Travelsafe is a subsidiary of docleaf Limited, a company registered under the laws of England and Wales (registered number 5175911). Their registered office is at Building 9, BRE, Bucknalls Lane, Watford, WD25 9XX. Travelsafe is hereafter referred to as 'the Licensor'.

The registrant of this agreement, and the registered company that they represent and on whose behalf they are completing this registration form, is hereafter referred to as 'the Licensee'.

1. The Licensor has established expertise in the collection and analysis of health and safety data relating to hotels and other accommodation around the world which may be used by the Licensee in accordance with the provisions of this Agreement.
2. The Licensor has developed a data hosting facility to maintain various health and safety information and assessments for hotels and other accommodation around the world. The Licensor also owns a database containing various health and safety data relating to these hotels and other accommodation.
3. The Licensor has agreed to grant to the Licensee a non-exclusive licence to use such database in order to allow the Licensee to remotely access the data and assessments contained on the database. This licence will be free for a period of 12 months from the date of registration.
4. The Licensee intends to require the Licensor to obtain health and safety information and assessments for certain nominated hotels on its behalf which the Licensee intends to use and sell to its customers.
5. The Licensor will have the right to use the Licensee's name and/or logo on the Licensor's website and/or other material to identify the Licencee as a user of the Database.

NOW IT IS AGREED as follows:

1.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

‘Commencement Date’ means the date hereof;

‘Data’ means the health and safety data for each Hotel collected by the Licensor in accordance with this Agreement and contained on the Database;

‘Database’ means the database owned, operated and controlled by the Licensor containing the Data;

‘Fees’ means the Licence Fee and the Management Fee;

Full Audit an thorough in-person inspection of a Hotel completed by authorised Travelsafe personnel to the Travelsafe Accreditation Standard

‘Hotels’ means the hotels, apartments, villas and other accommodation whatsoever for which the Licensor has been formally requested in writing by the Licensee to provide the Services;

‘Hotel List’ means the list of Hotels details provided by the Licensee to the Licensor to enable the Licensor to provide the Services;

‘Information Request Form’ means the email to be provided by the Licensor to each Hotel nominated by the Licensee.

‘Initial term’ means the period of 12 months from the Commencement Date;

‘Intellectual Property Rights’ means any and all vested contingent and future intellectual property rights including but not limited to copyright, trade marks, service marks, domain names and web sites, design rights (whether registered or unregistered), patents, know-how, trade secrets, inventions, get-up, database rights and any applications for the protection or registration of these rights and all renewals and extensions thereof existing in any part of the world whether now known or in the future created to which the Licensor is or may be entitled;

‘Licence’ means the licence granted by the Licensor to the Licensee pursuant to clause 2.1

‘Licence Fee’ means the fee for the Licence provided under this Agreement as specified in Part 1 Schedule 2;

‘Purpose’ means assisting the Licensee in assessing the relative health and safety strengths and weaknesses of each Hotel and assisting the Licensee in deciding whether to recommend the Hotels to its prospective clients;

‘Quarter’ means a period of 3 consecutive calendar months;

‘Remote Access’ means a method of electronic remote access approved by the Licensor and used by the Licensee to access the Data and the expressions “Remotely Access” and “Remote Access” shall be construed accordingly;

‘Report’ means a report of the health and safety Data stored on the Database in respect of each Hotel which is automatically generated by the Database at the request of the Licensee;

‘Safety Rating’ means a series of ratings and risk profiles compiled for each Hotel based upon the Data which is automatically generated by the Database such profiles to be determined by the criteria agreed by the parties hereto ;

Self Audit A H&S rating generated by the Database from information supplied by the Hotels based on a questionnaire completed by on-line access.

‘Services’ means the services as set out in Part 1 and Part 2 of Schedule 1 as appropriate;

‘Update’ means any update by the Licensor of any part of the Service by the Licensor.

1.2 References in this Agreement to "this Agreement" include a reference to the Schedules (in all their constituent parts) and the Schedules and Annexures form a part of this Agreement and have the same force and effect as if expressly set out in the body of this Agreement.

1.3 Unless the context otherwise requires, the masculine gender includes the feminine and neuter and the singular number includes the plural, and vice versa.

1.4 Headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

1.5 References to any statute, statutory provision, rule or regulation include references to the same as from time to time amended, extended, re-enacted or consolidated and include all related subordinate legislation.

1.6 References to clauses and the Schedules and parts and subdivisions thereof are to the clauses of or the Schedules to this Agreement and the part or subdivisions thereof respectively.

1.7 References to persons in this Agreement include bodies corporate, unincorporated associations and partnerships and any reference to any party who is an individual is also deemed to include their respective legal personal representative(s).

2.1 The Licensor hereby grants to the Licensee a total of five user licences on a non-exclusive basis for the Licensee’s duly authorised employees to Remotely Access and use the Database subject to the terms and conditions contained in this Agreement.

2.2 The Licensee shall only have the right to access the Database by Remote Access and shall only use the Data for the Purpose and in accordance with this Agreement.

2.3 The Licence shall not be deemed to extend to any programs, know-how, systems, procedures or materials of the Licensor other than the Database unless specifically agreed to in writing by the Licensor.

2.4 The Licensee acknowledges that it is licensed to use the Database only in accordance with the express terms of this Agreement.

3.1 The Licence shall commence on the Commencement Date and shall continue for the Initial Term unless terminated in accordance with clause 16 below or any other provisions of this Agreement.

3.2 If the Licence is not terminated in accordance with the provisions of this Agreement upon expiry of the Term the Licence shall continue to subsist until terminated in accordance with the terms of this Agreement. In these circumstances the parties hereto shall enter into discussions in an attempt to agree a revised Licence Fee for the coming 12 months (“Revised Licence Fee”).

3.3 If there is no agreement between the parties after conducting their discussion in relation to the Revised Licence Fee then the Licensor shall decide upon the Revised Licence Fee in its absolute discretion, having regard to the arguments raised by the Licensee, and the Licensor shall advise the Licensee of the Revised Licence Fee within 7 days of such decision. For the avoidance of doubt the Licensor’s decision as to the Revised Licence Fee shall be final and binding.

3.4 In the event that the Licensee disputes the Revised Licence Fee their only remedy shall be to serve notice on the Licensor under clause 16 below.

4.1 The Licence Fee shall be paid by the Licensee as provided in Schedule 1.

4.2 The Licence Fee and other charges payable under this Agreement are exclusive of any applicable VAT and other sales tax which shall be payable by the Licensee at the rate and in the manner prescribed by law against submission of a valid tax invoice.

4.4 The Licensor shall have the right to charge interest on overdue Fees at the rate of 4% per year above the base rate of Barclays Bank plc calculated on a daily basis from the date when payment of the relevant invoice becomes due up to and including the date of actual payment whether before or after judgment.

5.1 In consideration of the Fees the Licensor shall provide the Services to the Licensee in accordance with the provisions of this Agreement.

5.2 The Licensor shall use reasonable care and skill in the provision of the Services.

6.1 The Licensee shall provide the Licensor with the full contact details (including an e-mail address) of the specific hotels to which they require the Licensor to provide the Information Request Form.

6.2 The Licensee shall send a “primer” email to the Hotels requesting they complete the Self Audit. The Licensor will follow this up with the Information Request Form by e-mail to all Hotels on the Hotel List and request that they complete and return the Self Audit survey.

6.4 The Licensor shall send an annual remainder to each Hotel requesting that they update the information previously submitted on the Information Request Form.

6.5 The Licensor shall have no responsibility nor obligation to the Licensee in the event that Hotel does not return the Information Request Form or the Update unless specifically requested by the Licensee to send a reminder.

6.6 The Licensor provides no warranty and shall have no liability as to the accuracy, quality or completeness of the information supplied by the Hotels on the Information Request Form or any Update received except as set out in clause 7 below nor shall the Licensor have any liability in respect of any changes to the health and safety facilities or any other event in relation to a Hotel which would adversely affect any aspect of the Safety Rating in respect of any Hotel which may have occurred after the date of completion of the Information Request Form by the relevant Hotel.

7.1 In the event that the Licensee instructs the Licensor to carry out an Inspection of a particular Hotel the Licensor shall carry out such Inspection on a pre-agreed basis.

7.2 Once the Licensor has carried out the Inspection they shall provide the information obtained from such Inspection to the Licensee via the Database. The Licensor shall be under no obligation to interpret or evaluate any information arising from the Inspection.

7.3 Any Inspection conducted by the Licensor shall be limited to the scope agreed between the parties or limited in such a way as the Licensee may determine prior to the Licensor carrying out the Inspection by the advising the Licensor in writing. The inspector appointed by the Licensor to conduct the Inspection shall not be responsible for and shall not conduct an Inspection of any health and safety element of the Hotel to be inspected which has not specifically been requested in writing by the Licensee.

7.4 In the event that, after an Inspection of the Hotel, the relevant Hotel’s Data is not updated or corrected by the Licensee, the Licensor shall not accept any responsibility for the accuracy for the Database in respect of that particular Hotel.

On the Live Date the Licensor shall use its reasonable endeavours to ensure that all of the Licensee’s five user licences have full access to the Data and Reports contained on the Database relating to such Hotels nominated by it and for which the Processing Fee has been paid.

Risk in the Data shall pass to the Licensee on delivery. If any part of the Data shall thereafter be lost, destroyed or damaged the Licensor shall promptly replace the same subject to the Licensee paying the cost of such replacement determined by the Licensor.

The Licensee may make only so many copies of the Data as is reasonably necessary for the Purpose. Such copies and the media on which they are stored shall be and shall at all times remain the property of the Licensor and the Licensee shall ensure that all such copies bear the Licensor's proprietary notice.

11.1 The Licensee shall during the continuance of this Licence: effect and maintain adequate security measures to safeguard the Data and the Database from access or use by any unauthorised person; and retain the Data and all copies thereof under its complete control.

12.1 The Data provided by the Hotels and maintained on the Database (together with any and all Intellectual Property Rights of whatever nature in the Data and the Database) are and shall at all times remain the property of the Licensor.

12.2 The Licensee shall notify the Licensor immediately in writing if the Licensee becomes aware of any unauthorised use of the whole or any part of the Data or the Database by any unauthorised person.

13.1 The Licensor shall defend at its own expense any claim brought against the Licensee alleging that the Data or the Database infringes the Intellectual Property Rights of a third party (‘Intellectual Property Claim’) and the Licensor shall pay all costs and damages awarded or agreed to in settlement of an Intellectual Property Claim provided that the Licensee:

13.1.1    furnishes the Licensor with prompt written notice of the Intellectual Property Claim;

13.1.2   provides the Licensor with reasonable assistance in respect of the Intellectual Property Claim;

13.1.3   gives to the Licensor the sole authority to defend or settle the Intellectual Property Claim.

13.2 If, in the Licensor’s reasonable opinion, the use of the Data and / or the Database are or may become the subject of an Intellectual Property Claim then the Licensor shall obtain for the Licensee the right to continue using the Data and / or the Database which are the subject of the Intellectual Property Claim.

13.3 If the remedy set out in clause 13.2 above is not, in the Licensor’s reasonable opinion, available then the Licensee shall return the Data which is the subject of the Intellectual Property Claim and the Licensor shall refund to the Licensee the corresponding portion of the Licence Fee, as normally depreciated by the Licensor.

13.4 The Licensor shall have no liability to the Licensee or any third party for the accuracy of any Data contained on the Database except in accordance with clause 7.2 above.

14.1 The Licensor warrants that all its personnel will be competent to perform the duties and tasks to which they are allocated in relation to providing the Services.

14.2 The Licensor shall ensure that itself and its servants, agents and subcontractors (if any) shall take all reasonable precautions to ensure that no known viruses for which detection and antidote software is generally available are coded or introduced into the Licensed Programs.

14.3 If the Licensor receives written notice from the Licensee after the Commencement Date of any breach of the warranties set out in this clause 14 then the Licensor shall at its own expense and within 4 weeks after receiving such notice remedy the defect or error in question.

14.4 When notifying a defect or error in the Data the Licensee shall (so far as it is able) provide the Licensor with documentary evidence of such defect or error.

14.5 The warranties set out in this clause 14 shall be subject to the Licensee complying with its obligations under this Agreement and shall also be subject to the limits and exclusions of liability set out in clause 15 below. In particular, the warranties set out n this clause 14 shall not apply to the extent that any defect in the Database arose or was exacerbated as a result of:

14.5.1   incorrect use, operation or corruption of the Database by any party to this Agreement; and

14.5.2   any unauthorised modification, deletion, amendment or alteration of the Data or the Database.

14.6 To the extent permitted by applicable law, the Licensor:

14.6.1   hereby disclaims all other warranties with respect to the Data and the Database, either express or implied, including but not limited to any implied warranties relating to quality, fitness for any particular purpose or ability to achieve a particular result;

14.6.2   makes no warranty that the Database or the Data is error free (except as provided in clause 7.2) and the Licensee acknowledges and agrees that the existence of any errors in the Data or the Database shall not constitute a breach of this Agreement.

15.1 Save in respect of claims for death or personal injury arising from the Licensor's negligence, in no event shall the Licensor be liable to the Licensee for any damages, costs, expenses or claims resulting from loss of data (including but not limited to the Data) or use, lost profits, loss of anticipated savings, nor for any damages that are an indirect or secondary consequence of any act or omission of the Licensor whether such damages were reasonably foreseeable or actually foreseen.

15.2 The parties recognise that the Data and Reports are compiled from information provided directly by each Hotel and that the Licensor cannot and does not make any representation or give any warranty whatsoever regarding the accuracy of the same.

15.3 Except as provided in clause 15.1 in the case of personal injury, death and damage to tangible property, the Licensor's maximum liability to the Licensee under this Agreement or otherwise for any cause whatsoever (whether in the form of the additional cost of remedial services or otherwise) will be for direct costs and damages only and will be limited to  a sum equivalent to the Licence Fee.

15.4 The parties acknowledge and agree that the limitations contained in this clause 15 are reasonable. Nothing in this Agreement shall exclude or limit liability for fraudulent misrepresentation.

16.1 Both parties to this Agreement undertake, except as provided below, to treat as confidential and keep secret any and all information marked ‘confidential’ or which may reasonably be supposed or considered to be confidential, including, without limitation, information contained or embodied in the Data and the Database and other information supplied by the Licensee or Licensor (in this Agreement collectively referred to as ‘the Information’) with the same degree of care as it employs with regard to its own confidential information of a like nature and in any event in accordance with best current commercial security practices PROVIDED THAT this clause 16 shall not extend to any information which was rightfully in the possession of either party prior to this Agreement or which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this Agreement).

16.2 Both parties shall not, without the prior written consent of the other, divulge any part of the Information to any person except:

16.2.1   to their own employees and then only to those employees who need to know the same in the performance of their duties;

16.2.2   to either party’s auditors, an officer of the Inland Revenue, an officer of HM Customs and Excise, a court of competent jurisdiction, governmental body or applicable regulatory authority and any other persons or bodies having a legal right duty or obligation to have access to the Information and then only in pursuance of such right duty or obligation;

16.2.3   any person who is for the time being appointed by the Licensor to maintain the Database and then only to the extent necessary to enable such person to properly maintain the Database.

16.3 Both parties undertake to ensure that persons and bodies referred to in clause 16.2 are made aware before the disclosure of any part of the Information that the same is confidential and that they owe a duty of confidence to the other party.

16.4 Each party to this Agreement shall promptly notify the other if it becomes aware of any breach of confidence by any person to whom it divulges all or any part of the Information and shall give the other party all reasonable assistance in connection with any proceedings which the other party may institute against such person for breach of confidence.

16.5 The foregoing obligations as to confidentiality in relation to the Information shall remain in full force and effect notwithstanding any termination of the Licence or this Agreement.

17.1 Either party may terminate this Licence by giving 1 months prior written notice to the other, such notice not to expire earlier than the expiry of the Term.

17.2 The Licensor may terminate the Licence forthwith on giving notice in writing to the Licensee if the Licensee commits any serious breach of any term of this Agreement and (in the case of a breach capable of being remedied) shall have failed, within 30 days after the receipt of a request in writing from the Licensor to do so, to remedy the breach (such request to contain a warning of the Licensor's intention to terminate).

17.3 Forthwith upon the termination of the Licence, the Licensee shall return to the Licensor all Data and all copies of the whole or any part thereof or, if requested by the Licensor, shall destroy the same and certify in writing to the Licensor that they have been destroyed. PROVIDED THAT the Licensee may extract and store any Licensee data upon a separate media for continuity purposes.

17.4 Any termination of the Licence whatsoever shall not affect any accrued rights or liabilities of either party at the date of termination nor shall it affect the coming into force or the continuance in force of any provision in this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.

The parties undertake to comply with the provisions of the Data Protection Act 1998 and any related legislation in so far as the same relates to the provisions and obligations of this Agreement.

19.1 In this Agreement unless the context otherwise requires:

19.1.1   words importing any gender include every gender;

19.1.2   words importing the singular number include the plural number and vice versa;

19.1.3   words importing persons include firms, companies and corporations and vice versa;

19.1.4   references to numbered clauses and schedules are references to the relevant clause in or schedule to this Agreement;

19.1.5   the headings to the clauses, schedules and paragraphs of this Agreement will not affect its interpretation;

19.1.6   any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment;

19.1.7   any obligation on any party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;

19.1.8   any party who agrees to do something will be deemed to fulfil that obligation if that party procures that it is done.

19.2 In the case of conflict or ambiguity between any provision contained in the body of this Agreement and any provision contained in any schedule, the provision in the body of this Agreement shall take precedence.

This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement.

This Agreement may not be released, discharged, supplemented, interpreted, amended, varied or modified in any manner except by an instrument in writing signed by a duly authorised officer or representative of each of the parties.

No party shall issue or make any public announcement or disclose any information regarding this Agreement unless prior written consent has been obtained from the other party.

23.1 This Agreement is personal to the parties and, subject to clause 23.2 below, neither this Agreement nor any rights, licences or obligations under it, may be assigned by either party without the prior written approval of the other.

23.2 Notwithstanding the foregoing, the Licensor may assign this Agreement to any acquirer of all or of substantially all of the equity securities, assets or business of the Licensor relating to the subject matter of this Agreement or to any entity controlled by, that controls, or is under common control with the Licensor.

This Agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to the subject matter of this Agreement. However the obligations of the parties under any pre-existing non-disclosure agreement shall remain in full force and effect in so far as there is no conflict between the same. The parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.

Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party. If such circumstances continue for a continuous period of more than 3 months, either party may terminate this Agreement by written notice to the other party.

26.1 All notices under this Agreement shall be in writing.

26.2 Notices shall be deemed to have been duly given:

26.2.1   when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

26.2.2   when sent, if transmitted by fax or e-mail and a successful transmission report or return receipt is generated; or

26.2.3   on the third business day following mailing, if mailed by national ordinary mail, postage prepaid; or

26.2.4   on the tenth business day following mailing, if mailed by airmail, postage prepaid, in each case addressed to the most recent address, e-mail address, or facsimile number notified to the other party.

If any provision of this Agreement is prohibited by law or judged by a court of competent jurisdiction to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

28.1 This Agreement shall be binding upon, and enure for the benefit of, the parties and their respective successors and permitted assignees, and references to a party in this Agreement shall include its successors and permitted assignees.

28.2 In this Agreement references to a party include references to a person:

28.2.1   who for the time being is entitled (by assignment, novation or otherwise) to that party's rights under this Agreement (or any interest in those rights); or

28.2.2   who, as administrator, liquidator or otherwise, is entitled to exercise those rights, and in particular those references include a person to whom those rights (or any interest in those rights) are transferred or pass as a result of a merger, division, reconstruction or other reorganisation involving that party. For this purpose, references to a party's rights under this Agreement include any similar rights to which another person becomes entitled as a result of a novation of this Agreement.

No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement. No right, power or remedy in this Agreement conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party.

This Agreement may be executed in any number of counterparts or duplicates, each of which shall be an original, and such counterparts or duplicates shall together constitute one and the same agreement.

Each party shall bear its own legal costs and other costs and expenses arising in connection with the drafting, negotiation, execution and registration (if applicable) of this Agreement.

Where either party has incurred any liability to the other party, whether under this Agreement or otherwise, and whether such liability is liquidated or unliquidated, each party may set off the amount of such liability against any sum that would otherwise be due to the other party under this Agreement.

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from such Act.

34.1 This Agreement and all matters arising from it and any dispute resolutions referred to below shall be governed by and construed in accordance with English law notwithstanding the conflict of law provisions and other mandatory legal provisions save that:

34.1.1   the Licensor shall have the right to sue to recover its fees in any jurisdiction in which the Licensee is operating or has assets; and

34.1.2   the Licensor shall have the right to sue for breach of its Data, Intellectual Property Rights and other proprietary information and trade secrets (whether in connection with this Agreement or otherwise) in any country where it believes that infringement or a breach of this Agreement relating to its Intellectual Property Rights might be taking place. For the avoidance of doubt, the place of performance of this Agreement is agreed by the parties to be England.

34.2 Each party recognises that the other party's business relies upon the protection of its Intellectual Property Rights and that in the event of a breach or threatened breach of Intellectual Property Rights, the other party will be caused irreparable damage and such other party may therefore be entitled to injunctive or other equitable relief in order to prevent a breach or threatened breach of its Intellectual Property Rights.

Any dispute which may arise between the parties concerning this Agreement shall be determined as follows:

35.1   If the dispute shall be of a technical nature relating to the functions or capabilities of the Database or any similar or related matter then such a dispute shall be referred for final settlement to an expert nominated jointly by the parties or failing such nomination within 14 days after either party's request to the other therefore nominated at the request of either party by the President for the time being of the British Computer Society. Such expert shall be deemed to act as an expert and not as an arbitrator. His decision shall (in the absence of clerical or manifest error) be final and binding on the parties and whose costs shall be borne between the parties in equal shares unless he determines that the conduct of either party is such that such party should bear all of such fees.

35.2   In any other case the dispute shall be determined by the High Court of Justice in England and the parties submit to the exclusive jurisdiction of that Court for such purposes.

The Licensee covenants with the Licensor that it shall not either during the term of this Agreement or within a period of 6 months thereafter directly or indirectly entice away or endeavour to entice away from the Licensor any person who has during the previous 12 months been employed by Licensor to perform this Agreement.

Both parties will comply with all applicable laws, rules and regulations in respect of all activities conducted under this Agreement.

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