For our platform customers
imin has developed a set of Software as a Service (SaaS) applications (“Platform”) which enable licensees to: (i) include bookable sessions, facilities and other content in their web pages or applications; and (ii) provide more exposure to bookable sessions, facilities and other content through third party web pages or applications (“Purpose”) and may offer certain consultancy services and make certain parts of the Platform available for the Purpose (“Service”).
These terms (together with the documents and materials referred to in them) set out the terms and conditions (“Terms of Use”) upon which you may use this Service, the Platform and any Outputs (for example search results) produced as a result.
This Platform and its associated Service are provided by IMIN LTD, a company registered in England and Wales under number 07716450 and whose registered office is 124 City Road, London, EC1V 2NX (“imin”, “we”, “us”, or “our”).
Please read these Terms of Use carefully together with all documents and materials mentioned in them before submitting an Application Form for any Services relating to the Service or Platform. If you do not accept these Terms of Use, you will not be able to apply for any Service and/or access and use the Platform. Each Application Form once accepted by us in writing, together with the Terms of Use, forms a legally binding agreement between us (the “Agreement”).
1. Definitions
1.1 These Terms of Use use some capitalised terms which have special meanings. These capitalised terms and their respective meanings are set out in the Glossary at Schedule 3.
2. Ordering, Configuration and Access to the Services
2.1 When you submit an Application Form you are placing it on behalf of the ultimate Client which enters into these Terms of Use. Except for End Users, you may not authorise any Third Party to access and/or use any of the Services on your behalf, except where we have given our prior written consent.
2.2 Before we provide access to the Platform, you agree to follow the on-boarding process (On-Boarding) detailed in the Set-Up Instructions and otherwise instructed by our accounts team (failing which we may terminate this Agreement without liability), which may include:
- 2.2.1 provision by you of appropriate technical, marketing, branding and user details, and
- 2.2.2 procuring access, personnel, cooperation and information as reasonably required by us to supply Services;
- 2.2.3 you paying applicable fees (if any) in advance and our receiving them in cleared funds.
2.3 You may start using the Services as soon as we give you access. Time shall be material but not of the essence with respect to our supply of the Services. Where we provide you with account information to access part of the Services or Platform, you will keep that information confidential, and comply with our user administration policies as amended and communicated to you from time to time.
2.4 Other than as expressly stated otherwise in these Terms of Use, you acknowledge that it is your sole responsibility to determine that the Services meet your requirements and, to the fullest extent permissible by law and without limitation, we give no warranties that the Service or Outputs will be fit for purpose, accurate, of satisfactory quality, uninterrupted or error free save where expressly set out in the Agreement.
2.5 If the Services include consultancy (such as data cleansing or enrichment) or development of bespoke work (which shall be identified as “Deliverables” in the Application Form) to help you integrate, configure, customise or use the Platform:
- 2.5.1 the scope of Services shall be set out in the Application Form or otherwise agreed between us in writing;
- 2.5.2 you shall provide us with such access, materials, personnel, cooperation and information as are reasonably required by us to perform the Services;
- 2.5.3 we shall not be liable for any delay of default in performance arising from your failure to comply with clause 2.5.2;
- 2.5.4 no change to the scope of the Services shall be effective unless signed in writing by you and us;
- 2.5.5 we shall invoice you for Services either in advance, or (at our option) once such Services or part thereof are completed;
- 2.5.6 Services shall be deemed accepted on the earlier of: (i) the date upon which they are completed in all material respects in accordance with the Application Form; (ii) the date upon which you tell us they are accepted; (iii) the date upon which you make use of them; or (iv) within 5 days of our supplying them;
- 2.5.7 you shall not unreasonably withhold, condition, or delay acceptance of any such Services.
3. Price, Payment, Fair Usage and Restrictions
3.1 Fees (if any) are set out in the Application Form. In the event that the fees are dependent upon the extent of your usage of the Services, if you exceed the permitted usage (for example, by making more than the allotted number of API calls) we may suspend or limit the Services, charge you at our then-current rates for your excess usage, or require you to revise your Application Form (such as to a higher tier or through agreement of a reasonable variation to the fees).
3.2 You will be charged the applicable fees (which we may adjust annually, or otherwise from time to time in accordance with clause 12) for the Services from the Commencement Date set out in the Application Form (or, where such Commencement Date is not specified, on the date upon which we begin to provide the Services or make the Platform available to you) unless the Services have not been made available by that date wholly as a result of our breach of this Agreement in which case you may either: (i) agree to our proposal for a reasonable extension of the Commencement Date; or (ii) terminate this Agreement without further liability to us save for those sums validly invoiced up to the effective date of termination in respect of On-Boarding; and this shall be your exclusive remedy in respect of such delay. You acknowledge that, in accordance with the foregoing, you may be liable to pay the subscription fee in respect of Services which are not available if such non-availability arises from your delay or default, including, without limitation, failure to comply with On-Boarding or to use Services.
3.3 All fees are payable either within 30 days of the date of invoice or by calendar month (or other period agreed by us in the Application Form) in advance by bank transfer, credit or other payment card (in which case you authorise us to charge your card for the fees, agree to keep your card details up to date, and that you shall be responsible for payment of any bank or other charges incurred), or such other mechanism as agreed in your Application Form.
3.4 Failure to pay fees shall be a material breach of these Terms of Use which entitles us to suspend or terminate. This will affect your access to the Services. Fees remain chargeable at our standard rates during the suspension. If we terminate for material breach you will pay, without delay, all amounts accruing before termination.
3.5 We may charge interest on overdue amounts from the due date up to the date of actual payment, after as well as before judgment, at the rate of 8% per annum above the base rate of the Bank of England, accruing daily and compounded quarterly. All overcharges or billing disputes must be reported within 90 days of date of invoice. Failure to do so will mean you have accepted our invoice.
3.6 We may use various payment service providers from time to time to accept payments on your behalf and transfer payments to you or integrate payment service providers with you or on your behalf. You agree that we may request, and require before supplying the Service, certain information from you or End Users in order to comply with regulatory obligations or our obligations to those third parties and we shall not be responsible for any delay or failure in performance arising from any delay or failure of you or End Users to supply such information. You may be required to agree to additional terms such as the terms of such third party payment processor. You shall be responsible for payment of expenses incurred by us in processing payments to you or on your behalf (including, without limitation, payments for your services, commission to your Broker(s) and refunds to your customers). Where services are promoted and sold on behalf of a principal (such as the provider of sporting activities) by an agent, then principal and agent are jointly and severally liable, and we shall in the first instance deduct those expenses from sums due to the principal.
3.7 You will comply with our data and platform usage policies as amended from time to time and made available to you. In addition to such policies:
- 3.7.1 You shall not resell, archive, store, pre-fetch, index, or cache any Outputs without our express written authorisation. This excludes records of booking transactions, and the transient, limited caching of data solely for the purpose of improving the performance of your implementation due to network latency, provided that such cache is temporary, secure and not stored for longer than 3 hours.
- 3.7.2 You shall include alongside your use of any Outputs, all attribution, trade marks, licence references and other materials as we or our licensors may require or which are included within Outputs. You shall not manipulate or aggregate the foregoing or any other Outputs, save to the extent agreed in writing by us.
- 3.7.3 You shall not do anything which may damage the reputation of us, our licensors or clients, or the Platform or Service, including by way of using the Service (wholly or in part) in any manner that in our reasonable view is pornographic, racist or that incites religious hatred or violence.
- 3.7.4 You shall not, save where required by law, reverse engineer, decompile, disassemble, modify or adapt the Service or Platform in whole or in part.
We shall be entitled to suspend and/or terminate the Service if you breach these obligations, or where we reasonably believe your use of the Service, or any material made available through the Service or on the Platform, is likely to be prejudicial to our interests or those of our other clients.
4. Warranties
4.1 You warrant, represent and undertake you shall, and shall procure that End Users shall:
- 4.1.1 comply with all laws, regulations, policies, guidelines or industry codes (and obtain all licences, clearances and consents) which apply to your use of the Service, and acknowledge that we are merely a provider of access to the Platform and accept no responsibility for your use thereof or compliance with applicable law or regulation or to any End User (other than to the extent we are required by applicable statutory law);
- 4.1.2 not use the Service for any unlawful purposes and/or introduce any offensive, defamatory, illegal, infringing and/or obscene material via the Service;
- 4.1.3 ensure all information provided is complete, accurate and not misleading;
- 4.1.4 not use the Service for any purpose other than the Purpose;
- 4.1.5 not do, or omit to do, anything which disparages, defames or puts into disrepute us, our trade marks/trading names, goodwill and/or the Service; and
- 4.1.6 be and are fully entitled to enter into and grant all rights granted under this Agreement and that entering into this Agreement shall not in any way conflict with any of your existing obligations, either at the date hereof and/or throughout the Term.
4.2 Subject to the remaining provisions in this clause, we warrant that:
- 4.2.1 during the term of our Agreement we will provide the Services with reasonable due care and skill in accordance with these Terms of Use, and in compliance with such English law and regulation as is applicable to our supply of the Services;
- 4.2.2 the Indemnified Service shall not infringe any third party’s intellectual property rights (save that we shall have no liability in respect of content which may be included within the Outputs or delivered in the course of the Indemnified Service to the extent that such content is a reproduction or adaptation of content supplied by you or any End User or procured from another party by us on your instructions, notwithstanding any other term of these Terms of Use).
4.3 The warranties in clause 4.2 do not cover or apply to failures or shortcomings in the provision of the Services caused by, arising out of or due to:
- 4.3.1 your or any End User’s connection to the internet;
- 4.3.2 patents of which we are not aware; or
- 4.3.3 accident, abuse or use of the Services in a manner inconsistent with these Terms of Use or resulting from events beyond our reasonable control.
4.4 Subject to clause 4.3, if the Service does not meet the warranties in clause 4.2, we will, at our sole option, either:
- 4.4.1 modify, improve or update the Services to make them conform; or
- 4.4.2 obtain such clearances, licences and consents at our cost as may be necessary to enable you to use the Services; or
- 4.4.3 return fees paid for Services for the period they failed to conform; and
- 4.4.4 this shall be your exclusive remedy for any breach of such warranties under this Agreement.
4.5 We shall have no liability for breach of this Agreement, if any claim relates to:
- 4.5.1 modification of the Services, or use of the Services in combination with any third party software or data, by you or your agents; or
- 4.5.2 your use (or use by your End Users) of the Services in a manner contrary to the instructions given to you by us or any claim relating to Client Data; or
- 4.5.3 your use (or use by your End Users) of the Services after notice of an alleged or actual infringement has been given to you by us or by any appropriate authority; or
- 4.5.4 where a claim for infringement arises directly in respect of a feature which was specified by you or on your behalf.
5. User Content
5.1 The Platform enables publication, communication and display of content supplied by third parties, and by you and your users (“User Content”). To the fullest extent permitted by law we assume no liability for loss incurred as a result of User Content. Although we are not obliged to do so, we may remove or reject any User Content.
5.2 You agree that we may process and store any content you or your End Users submit through the Platform (“Your Content”).
5.3 By making available, posting or transmitting Your Content, you are granting us a non-exclusive, transferrable, sub-licensable, royalty-free, irrevocable, perpetual worldwide licence to use Your Content for the following purposes:
- 5.3.1 to make the Platform available to you;
- 5.3.2 to make Your Content available to other users of the Platform to the extent you ask us to do so (for example, if you use the Platform to offer third party services to your End Users, and an End User requests a booking, we will share that End User’s booking request with the third party they are booking with).
5.4 You warrant we are entitled to make available, post or transmit Your Content through the Platform.
6. Liability
6.1 This clause 6 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:
- 6.1.1 any breach of the Agreement; and
- 6.1.2 any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms of Use.
6.2 Except as expressly and specifically provided in these Terms of Use, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
6.3 The Platform is provided ‘as is’ and on an ‘as available’ basis without any representation, endorsement or warranty of any kind, save to the extent set out in this Agreement. We do not guarantee (i) the Services or Platform will be wholly free of errors, viruses or bugs or other defects; or (ii) that information displayed or distributed through the Platform or in the accompanying documentation will be accurate or complete; or (iii) that operation of the Platform will be wholly uninterrupted.
6.4 Nothing in this Agreement excludes our liability:
- 6.4.1 for death or personal injury caused by our negligence; or
- 6.4.2 for fraud or fraudulent misrepresentation; or
- 6.4.3 any other liability which cannot be excluded by law.
6.5 We shall accept liability for reasonably foreseeable losses arising as a direct result of breach by us of our statutory duty. However we shall not be liable where the causes or potential causes of the loss:
- 6.5.1 arose from the use of the Services for purposes other than the Purpose;
- 6.5.2 were reasonably foreseeable and preventable by you such as those arising from, but not limited to:
-- 6.5.2.1 virus damage; or
-- 6.5.2.2 user inflicted problems such as those caused by failure to read and/or follow user instructions provided in writing or orally by our technicians.
6.6 You are expected to avoid losses occurring and take reasonable precautions to avoid loss (such as contacting us promptly upon becoming aware of an issue).
6.7 Our total aggregate liability arising under or in connection with this Agreement or otherwise (whether in contract, tort, including negligence or otherwise, or for breach of statutory duty), whether foreseeable or not will not exceed a sum equal to 100% of the amount actually paid by you to us in connection with the provision of the Service to you in the 12 month period preceding the date upon which the claim arose.
7 We will not be liable under this Agreement for:
- 7.1.1 use not consistent with our applicable description of the Service in question; or
- 7.1.2 indirect, special or consequential losses or loss of profits, revenue, goodwill, reputation, wasted management time or anticipated savings.
7.2 If performance of our obligations is prevented or delayed by any act or omission of you, your affiliates, agents, subcontractors, consultants or employees, or End Users we shall not be liable for any costs, liabilities, charges or losses sustained or incurred by you or your affiliates that arise directly or indirectly from such prevention or delay.
8. Confidentiality
8.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall be deemed not to include information that:
- 8.1.1 is or becomes publicly known other than through any act or omission of the receiving party; or
- 8.1.2 was in the other party’s lawful possession before the disclosure without obligation of confidentiality; or
- 8.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
- 8.1.4 is independently developed by the receiving party without reference to the Confidential Information and which independent development can be shown by written evidence; or
- 8.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
8.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make it available third parties, or use it other than for the purposes of the Agreement. You agree we may use general feedback or analytics provided by you or on your behalf or generated through your use of the Services to promote or improve Services provided we do not disclose Confidential Information.
8.3 Subject to your prior written permission (which shall not be unreasonably withheld), we may (a) issue press releases regarding your selecting us as a provider of the Service and, for this purpose, may include your logo and/or name in any such releases and/or on our website; (b) include your details as a case study and/or client reference when marketing and for participating in trade industry events or awards. In any event, you agree that you shall display the text “Powered by imin” using our standard image, as made available to you by us from time to time, on any webpage incorporating, using or linking to our Service or Platform, unless otherwise agreed by us in writing, such as in the Application Form.
8.4 Clauses 8.1 - 8.3 shall survive termination of these Terms of Use, however arising, for a period of three (3) years.
9. Client Data, Data Protection and Information Security
9.1 You and we shall comply with our respective obligations in respect of End User Data and the processing of personal data, as set out in Schedule 1 (Data Processing Addendum).
9.2 We shall use all our reasonable commercial endeavours to safeguard Client Data from unauthorised or unlawful processing, or accidental loss, destruction or damage by complying with our own internal information security policies.
10. Intellectual Property Rights
10.1 We grant to you a personal, non-exclusive, non-transferable right for End Users to access and use the Services, the Platform and the Outputs solely in connection with the Purpose upon and subject to these Terms of Use, and, where applicable our Minimum EULA Requirements (if any). You may not use the Services, Outputs or the Platform for any other purpose without our prior written consent.
10.2 We and/or our licensors own all intellectual property rights in and to the Platform. Except as expressly stated herein, these Terms of Use do not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, designs, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or any related documentation. Where the Service comprises features, data, software or other materials which are licensed from a third party, you shall (and shall procure that End Users shall) comply with all applicable policies, restrictions and limitations relating to use of such third party features and shall indemnify us and our affiliates against all losses, claims, damages and expenses suffered and/or incurred by us arising out of your failure to do so.
10.3 You, the relevant third party licensor or, where applicable, End Users, own all intellectual property rights in and to the Client Data. Except as expressly stated herein, these Terms of Use do not grant us any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Client Data and all such rights are expressly reserved to you (or the applicable End User). You grant us a non-exclusive, royalty-free, sublicensable, licence to use (including by augmenting that Client Data with additional information) the Client Data (including, for the avoidance of doubt, branding and other materials which we may require to configure booking and checkout functionality) for the purposes of providing the Service, and as part of Service Data, to provide services to our other clients and the public.
11. Indemnity
11.1 You shall defend, indemnify and hold us, our affiliates and their (and our) respective directors and employees harmless against claims, actions, proceedings, losses, liabilities, damages, expenses and costs (including, without limitation, court costs and reasonable legal fees) arising out of or in connection with: (a) your use (or that of your End Users) of the Services; (b) claims from a third party that the Client Data infringes the intellectual property rights or other rights of a third party; (c) any breach of your warranties or representations under these Terms of Use; and/or (d) any breach by you of applicable data protection, consumer, employment or other law or regulation; and (e) any liability incurred by us for damage to property, death or personal injury arising from any negligence in the supply of any services by you and any reasonable costs, claims, demands and expenses arising out of or in connection with that liability.
12. Term and Termination
12.1 The Agreement will come into effect on the date we accept your Application Form, and shall remain in effect until terminated by either you or us on at least 30 days’ written notice (or, in respect of termination by you, such longer termination period as may be agreed in the Application Form). If you choose to terminate for convenience you are not entitled to a refund. We may terminate (or, at our option, suspend) the Agreement immediately if you are in breach of it.
12.2 You may terminate the Agreement if we are in material breach of the Agreement and do not remedy that breach within 30 days of written notice from you requiring us to do so.
12.3 Any termination of the Agreement howsoever occasioned shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
13. Variations
13.1 We may revise these Terms of Use to reflect changes in market conditions, technology, regulation, changes in our capabilities and changes in what we are able to obtain from third party licensors, contractors and other suppliers.
13.2 From time to time we may upgrade or refine the Platform or our Services. This may result in changes to the appearance and/or functionality of the Platform, and to our API.
13.3 We will give you advance notice of such amendment where possible, and the date upon which it is to be effective. Where changes are to pricing, usage limits, and other matters within our control, we will give you at least 30 days’ written notice of the changes.
13.4 If amendment may significantly prejudice your interests, you may notify us that you wish to terminate, and termination shall be effective on the date such amendment would be effective. Otherwise, the change will come into effect on the date stated.
13.5 We expressly disclaim any warranty that API endpoints and response structures, and the way you interact with our Platform or Services, will remain the same. However, provided you comply with our technical documentation and policies as updated from time to time, changes will not disable, delete or significantly impair the existing functionality of the Platform. Where changes are at risk of affecting backwards-compatibility, we will use our reasonable efforts to provide you with one year’s notice, or if that is not feasible, as much notice as reasonably possible.
14. General
14.1 You may not assign or sub-contract the Agreement or any rights and obligations thereunder without our prior written consent. We may assign the Agreement to our affiliates.
14.2 We shall not be responsible for default or delay caused by events outside our reasonable control.
14.3 No failure by either party to enforce any rights under the Agreement shall constitute a waiver of such right then or in the future. Any waiver must be in writing and signed by an authorised representative of the waiving party.
14.4 Where the terms of an Application Form and these Terms of Use conflict, these Terms of Use shall take precedence save in respect of provisions labelled as “Special Conditions” in the Application Form.
14.5 If for any reason a court of competent jurisdiction finds any provision of the Application Form or these Terms of Use, or portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible so as to give effect to the economic intent of the parties, and the remainder of these Terms of Use and the Application Form will continue in full force and effect.
14.6 A person who is not a party to the Agreement has no right or benefit under or to enforce the Agreement whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
14.7 These Terms of Use, along with the Schedules, and the Application Form, constitute the sole and entire understanding of the parties in relation to the subject matter of the Agreement and supersede all previous agreements, representations and arrangements between the parties (either oral or written) with regard to the subject matter of the Agreement. The parties confirm that they have not entered into the Agreement on the basis of any representations that are not expressly incorporated in these Terms of Use or the Application Form. Each party irrevocably and unconditionally waives any rights it may have to claim damages and/or to rescind the Agreement for any misrepresentation in relation to the subject matter of the Agreement whether or not contained in these Terms of Use or the Application Form or for breach of warranty not contained in these Terms of Use or the Application Form unless such misrepresentation or warranty was made fraudulently. Save where indicated in these Terms of Use, the Agreement may only be amended or supplemented in writing and signed by an authorised representative of both parties.
14.8 We are an independent contractor and neither we nor any of our personnel assigned to provide services to you under this Agreement will be, or be deemed to be for any purpose, an employee or agent of yours.
14.9 We may use subcontractors to provide the Platform and Services.
15. Governing Law and Jurisdiction
15.1 These Terms of Use are governed by and construed according to English law and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales in relation to any dispute arising therefrom, including both contractual and non-contractual disputes.
16. Booking Services
16.1 We do not verify the identity or age of any End Users (including participants making bookings through the Platform). We therefore make no warranties as to the age or identity of your End Users and it shall be your sole responsibility to ensure that such End Users are of a suitable age to lawfully consent to the processing of their personal data. Where you are a Seller (as defined in Schedule 4) you are also responsible for ensuring End Users are able to safely participate in any activities or sessions booked through the Platform.
16.2 From time to time we may enable integration of the Services with your entry/access control mechanisms. For example, and without limitation, this may involve generating and/or sharing with an End User, a barcode or other token which enables that End User to enter or access a session, activity or part of your premises. We shall not be under an obligation to provide such integration. We shall not do so where the nature of the activity is such that, in our opinion, it would create additional risk. This may include, among other circumstances, where activities have an age restriction, involve dangerous equipment, or should be undertaken with supervision. Under such circumstances, it is anticipated that users will need to obtain access via normal means, such as through your reception staff.
16.3 Where the price displayed to and/or paid for a booking made by an End User through the Platform is incorrect, as a result of a default by us, you should notify us as soon as practicable and we shall use all our reasonable efforts to inform the relevant End User customer and request payment of the balance. Where pricing errors arise other than due to our default, they shall be addressed in accordance with the terms of the contract between the relevant seller and their agent, such as set in Schedule 4.
16.4 Services do not include refund processing functionality in all cases. If you need to refund any party, you will be responsible for arranging such refunds directly unless we have agreed otherwise, such as by providing such functionality through the Service, in which case we shall refund customers in full, but the applicable Seller shall remain responsible for any third party credit or other card processing fees.
16.5 Sellers (as defined in Schedule 4) shall, in respect of bookings made by End Users:
- 16.5.1 honour the rates communicated through the Service and not charge higher rates (or offer less favourable availability) than as published on the Seller’s website or otherwise advertised by or on behalf of the Seller unless otherwise agreed in writing or via the Service;
- 16.5.2 not cancel or amend any booking or encourage any End User to do so, other than (without prejudice to any other term of this Agreement) where it is not possible to honour that booking;
- 16.5.3 comply with the Seller’s Standard Supply Terms and any terms entered into between Seller and an End User;
- 16.5.4 if the Seller is not able to honour any booking, such as due to overbooking or otherwise, the Seller shall notify us and the relevant End User as soon as possible in writing (including through the Service) and (at its own cost and risk) provide alternative facilities to the affected End User of a standard at least equivalent to or better than those which were the subject of the booking, or provide a full refund to the End User through the Service;
- 16.5.5 Seller shall notify us and any affected End Users immediately in writing (including through the Service) if there is a change to the availability or standard of facilities which are or may in future be the subject of a booking.
17. Provider Facilities
17.1 In respect of any facilities or personnel used by you or on your behalf to provide or offer services to End Users, you shall ensure:
a) facilities and the services provided shall comply at all times with the information made available to such End User at the time such End User makes a booking or as later notified to the End User via the notification mechanism available through the Service, provided that such changes are either agreed to by, or cause no material detriment to, the End User;
b) facilities are kept to an appropriate standard of cleanliness, maintenance and health and safety having regard to any classification of the facilities by an official ratings organisation and applicable law
c) that fire exits (where required) are clearly marked and accessible at all times, and not locked or otherwise blocked, and that emergency lighting, fire extinguishers and smoke alarms are installed and regularly tested and accompanied by prominent instructions setting out procedures to be followed in case of emergency;
d) personnel have the necessary experience and expertise to provide the services and are subject to reasonable background checks commensurate with the nature of the services and in accordance with good industry practice;
e) that you notify us in writing in advance of any proposed change in control or ownership of those facilities;
f) that you have and shall maintain adequate insurance cover with a reputable insurance company or institution in respect of fire, flood, occupier’s liability, public liability, damage to or loss of property, death and personal injury and all other liabilities which might reasonably be expected to arise in respect of the service.
18. Complaints
18.1 If any End User makes a complaint in connection with your use of the Service, you shall: (a) notify us in writing as soon as possible; (b) use all your best efforts to rectify the situation immediately; and (c) upon our request, provide us with all information requested by us in respect of such complaint.
18.2 If an End User complains to us in connection with your use of the Service we shall notify you in writing as soon as reasonably possible.
1. When you use our Services we may process personal data for you. This Data Processing Addendum (“DPA”) explains our respective responsibilities in relation to the processing of personal data.
2. If we process personal data on your behalf in the course of operating the Platform or otherwise providing the Services, you shall be the data controller and we shall be a data processor.
3. Where we collect personal data from you or on your behalf, you shall clearly inform the data subjects to whom personal data relates of such collection, provide them with a prominent link to our privacy policy and secure and maintain all consents, permissions and licenses required for us to lawfully: (i) transfer Client Data and End User Data to or from us, and (ii) process Client Data and End User Data as reasonably necessary to provide the Services, and otherwise as described in our privacy policy as amended from time to time.
4. For the purpose of this addendum “Data Protection Laws” means (a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; and (b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the party is subject, which relates to the protection of personal data; where “EU GDPR” means the General Data Protection Regulation ((EU) 2016/679) and “UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018. References to “GDPR” alone in this addendum mean either or both of the UK GDPR and EU GDPR to the extent each of them apply.
5. You will comply with your obligations under Data Protection Laws and references in this addendum to “data processor”, “data controller”, “subprocessor”, “supervisory authority” and “personal data” shall have the meanings defined in the Data Protection Laws.
6. You instruct us to process personal data as reasonably necessary for the provision of the Platform and Services. In particular, you instruct us to process the following data:
- 6.1 Subject matter and duration of the Processing of Personal Data: Personal data included within the End User Data and Client Data will be processed during the term of this Agreement (together “Client Personal Data”).
- 6.2 The nature and purpose of the Processing of Personal Data: This personal data will be processed to enable you to use the Platform and make it available to your End Users for the Purpose. Such processing may entail the export of personal data to a third party based outside of the UK or European Economic Area, provided we ensure appropriate safeguards are in place to protect such personal data in accordance with Data Protection Laws. In particular (terms Seller and Broker, for the avoidance of doubt, are as defined in Schedule 4):
- 6.2.1 If you use the Platform as a Seller to make information about activities available to third parties, we’ll process it on your behalf to pass all of that information on to our network of Brokers;
- 6.2.2 If you use our service as a Seller, we share the data you give us about opportunities and orders with those customers, Brokers, and other third parties whose apps and websites are used to make bookings and payments, in order to facilitate and record those bookings;
- 6.2.3 If you use our service as a Seller and have enabled “Customer Authentication” where available through the Service, we share your customer data with a specific Broker where such customers have given us explicit consent to do so, in order to facilitate bookings; or
- 6.2.4 If you are a Broker and use our booking API or checkout, we share the data you give us about your users (the customers) with the Seller they are trying to book and pay with, to facilitate and record those bookings.
- 6.3 The types of Personal Data to be Processed: Name, email address, data relating to bookings, and personal data included within submitted User Content or Client Data.
- 6.4 The obligations and rights of data controller: The obligations and rights of the data controller (you) are set out in this Agreement.
7. In relation to any Client Personal Data processed in connection with the operation by us of the Services, to the extent we are a data processor, we shall:
- 7.1 only process Client Personal Data on your documented instructions (including those set out above in s.6 and otherwise in our Agreement), including in respect of transfers to a country outside of the UK or European Economic Area (EEA), unless processing is required by applicable laws in which case we shall, to the extent permitted by applicable law, inform you of that legal requirement prior to the relevant processing;
- 7.2 take reasonable steps to ensure the reliability of staff who have access to personal data, ensuring all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality;
- 7.3 taking into account the nature, scope, context and purpose of the processing, implement appropriate technical and organisational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR in order to protect against unauthorised or unlawful processing of any personal data, or any accidental loss, destruction or damage of such data;
- 7.4 taking into account the nature of the processing and the information available to us, we shall, to a reasonable extent, assist you (at your expense): (i) by implementing appropriate technical and organisational measures for the fulfilment of your obligations to respond to requests to exercise data subject rights under the Data Protection Laws, and in particular Chapter III of GDPR, as set out below, and (ii) in ensuring compliance with your obligations pursuant to Articles 32 to 36 of GDPR;
- 7.5 (to the extent permitted by law) notify you without undue delay on becoming aware of a Personal Data Breach (as defined in the Data Protection Laws) relating to the Client Personal Data.
8. We shall make available to you information reasonably necessary to demonstrate compliance with the obligations laid down in this addendum, and allow for and contribute to audits (at your cost), conducted by you or an auditor designated by you. We will maintain a record of any processing of Client Personal Data pursuant to Article 30(2) of GDPR.
9. You hereby grant a general authorisation to us to engage subprocessors. We shall inform you of any intended changes concerning the addition or replacement of subprocessors. We shall ensure that the arrangement between us and subprocessors is governed by a written agreement, including, to the extent required by applicable Data Protection Laws: terms which offer an equivalent level of protection for Client Personal Data as those set out in this addendum; and terms which meet the requirements of Article 28(3) of the GDPR.
10. Taking into account the nature of the processing, we shall assist you by implementing appropriate and commercially reasonable technical and organisational measures for the fulfilment of your obligations to respond to requests to exercise data subject rights under the Data Protection Laws, including by forwarding to you, within a reasonable amount of time, where appropriate, such requests if we receive them.
11. Our obligations pursuant to clause 7 above shall include assisting you (at your expense), upon your documented instruction, without undue delay to respond to a data subject’s request to exercise their rights: of access; of rectification; of erasure; of data portability; to object to processing; to restriction of processing; and not to be subject to automated individual decision making; in each case as set out at Chapter III of the GDPR.
12. To the extent we are a data processor, we shall:
- 12.1 notify you within 3 (three) business days if we or any subprocessor receives a request from a data subject under any Data Protection Law in respect of Client Personal Data unless the data subject has forbidden the notification in which case we shall inform the data subject that we are only able to respond to such request on your instruction; and
- 12.2 ensure that neither us nor any subprocessor responds to that request except on your documented instructions or as required by applicable law.
13. You shall indemnify us and keep us indemnified against all costs, damages, expenses (including reasonable legal expenses) incurred by us arising out of your or any of your users’ breach of this addendum, or applicable law (including Data Protection Laws).
14. We shall not be liable for any claim brought by a data subject arising from any action or omission to the extent that such action or omission resulted from your instructions.
This Service Level Agreement (“SLA”) only applies if your Application Form includes a Service Level Agreement (for example where you are using specific paid plans we make available).
Part 1: Support
Should you experience difficulties with the Service, in the first instance, please refer to the documentation and instructions which we may make available to you from time to time.
If those materials do not resolve your problem, and the problem is a failure (attributable to us) of the Service to perform substantially in accordance with the Specification (a “Defect”), then you may raise a support request in accordance with this SLA. Should you experience any other difficulties, for example if you are unsure how to use a particular feature, please get in touch as our team will be happy to help you navigate the Platform. If your needs are more significant, we are happy to offer consultancy and training to support your efforts, and we’ll let you know the options once we’ve found out more about your needs.
Support requests must be logged via our designated ticket system (as notified to you from time to time) and all subsequent enquiries relating to an incident or fault must quote the support ticket number provided. Any request for support shall only be deemed received during Business Hours. Upon receipt, we shall use our reasonable endeavours to respond to, remedy or provide a workaround to an incident or fault but do not guarantee a fix within a specific timeframe.
Part 2: Support tickets, response and resolution times
Where you raise a support ticket in respect of a Defect, we’ll acknowledge and respond in accordance with the table below. To the extent reasonably practicable, where we are unable to remedy a Defect within the proposed response times, we shall use reasonable endeavours to implement a Workaround. For the purpose of this SLA, a “Workaround” means a way to achieve, to a reasonable extent, a business objective described in the Specification, which is affected by a Defect, using technical or other means which differ from those set out in the Specification, and which may, for the avoidance of doubt, entail a time delay or require changes to the way you or End Users access the Platform or Service.
Where we fail to respond in accordance with the table below during a calendar month, you may reduce the subsequent monthly (on a pro-rata basis) fixed subscription fee due to us by a percentage in accordance with the table below, up to a maximum of 50%, pro-rated in respect of the fees due to us for the calendar month in which such failure occurred (“Service Credits”). Those Service Credits shall be your exclusive remedy in respect of such failures.
For illustration only, if the next annual subscription fee due was £60,000, that equates to £5,000 per month, and if we failed to meet the below service levels in respect of a critical defect on 3 days you would be entitled to reduce the next fee by £300.
Part 3: Availability
Subject to the remaining provisions of this SLA and the Terms of Use we shall use reasonable endeavours to ensure the Service is Available (as defined in the glossary) for a Monthly Uptime Percentage (as defined below) of 98% following the Commencement Date.
Where we do not meet the Monthly Uptime Percentage referred to, you shall be entitled to a Service Credit calculated in accordance with the table below:
For the avoidance of doubt, no refund or other payment shall be due in respect of Service Credits, and excess Service Credits may not be carried forward beyond your subsequent payment of fees.
Monthly Uptime Percentage is calculated by subtracting from 100% the percentage of minutes during the month in which the Service is not Available measured from the time our help desk receives notice via the designated contact details for support that the Service is not Available until the time the Service is once again Available, excluding downtime resulting directly or indirectly from: (i) factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of our servers; (ii) that result from any actions or inactions of you or any third party; (iii) that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); (vi) that result from any scheduled or emergency maintenance of the Service; or (vi) arising from our suspension or termination of your right to use the Service in accordance with the Agreement.
In these Terms of Use, unless the context otherwise requires, the following expressions have the following meanings:
Available means where servers, or the servers operated by a third party on our behalf, hosting the Service are found, after prompt investigation by us, to be operational and accessible to any End User (the Service shall be deemed available where we can demonstrate the server(s) hosting the Service is/are operational and accessible even though an End User cannot access them, whether as a result of a failure of the End User's or the third party's computer system or third party communications network or the unavailability of the world wide web or otherwise and “unavailable” shall be interpreted accordingly) or, in respect of hosting, such definition of available (or similar concept) as defined or determined under the applicable hosting provider's terms of service;
Business Day means any day (other than a Saturday or Sunday) on which banks are open for the conduct of normal banking business in the City of London;
Business Hours means 9.00am to 5.30pm local UK time, on a Business Day;
Client means you, a subscriber to the Services, as defined in the Application Form – as a Seller, Broker, or both;
Client Data means data supplied and other materials, input or uploaded by or provided under licence to you and/or End Users in using the Service;
Commencement Date has the meaning given to it in the Application Form;
End User means those end users (including your customers) who are authorised by you to access and use the Services or Outputs via the Platform in accordance with these Terms of Use (for example, users of your website if your site makes use of our search API or booking platform);
End User Data means information provided by Customers in connection with their use of the Platform;
Indemnified Service: the Service, excluding any third party software or any Client Data;
Minimum EULA Requirements: those terms which we may require you to include within the end user licence agreement between you and your End Users, as notified to you in writing by us and amended from time to time;
Application Form means an offer to us to subscribe to any one or more of the Services by submitting a request for Services;
Outputs means those outputs (including, for broker Clients, activity and opportunity data) which are created and supplied or made available to the Client as part of the Services provided as part of and/or in connection with the Platform, including any Deliverables;
Platform means imin’s Software as a Service (SaaS) applications which enable clients to market, share and use information about, and sell, physical activities.
Purpose has the meaning given to it in the introduction;
Service(s) means any one or more of the online services described in the Application Form and available through the Platform, but excluding any improvements or additional functionality which we may develop from time to time, in respect of which we reserve the right to charge additional fees for access to that additional functionality;
Service Data means metadata and other data derived from use of the Service (including anonymous aggregated information derived from Outputs) but excluding Client Data or personal data;
Set-Up Instructions means the instructions for setting up the Services as set out in the Application Form or otherwise notified by us to you in writing;
Specification means the functional and technical specification in respect of the Service from time to time as described in the Application Form or otherwise available upon request;
Term means the duration the Agreement is in force in accordance with its terms;
you/your/yours means the Client;
1. The headings in these Terms of Use do not affect its interpretation. Save where the context otherwise requires, references to clauses and schedules are to clauses and schedules of these Terms of Use.
2. Unless the context otherwise so requires:
a) references to statutory provisions include those statutory provisions as amended or re-enacted; and
b) references to any gender include all genders.
c) Words in the singular include the plural and in the plural include the singular.
d) The word, “including” shall be deemed to mean, “including, without limitation” and shall not limit the types or categories to the information or items following such types or categories.
Unless varied or replaced in writing by the parties, these terms of sale apply directly between sellers and brokers who use IMIN LTD to facilitate the marketing and booking of physical activities between: (a) a supplier (“Seller”) of physical activities (“Services”); and (b) another party which promotes and is authorised to sell those Services (“Broker”). IMIN LTD is not a party to the agreement described in this schedule.
1. Definitions
2. Appointment and Authority
The Seller appoints the Broker as its non-exclusive agent to promote the sale of the Services on behalf of the Seller on the terms of this agreement, and the Broker accepts the appointment on those terms, and the Seller authorises the Broker: (i) to market, and negotiate and conclude contracts for the sale of, the Services in the name of and on behalf of the Seller, without prior reference to the Seller, but only on the Seller’s Standard Supply Terms, unless specifically authorised otherwise by the Seller in writing; (ii) to issue invoices on behalf of the Seller relating to the supply of the Services; and (iii) to collect payment for the supply of the Services on behalf of the Seller. Broker may delegate its authority under the foregoing to IMIN LTD. Notwithstanding the foregoing, Seller shall be free to market the Services and to make offers or quotations to or negotiate with or sell the Services to any person without obligation to pay commission to the Broker. The parties shall each bear their own costs and expenses (for the avoidance of doubt, the Seller shall be responsible for payment processing fees such as those levied by Stripe and passed on by imin or otherwise).
3. Broker's Obligations
The Broker undertakes and agrees at all times during the term of this agreement as follows:
(a) The Broker shall act towards the Seller conscientiously and in good faith and not allow its interests to conflict with the duties that it owes to the Seller under this agreement and the general law.
(b) Except as authorised by the Seller in this agreement or otherwise in writing, the Broker shall not act in a way which will incur any liabilities on behalf of the Seller nor pledge the credit of the Seller.
(c) The Broker shall comply with all reasonable and lawful instructions of the Seller from time to time concerning the marketing and sale of the Services, and generally shall conduct the agency in such manner as it thinks best to promote the interests of the Seller.
(d) The Broker shall describe itself in all dealings involving the Services and in all associated advertising and promotional material as sales agent of the Seller.
(e) The Broker shall inform the Seller promptly of any complaint or after-sales enquiry concerning the Services received by the Broker.
(f) The Broker shall not without prior reference to the Seller (and then only acting strictly on the Seller’s express instructions) take part in any dispute or commence or defend any court or other dispute proceedings on behalf of the Seller or settle or attempt to settle or make any admission concerning any such proceedings.
4. Sale of Services
All contracts for the supply of the Services by the Agent on behalf of the Seller shall be: (i) at the Seller’s list prices or rates as specified in the price lists provided from time to time by the Seller (or, on behalf of Seller, such as by imin) to the Broker for this purpose, subject to any discounts or deductions as the Seller may allow; (ii) on the Seller’s Standard Supply Terms (a copy of the current version of which will be made available to Broker by Seller including by way of a link delivered on behalf of Seller to Broker by IMIN LTD or via the Seller’s booking platform) or on any other terms and conditions that the Seller may at any time specify in writing to the Broker.
The Broker shall, in the course of dealing with customers and prospective customers for the Services, bring to their notice the Seller’s Standard Supply Terms, so as to incorporate them into each sale contract, and shall not, without the Seller’s prior written consent, make or give any representations, warranties or other promises concerning the Services beyond those contained in the Seller’s Standard Supply Terms.
5. Seller's Obligations
The Seller undertakes and agrees with the Broker during the term of this agreement as follows:
(a) The Seller shall act in good faith at all times in its relations with the Broker.
(b) Within a reasonable period of becoming aware of the same, and subject to its rights, the Seller shall perform any contracts for the supply of the Services made on its behalf by the Broker under this agreement, subject to its rights under those contracts.
(c) The Seller shall deal promptly and efficiently with any complaint, dispute or post-supply enquiry relating to the Services raised by a customer.
6. Commission and Payments
The Seller shall (subject to the Broker performing its obligations under this agreement) pay (where such payment may be made by IMIN LTD on behalf of the Seller or by such other mechanism as may be agreed between the parties) to the Broker the Commission, which shall be calculated based on the records of transactions maintained and made available by IMIN LTD.
Commission shall become due to the Broker as soon as and to the extent that the Seller receives for immediate value from or on behalf of the customer payments for the supply of the relevant Services. Where the relevant supply contract provides for payment of the price by instalments, a proportionate part of the commission shall become due to the Broker as soon as those instalments are received for immediate value by the Seller, that proportion being equivalent to the proportion which those instalments bear to the total contract price. The Seller shall pay the Broker the Commission due under this agreement in accordance with the process agreed between the Seller and Broker including through use of the Imin platform, and in any event by no later than the end of the calendar month following the Quarter in which it became due.
Where prices displayed to and/or paid by customers are erroneously low as a result of a default (for example, communicating incorrect prices) by either the Seller or Broker, the party in default shall be obliged to rectify the error as follows: if the Seller is responsible it shall bear the cost of the difference, if the Broker is responsible, it shall pay the difference to the Seller. If the price paid is erroneously high, the Seller shall be responsible for reimbursing the customer in accordance with the Seller’s Standard Supply Terms and applicable law.
All sums payable under this agreement are exclusive of any VAT or other applicable sales tax, which shall be added to the sum in question. A VAT invoice shall be provided against any payment.
7. Advertising and Promotion
The Broker shall observe all directions and instructions given to it by the Seller (including by IMIN LTD on behalf of the Seller) in relation to promotion and advertisement of the Services, and shall not make any written statement as to the nature or quality of the Services without the prior written approval of the Seller. Seller reserves the right to advertise and promote the Services.
8. Compliance with Laws and Policies
Each party shall at its own expense comply with all laws and regulations relating to its activities under this agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.
The Broker shall: (a) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements); (b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if that activity, practice or conduct had been carried out in the UK; (c) comply with the ethics, anti-bribery and anti-corruption policies as may be made available by Seller and as the Seller may update them from time to time (Relevant Policies); (d) have and shall maintain in place throughout the term of this agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and the Relevant Policies, and will enforce them where appropriate; and (e) promptly report to the Seller any request or demand for any undue financial or other advantage of any kind received by the Broker in connection with the performance of this agreement.
9. Data Protection
Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes, in respect of which the parties are joint data controllers. Each party shall comply with the Data Protection Legislation and: (a) ensure it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes; (b) give full information to any data subject whose personal data may be processed under this agreement of the nature of such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Data Recipients, their successors and assigns; (c) process the Shared Personal Data only for the Agreed Purposes; (d) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients; (e) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; (f) not transfer any personal data received from the Data Discloser outside the UK or EEA in breach of GDPR.
Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall: (a) consult with the other party about any notices given to data subjects in relation to the Shared Personal Data (including, on the part of the Broker, making available to data subjects at the earliest opportunity a copy of the privacy policy of the Seller, which may be provided via a link delivered by IMIN LTD on behalf of the Seller or by other means); (b) promptly inform the other party about the receipt of any data subject access request or any request from a data subject to erase or rectify Shared Personal Data and provide the other party with reasonable assistance in complying with any data subject access request; (c) provide reasonable assistance to the other party in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; (d) notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation.
10. Intellectual Property
The Broker acknowledges that the Seller’s rights to the Intellectual Property used in connection with the Services and the Seller’s business and the goodwill connected with that (Seller’s Intellectual Property) are the Seller’s property. The Broker accepts that it is permitted to use the Seller’s Intellectual Property only for the purposes of and during the term of this agreement and only as authorised by the Seller in this agreement or otherwise in writing and shall not do or omit to do, or authorise any third party to do or to omit to do, anything which could invalidate or be inconsistent with or prejudicial to the Seller’s Intellectual Property.
11. Duration and Termination
This agreement shall become effective on the Commencement Date and shall continue unless and until terminated by either party. Seller or Broker may terminate this agreement immediately by written notice which may be communicated by email or other electronic means, including by IMIN LTD.
Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages for any breach of the agreement which existed at or before the date of termination.
On termination of this agreement the Broker shall cease to sell the Services, cease to describe itself as an agent of the Seller and cease to use any of the Seller’s Intellectual Property, and the Broker shall have no claim against the Seller for indemnification or compensation, whether for loss of income, loss of agency rights, loss of goodwill or any analogous loss.
On termination of this agreement, the provisions relating to the payment of Commission shall continue in force in relation to all sales of the Services where the sale has been concluded before the date of termination.
12. Confidentiality
Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except: (i) to its employees, officers, representatives, subcontractors or advisers who need to know that information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement (provided such recipients comply with this clause); (ii) as may be required by law, to a court of competent jurisdiction or any governmental or regulatory authority; or (iii) to IMIN LTD for the purposes of exercising rights or carrying out obligations or otherwise in furtherance of the purpose of this agreement.
No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
13. General
No one other than a party to this agreement, or IMIN LTD, shall have any right to enforce any of its terms.
This agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
