.
  2. Tourplan will not be liable for indirect or consequential damage or for any loss of business, property, profit or data, however caused including negligence, which may be suffered or incurred or which may arise directly or indirectly in respect of the Software, defects in the Software, the Services, defect or delays in Services, data updates performed by Tourplan as part of the Services, or the failure or omission on the part of Tourplan to comply with its obligations under this agreement.
  3. Tourplan’s total liability under this agreement shall be limited to a refund of all money paid by the customer for the most recently invoiced service period.
  4. The Customer is responsible to ensure appropriate levels of security and control are applied to the process of database updates performed by Tourplan as part of the Services.

Local Taxation

All fees are exclusive of any tariffs, duties, taxes (including GST, VAT or any other similar tax) or levy payable in respect of the fees, other than income tax payable by Tourplan. All such taxes or levies shall be for the account of the Customer.

If any withholding tax is levied on the fees, then the Customer shall increase the sums paid to Tourplan so that the amount received by Tourplan after the withholding tax is deducted is the full amount Tourplan would have received if no withholding or deduction had been made.

Governing Law

This agreement shall be governed by and construed in accordance with the laws of Malaysia.

Europe

End User License Agreement (EULA) – Tourplan Europe

This Tourplan End user License Agreement (EULA) is a legal agreement between you (who will be referred to in this EULA as “You” and Tourplan UK Ltd (“Tourplan”) for all Tourplan software including any upgrades “Software” that is provided to you by Tourplan. You, and not Tourplan, are responsible for compliance with all other third party software, including Microsoft’s licensing requirements. This agreement supersedes all prior license agreements and arrangements.

Software License:

Important – please read carefully. Tourplan is willing to license software to you only if you acceipt all the terms of EULA. Paying any invoices referring to this EULA, or using the software will be deemed to be your acceptance that you are using it on the following terms.

If you do not agree to the terms of this EULA do not pay for the license nor use the software.

  1. Tourplan grants You a non-exclusive, non-transferable license to use the Software on the terms and conditions of this License.
  2. The Software is licensed for your own internal use on one operating computer system for the number of concurrent users purchased from Tourplan.
  3. Neither this agreement, nor any transaction with Tourplan convey title, copyright, intellectual property rights in the Software (including any enhancements or modifications), or any rights of ownership to you. The software is licensed for use, not sold.
  4. You acknowledge that the Software embodies substantial creative efforts, ideas and expressions and accordingly agree not to disclose the confidential information embodied in the Software to third parties other than on a need-to-know basis.
  5. You may not use the Software to rent, lease, lend, nor provide commercial hosting services to any third party.
  6. You may not reproduce, translate, adapt, vary, reverse-engineer or modify the Software.
  7. You may not copy the Software except as is necessary for your own backup purposes.
  8. Tourplan may terminate this EULA if You breach any of your obligations under this EULA. Immediately following termination of this license, You must deliver to Tourplan, or destroy all copies of the Software in whatever form possessed by You.

LIMITED WARRANTY

The Software

Tourplan warrants that the software will perform substantially in accordance with the accompanying help files for a period of 90 days from date of receipt. Some countries, states and jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation of 90 days may not apply to you.

Limitation of Liability

To the extent permissible by law, all representations and warranties other than those expressly provided for in this Agreement are excluded.

Tourplan will not be liable for indirect or consequential damage or for any loss of business, property, profit or data, however caused including negligence, which may be suffered or incurred or which may arise directly or indirectly in respect of the Software, defects in the Software, or the failure or omission on the part of Tourplan to comply with its obligations under this agreement.

Tourplan’s total liability under this agreement shall be limited, at Tourplan’s exclusive option to (a) replacement of the Software; or (b) correction of defects in the Software; or (c) the cost of having defects in the Software repaired.

Local Taxation

All fees are exclusive of any tariffs, duties, taxes (including GST, VAT or any other similar tax) or levy payable in respect of the fees, other than income tax payable by Tourplan. All such taxes or levies shall be for the account of the Customer.

If any withholding tax is levied on the fees, then the Customer shall increase the sums paid to Tourplan so that the amount received by Tourplan after the withholding tax is deducted is the full amount Tourplan would have received if no withholding or deduction had been made.

Governing Law

This agreement shall be governed by and construed in accordance with the laws of the United Kingdom.

 

SOFTWARE SERVICE AGREEMENT – TOURPLAN UK

This agreement (the Agreement) records the terms and conditions under which Tourplan UK Ltd (“Tourplan”) provides software maintenance and support (“Services”) for Tourplan software products (“the Software”) to its customers (“Customer”) who hold license(s) to use Tourplan in accordance with the Tourplan End User License Agreement (EULA). A Customer’s payment of invoices referring to or incorporating this agreement is deemed to be acceptance of both this Agreement and the Tourplan EULA. This agreement supersedes all prior Tourplan EULAs, services and support agreements and arrangements.

Term of Agreement

Services will be supplied for the period that the Customer has been invoiced by Tourplan and paid fees for.

Tourplan Responsibilities

  1. Tourplan shall provide the Customer with the Services via telephone, email, internet and facsimile during business hours Monday to Friday, excluding public holidays.
  2. Tourplan shall exercise all reasonable care and skill in providing the Services.
  3. Tourplan shall be responsible for logging, prioritisation and administration of Services requests.
  4. Tourplan shall treat all Customer information as confidential material.
  5. Tourplan will supply Software upgrades and enhancements and corresponding licenses to use the same.
  6. Tourplan may exclude from its responsibilities under this agreement, problems arising from
    a. The improper use, operation or neglect of either the Software or computer system;
    b. The unauthorised modification of the software by third parties;
    c. The use of the Software on equipment incompatible with the use of the Software as determined by Tourplan from time to time;
    d. Faults external to or outside the control of Tourplan or the Software.

Customer Responsibilities

  1. The Customer shall provide Tourplan with such information, including data files, as may be reasonably necessary to process Services requests.
  2. The Customer shall provide Tourplan with internet access to the Software programs and Customer’s data as required by Tourplan for the purposes of providing the Services.
  3. The Customer shall maintain a daily backup of the Software’s data.
  4. The Customer is responsible to ensure appropriate levels of security and control are applied to the process of database updates performed by Tourplan as part of the Services.

Termination

The Customer may terminate this agreement with 90 days written notice to Tourplan.

Disclaimer & Limitation of Liability

  1. To the extent permissible by law, all representations and warranties other than those expressly provided for in this Agreement are excluded.
  2. Tourplan will not be liable for indirect or consequential damage or for any loss of business, property, profit or data, however caused including negligence, which may be suffered or incurred or which may arise directly or indirectly in respect of the Software, defects in the Software, the Services, defect or delays in Services, data updates performed by Tourplan as part of the Services, or the failure or omission on the part of Tourplan to comply with its obligations under this agreement.
  3. Tourplan’s total liability under this agreement shall be limited to a refund of all money paid by the customer for the most recently invoiced service period.

Local Taxation

All fees are exclusive of any tariffs, duties, taxes (including GST, VAT or any other similar tax) or levy payable in respect of the fees, other than income tax payable by Tourplan. All such taxes or levies shall be for the account of the Customer.

If any withholding tax is levied on the fees, then the Customer shall increase the sums paid to Tourplan so that the amount received by Tourplan after the withholding tax is deducted is the full amount Tourplan would have received if no withholding or deduction had been made.

Governing Law

This agreement shall be governed by and construed in accordance with the laws of the United Kingdom.

Pacific

End User License Agreement (EULA) – Tourplan Pacific

This Tourplan End user License Agreement (EULA) is a legal agreement between you (who will be referred to in this EULA as “You”) and Tourplan Pacific Ltd (“Tourplan”) for all Tourplan software including any upgrades “Software” that is provided to you by Tourplan. You, and not Tourplan, are responsible for compliance with all other third party software, including Microsoft’s licensing requirements. This agreement supersedes all prior license agreements and arrangements.

Software License:

Important – please read carefully. Tourplan is willing to license software to you only if you accept all the terms of this EULA. Paying any invoices referring to this EULA, or using the software will be deemed to be your acceptance that you are using it on the following terms.

If you do not agree to the terms of this EULA do not pay for the license nor use the software.

  1. Tourplan grants You a non-exclusive, non-transferable license to use the Software on the terms and conditions of this License.
  2. The Software is licensed for your own internal use on one operating computer system for the number of concurrent users purchased from Tourplan.
  3. Neither this agreement, nor any transaction with Tourplan convey title, copyright, intellectual property rights in the Software (including any enhancements or modifications), or any rights of ownership to you. The software is licensed for use, not sold.
  4. You acknowledge that the Software embodies substantial creative efforts, ideas and expressions and accordingly agree not to disclose the confidential information embodied in the Software to third parties other than on a need-to-know basis.
  5. You may not use the Software to rent, lease, lend, nor provide commercial hosting services to any third party.
  6. You may not reproduce, translate, adapt, vary, reverse-engineer or modify the Software.
  7. You may not copy the Software except as is necessary for your own backup purposes.
  8. Tourplan may terminate this EULA if You breach any of your obligations under this EULA. Immediately following termination of this license, You must deliver to Tourplan, or destroy all copies of the Software in whatever form possessed by You.

LIMITED WARRANTY

The Software

Tourplan warrants that the software will perform substantially in accordance with the accompanying help files for a period of 90 days from date of receipt. Some countries, states and jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation of 90 days may not apply to you.

Limitation of Liability

To the extent permissible by law, all representations and warranties other than those expressly provided for in this Agreement are excluded.

Tourplan will not be liable for indirect or consequential damage or for any loss of business, property, profit or data, however caused including negligence, which may be suffered or incurred or which may arise directly or indirectly in respect of the Software, defects in the Software, or the failure or omission on the part of Tourplan to comply with its obligations under this agreement.

Tourplan’s total liability under this agreement shall be limited, at Tourplan’s exclusive option to (a) replacement of the Software; or (b) correction of defects in the Software; or (c) the cost of having defects in the Software repaired.

Local Taxation

All fees are exclusive of any tariffs, duties, taxes (including GST, VAT or any other similar tax) or levy payable in respect of the fees, other than income tax payable by Tourplan. All such taxes or levies shall be for the account of the Customer.

If any withholding tax is levied on the fees, then the Customer shall increase the sums paid to Tourplan so that the amount received by Tourplan after the withholding tax is deducted is the full amount Tourplan would have received if no withholding or deduction had been made.

Governing Law

This agreement shall be governed by and construed in accordance with the laws of New Zealand.

 

SOFTWARE SERVICE AGREEMENT – TOURPLAN PACIFIC

This agreement (the Agreement) records the terms and conditions under which Tourplan Pacific Ltd (“Tourplan”) provides software maintenance and support (“Services”) for Tourplan software products (“the Software”) to its customers (“Customer”) who hold license(s) to use Tourplan in accordance with the Tourplan End User License Agreement (EULA). A Customer’s payment of invoices referring to or incorporating this agreement is deemed to be acceptance of both this Agreement and the Tourplan EULA. This agreement supersedes all prior Tourplan EULAs, services and support agreements and arrangements.

Term of Agreement

Services will be supplied for the period that the Customer has been invoiced by Tourplan and paid fees for.

Tourplan Responsibilities

  1. Tourplan shall provide the Customer with the Services via telephone, email, internet and facsimile during business hours Monday to Friday, excluding public holidays.
  2. Tourplan shall exercise all reasonable care and skill in providing the Services.
  3. Tourplan shall be responsible for logging, prioritisation and administration of Services requests.
  4. Tourplan shall treat all Customer information as confidential material.
  5. Tourplan will supply Software upgrades and enhancements and corresponding licenses to use the same.
  6. Tourplan may exclude from its responsibilities under this agreement, problems arising from
    a. The improper use, operation or neglect of either the Software or computer system;
    b. The unauthorised modification of the software by third parties;
    c. The use of the Software on equipment incompatible with the use of the Software as determined by Tourplan from time to time;
    d. Faults external to or outside the control of Tourplan or the Software.

Customer Responsibilities

  1. The Customer shall provide Tourplan with such information, including data files, as may be reasonably necessary to process Services requests.
  2. The Customer shall provide Tourplan with internet access to the Software programs and Customer’s data as required by Tourplan for the purposes of providing the Services.
  3. The Customer shall maintain a daily backup of the Software’s data.
  4. The Customer is responsible to ensure appropriate levels of security and control are applied to the process of database updates performed by Tourplan as part of the Services.

Termination

The Customer may terminate this agreement with 90 days written notice to Tourplan.

Disclaimer & Limitation of Liability

  1. To the extent permissible by law, all representations and warranties other than those expressly provided for in this Agreement are excluded.
  2. Tourplan will not be liable for indirect or consequential damage or for any loss of business, property, profit or data, however caused including negligence, which may be suffered or incurred or which may arise directly or indirectly in respect of the Software, defects in the Software, the Services, defect or delays in Services, data updates performed by Tourplan as part of the Services, or the failure or omission on the part of Tourplan to comply with its obligations under this agreement.
  3. Tourplan’s total liability under this agreement shall be limited to a refund of all money paid by the customer for the most recently invoiced service period.

Local Taxation

All fees are exclusive of any tariffs, duties, taxes (including GST, VAT or any other similar tax) or levy payable in respect of the fees, other than income tax payable by Tourplan. All such taxes or levies shall be for the account of the Customer.

If any withholding tax is levied on the fees, then the Customer shall increase the sums paid to Tourplan so that the amount received by Tourplan after the withholding tax is deducted is the full amount Tourplan would have received if no withholding or deduction had been made.

Governing Law

This agreement shall be governed by and construed in accordance with the laws of New Zealand.

Hosting Services SLA

This Service Level Agreement (SLA) defines the services, service level guarantees, terms and conditions under which your local Tourplan office provides you as a customer of the Tourplan Hosting Service with hosting services.

Your payment of invoices referring to or incorporating this agreement is deemed to be acceptance of the terms of this Agreement.

 

Up-time Guarantee
Tourplan offers a 99% up-time guarantee through our Hosting Services which includes:

  • Proactive system monitoring
  • 24 x 7 x 365 on site staff
  • state-of-the-art electrical, mechanical, fire, network and climate monitoring systems

We define “up-time” as all the time that the hosted Tourplan system is available for use as measured by our continuous monitoring system that checks once every minute whether iCom and the Database server are functioning. “Up-time” does not include periods where your account with Tourplan is not in good standing – specifically when overdue invoices are unpaid.

Periods of internet connectivity failure between you and the Hosting Service that are beyond our control are not counted as down-time. For example, if your own Internet Service Provider has a failure which prevents you from connecting to the Tourplan Hosting Service, that is still counted as up-time if the hosted Tourplan system is otherwise available for use.

 

Tourplan Responsibilities

  1. Provision of hosting services through a datacentre meeting industry standards for performance, security and confidentiality
  2. Effectively and efficiently deploying operating systems, applications, software patches and updates, and daily backups
  3. Conducting real time monitoring of platform performance and availability
  4. Minimising disruption to customer operations when maintenance and support operations are performed
  5. Supplying third party software upgrades and enhancements where appropriate and corresponding licenses to use the same
  6. Provision of technical services and support for the Hosting Services through the standard Tourplan Software Service Agreement
  7. Tourplan may exclude from its responsibilities under this agreement, problems arising from:
    a) The improper use, operation or neglect of either the Software or Hosted Services
    b) The unauthorised modification of hosted software by third parties
    c) Excessive resource consumption caused by activities outside normal Tourplan usage
    d) Faults external to or outside the control of Tourplan or the hosting system.

 

Customer responsibilities

  1. Use the Hosting Services in a manner that facilitates normal Tourplan usage and does not breach any international or local legal requirement.
  2. Maintain appropriate levels of security in relation to passwords and login information
  3. Provide access to supported systems as required by Tourplan for the purposes of providing technical services and meeting their responsibilities to this agreement
  4. Providing Tourplan with such information, including data files, as may be reasonably necessary to process service requests

 

Guarantee

In any month that Tourplan fails to meet the 99% up-time guarantee a Tourplan customer is eligible for an SLA credit on their hosting account.

To be eligible for an SLA credit:

  • The customer’s account must be in good standing
  • Service Interruption incidents must be notified to Tourplan through Technical Support services
  • A ticket requesting the credit must be submitted through the Technical Support services
  • Credit requests must be submitted within the month following the uptime guarantee failure
  • Credit requests must contain ticket numbers detailing the associated Service Interruption incidents

 

SLA Credit Calculation

An SLA Credit will be provided as follows based on the percentage of the customer’s monthly renewal price:

Uptime SLA Credit provided
99-100% Guaranteed
98% 10%
97% 20%
96% 30%
95% 40%
94% 50%
93% 60%
92% 70%
91% 80%
90% 90%
Less than 90% 100%

 

Termination

The Customer may terminate this agreement with 90 days written notice to Tourplan.
Tourplan may change the terms, conditions and pricing of this agreement with 90 days written notice to the customer.

 

Disclaimer & Limitation of Liability

  1. To the extent permissible by law, all representations and warranties other than those expressly provided for in this Agreement are excluded.
  2. Tourplan will not be liable for indirect or consequential damage or for any loss of business, property, profit or data, however caused including negligence, which may be suffered or incurred or which may arise directly or indirectly in respect of the Software, defects in the Software, the Services, defect or delays in Services, data updates performed by Tourplan as part of the Services, or the failure or omission on the part of Tourplan to comply with its obligations under this agreement.
  3. Tourplan’s total liability under this agreement shall be limited to a refund of all money paid by the customer for the most recently invoiced service period
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