1.1 These Terms & Conditions apply to the API licensed by and all services provided by Prix Limited a company registered in England with company number 10316206, registered office at 23 Sadler House, Rosebery Avenue, London EC1R 4TS (Prix, we, us) to the client identified in the Commercial Agreement (the Client, you).
1.2 IMPORTANT: The Client acknowledges that the Prix Services are not intended to be the sole factor used by Client in setting prices for bookings. The Prix Services are intended to be a useful tool, but are not intended to be a substitute for the Client’s own skill and judgement in determining its own pricing decisions for its own unique inventory. Like many services, the Prix Services are not guaranteed to be error-free and Prix recommends that the Client review the pricing suggested in the Prix Content in advance of accepting bookings at the rates proposed in the Prix Content.
1.3 All use of the Prix APIs and provision of the Prix Services shall be on these Terms & Conditions to the exclusion of all other terms and conditions of business (including any that you may send to us) and all terms and conditions otherwise implied by law, custom or previous course of dealing to the maximum extent permitted by law.
1.4 The Client’s attention is drawn in particular to the Disclaimer in the Commercial Agreement and to the limitations on our liability to the Client under Conditions 8.4 and 8.5 in the Warranties and Liability section of these Terms and Conditions.
1.5 We reserve the right to update these Terms & Conditions from time to time at our discretion. If we do so, the updated version will be effective as soon as it is accessible. You are responsible for regularly reviewing these Terms & Conditions so that you are aware of any changes to them. Your continued use of the Service constitutes your acceptance of the updated Terms & Conditions.
1.6 The individual completing the Commercial Agreement and accepting these Terms & Conditions on behalf of the Client represents and warrants that he/she has the authority to bind the Client.
In these Terms & Conditions, the following words have the following meanings:
2.1 Client Services: the services that will interface with the API;
2.2 Client Content: the information collected by the API from the Client Services;
2.3 Commercial Agreement: the agreement to be completed for the provision of the Services; and
2.4 Fee: As stated on www.paceup.com or as otherwise agreed between the parties in writing;
2.5 IP Rights: patents, copyright, database rights, registered and unregistered design rights, trade marks and all other intellectual property rights that may exist anywhere in the world;
2.6 Prix API: The APIs that Prix has made available under these Terms & Conditions;
2.7 Prix Content: the content served by Prix through the Prix API;
2.8 Prix Services: all services provided by Prix, which include the Prix API and Prix Content;
2.9 Prix Website: the website at www.paceup.com;
2.10 Working Days any day other than a Saturday, Sunday or public holiday in England.
3.1 In order to access the Prix API, you must be registered as a Prix customer. You agree that all information provided to Prix as part of the registration process is true, accurate and up to date, and that you will notify Prix of any changes.
3.2 You will provide to Prix such additional information as may from time to time be required in order for Prix to comply with its obligations under these Terms & Conditions.
3.3 You are responsible for maintaining the confidentiality of your account details, and are solely responsible for all activities that occur under your account.
4.1 Subject to receipt of the Fee, Prix grants you a worldwide, non-exclusive, non-transferable, terminable, and non-sub-licensable licence to use the Prix API within the Client Services and use the Prix Content for your internal business purposes.
4.2 You grant to Prix a perpetual, worldwide, sub-licensable, transferable, non-exclusive licence to reproduce, adapt, modify, translate, publish, publicly display and create any works that are derived from the Client Content for the purposes of enabling Prix to provide the Prix Services in accordance with these Terms & Conditions, and to further develop, improve and market the Prix Services.
4.3 You warrant that you are entitled to grant the licence of the Client Content under Condition 4.2, and that the use by Prix of the Client Content shall not infringe any third party IP Rights.
4.4 Except to the extent required to be permitted by applicable law or as expressly allowed in these Terms & Conditions, you shall not, and shall not permit or assist any third party to (a) translate, adapt, disassemble, reverse engineer, decompile or copy the whole or any part of the Prix API, nor arrange or create derivative works based on the Prix API; (b) make for any purpose including error correction, any modifications, adaptions, additions or enhancements to the Prix API; (c) combine, match or merge the whole or any part of the Prix API with or incorporate the Prix API into any third party code; (d) assign, distribute, license, sell, charge or otherwise deal in or encumber the Prix API or the Prix Content; (e) use the Prix API on behalf of or make them available to any third party; (f) create an application that performs substantially the same use of function as the Prix API and offer that application to third parties; (g) circumvent or modify or seek to circumvent or modify our security mechanisms or any limits on Prix API requests; (h) imply inaccurate creation, affiliation, sponsorship or endorsement of the Client or the Client Website by Prix or claim any Prix Content as the Client’s own; (i) use the Prix API in any manner that exceeds reasonable request volume; (j) remove or alter any copyright or other proprietary notice on the Prix APIs and/or the Prix Content.
4.5 The Client shall indemnify and keep indemnified Prix and its directors from and against any and all losses, damages, claims, costs and expenses incurred or suffered by Prix as a result of any breach of the warranty in Condition 4.3 and/or any unauthorised use or disclosure of the Prix API by the Client or by any party gaining access to the Prix API as a result of any act or omission of the Client.
4.6 The Client agrees that Prix has no obligation to provide the Client with support, software upgrades, enhancements or modifications to the Prix API.
4.7 Prix does not warrant that the Prix API shall operate without interruption, but Prix shall use all reasonable endeavours to maintain its services.
5.1 The Client warrants and represents that it owns the Client Services, and that the Client Services does not (a) breach any applicable laws and/or regulations; (b) contain any content that is defamatory, libellous, threatening, harassing, obscene or offensive; and (c) infringe any third party IP Rights.
5.2 The Client shall indemnify and keep indemnified Prix and its directors from and against any and all losses, damages, claims, costs and expenses incurred or suffered by Prix as a result of any breach of Condition 5.1.
6.1 The Client acknowledges that (a) no IP Rights in the Prix API and/or the Prix Content are assigned to it under these Terms & Conditions; and (b) Prix’s use of the Client Content is not restricted by the provisions of Condition 9.
6.2 The Client shall not take any action that is inconsistent with the provisions of Condition 6.1 and Prix’s ownership of IP Rights.
6.3 Each of the parties grants to the other the non-exclusive, royalty free licence to use the other party’s name and logo in online and offline marketing materials, subject to compliance with any brand guidelines provided to it. Any goodwill arising as a result of the exercise of this licence shall inure to the benefit of the party licensing use of its name and logo.
7.1 Unless otherwise agreed, the Fee, together with any value added tax, shall be due monthly in advance.
7.2. If the Client fails to pay an invoice by the due date, Prix may (a) stop providing the Prix Services to the Client; (b) require payment in advance for any future Prix Services to be provided; and/or (c) claim costs and interests for any overdue sums from the date due until the date of payment in accordance with the terms of the Late Payments of Commercial Debts (Interest) Act 1998.
8.1 Prix warrants that (a) it shall provide the Prix Services using reasonable skill and care; (b) the performance of the Prix Services shall not breach any other agreement entered into by Prix; and (c) in providing the Prix Services, Prix shall comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including the Bribery Act 2010.
8.2 The Client is solely responsible for ensuring that the Prix Services are appropriate and suitable for its needs. The Client agrees that Prix does not warrant that any particular result will be achieved, achievable or achieved by any given date as result of the Prix Services. Prix does not warrant that the Client’s use of the Services will be uninterrupted or error-free.
8.3 Except as set out in these Terms & Conditions, and to the extent permitted by law, no representations, warranties or conditions are given or assumed by Prix in relation to the Prix Services and the Client agrees that it has not relied upon any other representations, warranties or conditions to enter into these Terms & Conditions.
8.4 Subject to Condition 8.6 below, Prix excludes any and all liability to the Client for any of the following:(a) loss of profit, sales or business;(b) loss or corruption of data or information; (c) business interruption;d) loss of business opportunity or anticipated saving; and/or () any indirect or consequential or incidental loss incurred by the Client even if Prix has been advised of the possibility of such losses.
8.5 Subject to Condition 8.6 below, Prix’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the Fee paid during the 12 months immediately preceding the date on which the claim arose.
8.6 Nothing in these Terms & Conditions shall operate to limit or exclude Prix’s liability for (a) death or personal injury resulting from negligence; (b) fraud or fraudulent misrepresentation; and/or (c) any other liability that cannot lawfully be excluded under English law.
8.7 It is agreed that the limitation of liability in this Condition 8 represents a fair and reasonable apportionment of risks and liabilities between Prix and the Client and that without this limitation of liability Prix would not be willing or able to economically offer the Prix Services to the Client.
9.1 Confidential Information shall mean all information whether written or oral and in whatever medium and relates to the business, products, financial and management affairs, customers, employees or authorised agents, plans, proposals, strategies or trade secrets disclosed by one party (the Disclosing Party) to the other party (the Receiving Party).
9.2 The Receiving Party shall not, and shall ensure that its employees shall not, use copy or disclose any of the Confidential Information of the Disclosing Party except to exercise its rights and to carry out its obligations under these Terms & Conditions.
9.3 The Receiving Party shall only disclose the Disclosing Party’s Confidential Information to those of its employees to the extent that they need to know the same in order to carry out its obligations under these Terms & Conditions and where those employees are bound by written obligations of confidentiality and non-use and such obligations apply to the Confidential Information disclosed to them.
9.4 The provisions of Conditions 9.1, 9.2 and 9.3 shall not apply to any Confidential Information which (a) is or becomes generally available to the public other than as a result of any act or omission of the Receiving Party; (b) is already in or comes into the possession of the Receiving Party from a person lawfully in possession of the information and owing no obligation of confidentiality to the Disclosing Party in respect of the information; or (c) is required to be disclosed by any court, government or administrative authority competent to require disclosure.
10.1 The Client shall be entitled to give notice to Prix terminating these Terms & Conditions immediately. Prix shall be entitled to give notice to the Client terminating these Terms & Conditions on 30 days’ written notice or, without prejudice to any other rights or remedies which may be available, with immediate effect if (a) the Client commits any breach and if such breach is capable of remedy fails to remedy that breach within 5 Working Days of being notified of the breach; and/or (b) the Client enters into liquidation compulsorily or voluntarily or compounds with its creditors or has an administrator, receiver or administrative receiver appointed over all or any part of its assets or takes or suffers any similar action in consequence of debt (except where any action occurs for the purposes of reconstruction or amalgamation whilst solvent).
10.2 In the event that the Client identifies and documents two or more instances of manifest and material pricing errors generated by the Prix Services in any calendar month, Client shall be entitled to terminate the agreement for use of the Prix Services immediately on notice, without liability to either party. On verifying such errors, Prix shall refund the Client in full for the calendar month in which the errors arose.
10.3 On termination (a) all outstanding Fees shall become immediately due; (b) Prix shall immediately cease to perform the Prix Services; and (c) the Client shall cease to access and/or use the Prix Services.
10.4 Termination shall not affect the accrued rights of each party. Notwithstanding termination, the following Conditions shall remain in force: Conditions 4.2, 4.3 (Prix API); 5.2 (Client Services), 6 (IP Rights), 8 (Warranties, & Liability), 9 (Confidential Information), 10.3, 10.4, 10.5 (Term and Termination) and 13 (General).
10.5 Full payment of every invoice issued by Prix to The Client must be received by Prix no more than fifteen (15) days after the mailing date of the invoice. The Commercial Agreement between Prix and The Client auto renews unless a written termination notice is given by The Client or Prix at least one (1) month in advance of the renewal date. If there is any conflict between the provisions of these Terms & Conditions and a formal Commercial Agreement, the Formal Commercial Agreement shall take precedence.
11.1 For the purposes of this Condition 11, an event of Force Majeure means any event beyond the reasonable control of either party, including change in laws or regulations, war, invasion, armed conflict, terrorism, strike, lock-out, labour dispute, failure of suppliers or subcontractors, riot, civil commotion, accident, act of God, fire, flood and storm.
11.2 If a party is prevented, hindered or delayed from or in performing any of its obligations under these Terms & Conditions by an event of Force Majeure, the affected party’s obligations under these Terms & Conditions are suspended without liability while the event of Force Majeure continues and to the extent that it is prevented, hindered or delayed.
11.3 If performance of any obligation under these Terms & Conditions is prevented, hindered, or delayed for more than 10 Working Days due to an event of Force Majeure either party shall be entitled to terminate these Terms & Conditions on written notice to the other party.
12.1 The Client shall be entitled to give notice to Prix terminating these Terms & Conditions immediately. Prix shall be entitled to give notice to the Client terminating these Terms & Conditions on 30 days’ written notice or, without prejudice to any other rights or remedies which may be available, with immediate effect if (a) the Client commits any breach and if such breach is capable of remedy fails to remedy that breach within 5 Working Days of being notified of the breach; and/or (b) the Client enters into liquidation compulsorily or voluntarily or compounds with its creditors or has an administrator, receiver or administrative receiver appointed over all or any part of its assets or takes or suffers any similar action in consequence of debt (except where any action occurs for the purposes of reconstruction or amalgamation whilst solvent).
12.2 In the event that the Client identifies and documents two or more instances of manifest and material pricing errors generated by the Prix Services in any calendar month, Client shall be entitled to terminate the agreement for use of the Prix Services immediately on notice, without liability to either party. On verifying such errors, Prix shall refund the Client in full for the calendar month in which the errors arose.
12.3 If a dispute arises between the parties in respect of the Prix Services, then within 5 Working Days of the dispute arising, the dispute shall be escalated to a director or Vice President or such other persons of equivalent seniority as agreed between the parties. Within 5 Working Days of escalation such nominated persons shall meet or speak in a good faith effort to resolve the dispute.
12.4 If no resolution to the dispute so referred has been agreed within a further 20 Working Days, then the parties will attempt to settle it by mediation in accordance with the Dispute Resolution (CEDR) Model Mediation Procedure. To initiate the mediation a party must give notice in writing to the other party to the dispute requesting mediation. Unless agreed between the parties, the mediator will be nominated by CEDR. The mediation will start no later than 5 Working Days after the date of the notice. The commencement of mediation will not prevent the parties commencing or continuing court proceedings.
13.1 In these Terms & Conditions, words in the singular include the plural and in the plural include the singular; headings are for convenience only and shall not affect construction; reference to “including” or any similar terms shall be treated as being by way of example and shall not limit the general applicability of any preceding words; and reference to any legislation shall be to that legislation as amended, extended or re-enacted from time to time and to any subordinate provision made under that legislation.
13.2 These Terms & Conditions together with any signed Commercial Agreement, constitute the entire understanding between the parties with respect to its subject matter and supersedes all prior agreements, standard terms, negotiations and discussions between the parties relating to it.
13.3 Nothing in these Terms & Conditions shall confer or purport to confer on any third party any benefit or the right to enforce any of these Terms & Conditions.
13.4 The failure or delay of a party to exercise or enforce any right under these Terms & Conditions shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any other time. Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party’s other rights and remedies.
13.5 If any provision of these Terms & Conditions is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the parties.
13.6 Nothing in these Terms & Conditions shall create or imply a partnership or joint venture.
13.7 Any notice given under these Terms & Conditions shall be in writing and shall be served by delivering the notice personally, by air mail or pre-paid first class post to the latest address notified. Any such notice shall be deemed to have been received if delivered personally at the time of delivery, if delivered by first class post 48 hours from the date of posting and if delivered by air mail 7 days from the date of posting.
13.8 These Terms & Conditions shall be governed by and construed in accordance with English law and each party hereby irrevocably submits to the exclusive jurisdiction of the English courts.