Terms of Service

Last Updated: May 25th 2018
1 INTRODUCTION

These terms of service (the Terms of Service) set out the terms under which Passport-IT Limited (Passport-IT, us or we) offers each individual or entity (Customer or you) access to its event management, planning and analytics services (the Services) through the ToEvent Event Management software (the Site). By using our Site, you accept these Terms of Service in full. If you disagree with these Terms of Service or any part of them, you must not use our Site.

If you register with our Site in order to create and promote events, we will ask you to expressly agree to these Terms of Service. You enter into a binding contract with us when you sign up for a registered account and click on "create account" (Acceptance).
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2 PRICES AND PAYMENT

You shall pay all fees or charges specified when ordering the Services.
When purchasing tokens, you are required to provide valid, up-to-date and complete credit card details and any other relevant valid, up-to-date and complete contact and billing details as we request.

When you provide your credit card details to us, you hereby authorise us to bill such credit card:
  • At the time you purchase Tokens from the 'My Account' page on the system
  • At the time you send invites to a guest, while not having sufficient Tokens in your account
All payments shall be made in British pound sterling, and unless otherwise stated, are exclusive of VAT, which may be chargeable at the applicable rate. Unless provided otherwise therein, all payment obligations are non-cancellable and all amounts paid are non-refundable.
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3 LICENCE TO USE SITE

Unless otherwise stated, we, or our licensors, own the intellectual property rights in the Site and material on the Site. Subject to the licence below, all these intellectual property rights are reserved.
You may view, download for caching purposes only and print pages from our Site, subject to the restrictions set out below and elsewhere in these Terms of Service.

You must not:
  • republish material from this Site (including republication on another Site);
  • sell, rent or sub-license material from the Site;
  • attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human perceptible form all or any part of the online software application provided by us as part of the Services (the Software);
  • access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; and
  • reproduce, duplicate, copy or otherwise exploit our material for a commercial purpose;
For the purposes of clarity, this section does not apply to any content which you have uploaded to our Site.
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3.1 ACCEPTABLE USE

You must not use our Site in any way that causes, or may cause, damage to the Site; or impair the availability or accessibility of the Site; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. We reserve the right, without any liability to you or prejudice to our other rights, to immediately disable your access to our Site if you are in breach of this provision.

You must not use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of, or is linked to, any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.

You must not conduct any systematic or automated data collection activities (including scraping, data mining, data extraction and data harvesting) on or in relation to our Site.

You may use our Site to transmit or send unsolicited commercial communications but you must obtain the user’s prior consent before doing so and respect their opt-out preferences. We retain the right to restrict or block your access to our Site if we think that you are abusing this facility.

Where we process any personal data (as defined in the Data Protection Act 1998) on your behalf in the performance of the Services, you accept and agree that you shall be the data controller and we shall be a data processor in respect of that personal data and in any such case:

  • you acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where you, any the Team Members or any contacts you record on the Site and you send event messages to are located in order to carry out the Services and our other obligations under these Terms of Service;
  • you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with these Terms of Service on your behalf;
  • you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
  • each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
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3.2 DATA PROTECTION

Each party shall comply at all times with the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, and the General Data Protection Regulation (EU) 2016/679 known as the General Data Protection Regulation and all other applicable laws and regulations relating to the processing of personal data and privacy and the applicable guidance and codes of practice issued by the Information Commissioner's Office or other relevant supervisory authority (the Data Protection Legislation).

Where we process any personal data (as defined in the Data Protection Legislation) on your behalf in the performance of the Services (the Personal Data), you accept and agree that you shall be the data controller and we shall be a data processor of the Personal Data.

We will:
  • only process the Personal Data to the extent that, and in such a manner as, is strictly necessary for the purposes of performing our obligations under this agreement and in accordance with our instructions and not for any other purpose, unless required to do so by law;
  • transfer the Personal Data outside the EEA to provide the Services in accordance with this agreement, subject to providing you with details of recipients based outside the EEA and comply at all times with our obligations under Data Protection Legislation in respect of any such transfer;
  • ensure that persons authorised by us to process the Personal Data are obliged to keep it confidential;
  • at all times implement appropriate technical and organisational measures to assure a level of security appropriate to the risk to the security of the Personal Data;
  • not engage any third party to process the Personal Data (a Sub-Processor) [without your prior written consent and in all cases without ensuring that we enter into a written contract with the Sub-Processor including as a minimum identical obligations to those set out in this clause 3.2 (in which case we will remain liable for the Sub-Processors' compliance with the Data Protection Legislation in respect of the Personal Data as if the processing was being conducted by us)];
  • assist you by appropriate technical and organisational measures for the fulfilment of your obligation to respond to requests for exercising data subjects' rights in respect of the Personal Data under the Data Protection Legislation including notifying and forwarding to you as soon as reasonably practicable any request received from a data subject to exercise such rights;
  • assist you in complying with your obligations to ensure secure processing, notify any Personal Data Breach (as defined under the Data Protection Legislation) or undertake a data protection impact assessment in respect of the Personal Data;
  • promptly and in any event within not more than 24 hours notify you if we suffer a Personal Data Breach providing as much information as possible including the nature of any such breach, the categories and approximate number of individuals affected, the likely consequences and the measures proposed to be taken by us to address it;
  • at your sole determination, delete or return all Personal Data to you upon the expiry or termination of this agreement, unless otherwise required by law in which case information will be kept confidential;
  • make available to you all information necessary to demonstrate compliance with the Data Protection Legislation, and agree to compliance audits; and
  • immediately notify you if we receive any complaint, notice or communication which relates directly or indirectly to the processing of the Personal Data or to either party's compliance with the Data Protection Legislation and provide you with full co-operation and assistance in relation to any such complaint, notice or communication.

You will:
  • ensure that you comply with the provisions of the Data Protection Legislation in the transfer of the Personal Data to us and that we may lawfully use, process and transfer the Personal Data on your behalf for the performance of the Services;
  • ensure all data subjects of the Personal Data have been provided with a privacy notice explaining the use and transfer of the Personal Data for the purposes of this agreement which complies with the Data Protection Legislation;
  • and ensure that the Personal Data does not include any Special Category Personal Data as defined under the Data Protection Legislation.

Your user content, and its publication on Site, must not:
  • be libellous or maliciously false;
  • be obscene or indecent;
  • infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
  • infringe any right of confidence, right of privacy, or right under data protection legislation;
  • constitute negligent advice or contain any negligent statement;
  • constitute an incitement to commit a crime;
  • be in contempt of any court, or in breach of any court order;
  • be in breach of racial or religious hatred or discrimination legislation;
  • be in breach of official secrets legislation;
  • be blasphemous;
  • be in breach of any contractual obligation owed to any person;
  • depict violence;
  • be pornographic or sexually explicit;
  • be untrue, false, inaccurate or misleading;
  • consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;
  • constitute spam;
  • be offensive, deceptive, threatening, abusive, harassing, or menacing, hateful, discriminatory or inflammatory; or
  • cause annoyance, inconvenience or needless anxiety to any person.

You must not use our Site to link to any website or web page consisting of or containing material that would, were it posted on our Site, breach the provisions of these Terms of Service.

You or any Team Member must not submit any user content to the Site that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

We reserve the right to edit or remove any material submitted to our Site, or stored on our servers, or hosted or published upon our Site.

Notwithstanding our rights under these Terms of Service in relation to your user content, we do not undertake to monitor the submission of such content to, or the publication of such content on, our Site.
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3.3 ATTENDEE GENERATED CONTENT

In these Terms of Service, "attendee generated content" means material, including text, images, audio material, video material and audio-visual material, that your customers who register for your events submit via our Site.

All attendee generated content belongs to you as a user of the Services. You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to use your attendee generated content in any existing or future media for internal purposes, including the production of management reports and for debugging and developing our Software. You also grant to us the right to bring an action for infringement of these rights.

For the avoidance of doubt, we will not sell, rent or otherwise distribute your attendee generated content. Neither will we contact your customers unless either:

  • you have expressly asked us to help resolve a problem;
  • your customer has contacted us directly either with or without your knowledge in order to help resolve a problem.
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4 RESPONSIBILITIES OF PARTIES

You are responsible for any use of the Services, including for any data, materials and content (including the adequacy and accuracy thereof) uploaded to or transmitted using the Services by you or your employees or agents.

Passport-IT uses Amazon Web Services to host the Site and follows their daily archiving procedures covering customer data.

In the event of any loss or damage to the user generated content and/or the attendee generated content (together the Customer Data), your sole and exclusive remedy shall be for Passport-IT to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by us.

We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by us to perform services related to Customer Data maintenance and back-up).

You are responsible for also maintaining a backup of your Customer Data used in conjunction with the Services.
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5 CONFIDENTIALITY

Each party agrees that (a) it will treat all Confidential Information of the other party with the same degree of care as such party accords to its own Confidential Information, but in no case less than reasonable care; and (b) it will not use, disseminate, or in any way disclose any Confidential Information of the disclosing party (Disclosing Party), except to the extent necessary to provide the Services, and for any other purpose the Discloser may hereafter authorise.

For purposes of these Terms of Service, "Confidential Information" means any information, regardless of form, proprietary to or maintained in confidence by either party, including, without limitation, any Customer Data, information, technical data or know-how relating to discoveries, ideas, inventions, software, designs, specifications, processes, systems, diagrams, research, development, business plans, strategies or opportunities, and information related to finances, costs, prices, suppliers, vendors, customers and employees which is disclosed by either party or on its behalf whether directly or indirectly, orally, visually, or in writing, to the other party or any of its employees or agents.

Neither party will have any obligation with respect to any portion of the Confidential Information which (a) is now, or hereafter becomes, through no act or failure to act on the part of receiving party (Recipient), generally known or available to the public; (b) was acquired by Recipient before receiving such information from Discloser and without restriction as to use or disclosure; (c) is hereafter rightfully furnished to Recipient by a third party, without restriction as to use or disclosure; (d) is information that was independently developed by Recipient without reference to Confidential Information received hereunder; or (e) is disclosed with the prior written consent of Discloser. Recipient may disclose Confidential Information pursuant to the requirements of a governmental agency or operation of law, provided that it gives Discloser reasonable advance notice sufficient to contest such requirement of disclosure, unless it is prevented from providing such notice by the government agency or operation of law.
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6 LIMITED WARRANTIES

The Services and the Documentation on our Site are provided to you on an "as is" basis. We do not warrant that your use of the Services will be uninterrupted or error-free, or that the Services, Documentation and/or the information obtained by you through the Services will meet your requirements. We will not be 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 Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

You acknowledge that some of the information published on this Site is submitted by users, and that we do not usually review, approve or edit such information. We do not warrant the completeness or accuracy of the information published on this Site, nor do we commit to ensuring that the Site remains available or that the material on the Site is kept up-to-date.

To the maximum extent permitted by applicable law we exclude all representations, warranties and conditions relating to this Site and the use of this Site (including, without limitation, any warranties implied by law of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill).
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7 LIMITATIONS OF LIABILITY

Nothing in these Terms of Service (or elsewhere on our Site) will exclude or limit our liability for fraud, fraudulent misrepresentation, for death or personal injury caused by our negligence, or for any other liability which cannot be excluded or limited under applicable law.

Except as expressly and specifically provided in these Terms of Service you assume sole responsibility for results obtained from your use of the Services and the Documentation, and for conclusions drawn from such use. Passport-IT shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction.

Subject to this, our liability to you, your affiliates, registered agents, assignees, registrants or any third party claims, in relation to the use of our Site, the Services or under or in connection with these Terms of Service, whether in contract, tort (including negligence) or otherwise, will be limited to the amount of your direct damages, not to exceed (in the aggregate for all claims) the fees paid by you to Passport-IT in respect of the Services during the six month period prior to the date of the occurrence of the cause of action giving rise to liability.

Notwithstanding the above, we will not be liable for:
  • any consequential, indirect or special loss or damage;
  • any loss of profit, income, revenue, anticipated savings, contracts, business, goodwill, reputation, data, or information; or
  • any loss or damage arising out of any event or events beyond our reasonable control.
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8 INDEMNITY

You hereby indemnify us and undertake to keep us indemnified and hold us harmless against any claims, actions, proceedings, losses, damages, costs, liabilities and expenses (including legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by us arising out of or in connection with your use of the Services and/or Documentation or any breach by you or any Team Member of any provision of these Terms of Service.
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9 BREACHES OF THESE TERMS OF SERVICE

Without prejudice to our other rights under these Terms of Service, if you breach these Terms of Service in any way, or if we reasonably suspect that you have breached these Terms of Service in any way, we may:
  • send you one or more formal warnings;
  • temporarily suspend your access to the Site;
  • permanently prohibit you from accessing the Site;
  • bring court proceedings against you for breach of contract or otherwise;
  • suspend and/or delete your account with the Site; and/or
  • delete and/or edit any or all of your user generated content.
Where we suspend or prohibit or block your access to our Site or a part of our Site, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).
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19 TERM AND DURATION

These Terms of Service are effective upon your Acceptance as set forth above and will continue in full force and effect until terminated (Subscription Term).

Except to the extent we have agreed otherwise in writing, we may terminate your right to use the Services at any time for (a) your violation or breach of these Terms of Service; (b) your misuse or abuse of the Services; (c) if allowing you to access and use the Services would violate any applicable laws, rules and regulations or would expose Passport-IT to legal liability; or (d) if you become the subject of a petition in bankruptcy or any proceeding relating to insolvency, liquidation or receivership.

We will use reasonable efforts to provide you notice of any such termination. Further, you agree that Passport-IT shall not be liable to you or any third-party for any such termination of your right to use or otherwise access the Services.

Except to the extent you have agreed otherwise in writing, you may terminate your access to the Services and these Terms of Service by contacting us in writing.
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11 THIRD PARTY WEBSITES

Our Site includes hyperlinks to other websites owned and operated by third parties. These links are not recommendations. We have no control over the contents of third party websites, and we accept no responsibility for them or for any loss or damage that may arise from your use of them.
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12 TRADE MARKS

The text "ToEvent" and variations thereof are trade marks belonging to us. We give no permission for the use of these trade marks, and such use may constitute an infringement of our rights.

The other registered and unregistered trade marks or service marks on our Site are the property of their respective owners. Unless stated otherwise, we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any licence to exercise such rights.
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13 VARIATION

We may revise these Terms of Service from time-to-time. Revised Terms of Service will apply to the use of our Site from the date of their publication on our Site. Please check this page regularly to ensure you are familiar with the current version. Where the Revised Terms of Service contain changes to the Services we provide or the Subscription Fees payable, we will give you 90 days prior written notice of this change.
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14 ASSIGNMENT
We may transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms of service without notifying you or obtaining your consent. You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these Terms of Service.
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15 SEVERABILITY

If a provision of these Terms of Service is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
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16 EXCLUSION OF THIRD PARTY RIGHTS

These Terms of Service are for the benefit of you and us, and are not intended to benefit any third party or be enforceable by any third party. The exercise of our and your rights in relation to these Terms of Service is not subject to the consent of any third party.
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17 ENTIRE AGREEMENT

These terms of service, together with our Privacy Notice constitute the entire agreement between you and us in relation to your use of our Site, and supersede all previous agreements in respect of your use of this Site.
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18 NOTICES

Notices to you may be sent via either email or regular mail to the address in our records. The Services may also provide notices of changes to these Terms of Service or other matters by displaying notices or links to notices to you generally on the Services. If you wish to contact Passport-IT or deliver any notice, you can do so as follows:
  • By first class post to: Passport-IT Limited, The Bridge, Queens Road, Immingham, N.E. Lincs, DN40 1QN;
  • By email: [email protected]
  • By fax to: +44 1469 552991
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19 LAW AND JURISDICTION

These Terms of Service will be governed by and construed in accordance with English law, and any disputes relating to these terms of service will be subject to the non-exclusive jurisdiction of the courts of England and Wales.
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20 OUR DETAILS

The full name of our company is Passport-IT Limited.
We are registered in England & Wales under registration number 08586212.
Our registered address is The Bridge, Queens Road, Immingham, N.E. Lincs, DN40 1QN.
Our VAT number is 176 0095 09.
You can contact us by email on [email protected]
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