TripShift Limited Cloud Service Terms & Conditions

Please read these Terms and Conditions carefully. All contracts that Tripshift may enter into from time to time for the provision of the Hosted Services and related services shall be governed by these Terms and Conditions, and Tripshift will ask for the Customer’s express written acceptance of these Terms and Conditions before providing any such services to the Customer.

1. Definitions

1.1 In these Terms and Conditions, except to the extent expressly provided otherwise:

“Access Credentials” means the usernames, passwords and other credentials enabling access to the Hosted Services, including both access credentials for the User Interface and access credentials for the API;

“Agreement” means a contract made under these Terms and Conditions between Tripshift and the Customer;

“API” means the application programming interface for the Hosted Services defined by Tripshift and made available by Tripshift to the Customer;

“Business Day” means any weekday other than a bank or public holiday in England;

“Business Hours” means the hours of 09:00 to 17:00 GMT/BST on a Business Day;

“Charges” means the amounts specified in the Order form as at the Effective Date;

“Customer” means the person or entity identified as such in the Services Order Form;

“Customer Data” means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to Tripshift for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer (but excluding analytics data relating to the use of the Platform and server log files);

“Customer Personal Data” means any Personal Data that is processed by Tripshift on behalf of the Customer in relation to the Agreement, but excluding anonymised data with respect to which Tripshift is a data controller;

“Data Protection Laws” means the EU GDPR and the UK GDPR and all other applicable laws relating to the processing of Personal Data;

“Documentation” means the documentation for the Hosted Services produced by Tripshift (including the Tripshift infrastructure specification) and delivered or made available by Tripshift to the Customer;

“Effective Date” means following the Customer completing and submitting the online Services Order Form published by Tripshift on Tripshift’s website (or as otherwise sent to the Customer), the date upon which Tripshift sends to the Customer an order confirmation;

“EU GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679) and all other EU laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);

“Hosted Services” means the services delivered via the Platform which enables Customers to manage, track, reduce and report their transport related carbon emissions which will be made available by Tripshift to each Customer as a service via the internet in accordance with these Terms and Conditions;

“Initial Term” means the period of twelve months commencing on the Effective Date.

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

“Mobile App” means the mobile application known as TripShift that is made available by Tripshift through the Google Play Store and the Apple App Store;

“Personal Data” means personal data under any of the Data Protection Laws;

“Platform” means the platform managed by Tripshift and used by Tripshift to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;

“Renewal Term” means a period of twelve months commencing on the expiry of the Initial Term or a Renewal Term (as applicable).

“Services” means any services that Tripshift provides to the Customer, or has an obligation to provide to the Customer, under these Terms and Conditions;

“Services Order Form” means an online order form published by Tripshift and completed and submitted by the Customer incorporating these Terms and Conditions by reference;

“Support Services” means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;

“Supported Web Browser” means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that Tripshift agrees in writing shall be supported;

“Term” means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

“Terms and Conditions” means all the documentation containing the provisions of the Agreement, namely the main body of these Terms and Conditions and Schedule 1 (Acceptable Use Policy), including any amendments to that documentation from time to time;

“Tripshift” means TripShift Limited, a company incorporated in England and Wales (registration number 11706017) having its registered office at Sustainable County Hall, 5th Floor at County Hall, Belvedere Road, London SE1 7PB;

“UK GDPR” means the EU GDPR as transposed into UK law (including by the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019) and all other UK laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time; and

“User Interface” means the interface for the Hosted Services designed to allow individual human users to access and use the Hosted Services.

2. Term

2.1 The Agreement shall come into force upon the Effective Date.

2.2 This Agreement shall continue for the Initial Term. After that, this Agreement shall be automatically renewed for successive periods of the Renewal Term, unless: (a) either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Term or any Renewal Term, in which case this Agreement shall terminate upon the expiry of the applicable

Initial Term or Renewal Term; or (b) otherwise terminated in accordance with the provisions of Clause 15 of this Agreement..

2.3 Unless the parties expressly agree otherwise in writing, each Services Order Form shall create a distinct contract under these Terms and Conditions.

3. Hosted Services

3.1 Tripshift hereby grants to the Customer a non-exclusive licence to use the Hosted Services by means of the User Interface and the API in accordance with the Documentation during the Term.

3.2 The licence granted by Tripshift to the Customer under Clause 3.1 is subject to the following limitations:

(a) the User Interface may only be used through a Supported Web Browser or the Mobile App;

(b) the User Interface may only be used by the Customer (including its directors and employees)

(c) the User Interface must not be used at any point in time by more than the number of concurrent users specified in the Services Order Form, providing that the Customer may add or remove concurrent user licences in accordance with the procedure set out therein; and

(d) the API may only be used by an application or applications controlled by the Customer.

3.3 Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by Tripshift to the Customer under Clause 3.1 is subject to the following prohibitions:

(a) the Customer must not sub-license its right to access and use the Hosted Services;

(b) the Customer must not permit any unauthorised person or application to access or use the Hosted Services;

(d) the Customer must not republish or redistribute any content or material from the Hosted Services;

(e) the Customer must not make any alteration to the Platform, except as permitted by the Documentation; and

(f) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of Tripshift.

3.4 The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or

application may gain access to the Hosted Services by means of the Access Credentials.

3.5 Tripshift shall use all reasonable endeavours to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.

3.6 The Customer must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of the Access Credentials comply with Schedule 1 (Acceptable Use Policy).

3.7 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.

3.8 The Customer must not use the Hosted Services in any way that uses excessive Platform resources and as a result is liable to cause a material degradation in the services provided by Tripshift to its other customers using the Platform; and the Customer acknowledges that Tripshift may use reasonable technical measures to limit the use of Platform resources by the Customer for the purpose of assuring services to its customers generally.

3.9 The Customer must not use the Hosted Services:

(a) in any way that is unlawful, illegal, fraudulent or harmful; or

(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

3.10 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.

3.11 Tripshift may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to Tripshift under the Agreement is overdue, and Tripshift has given to the Customer at least 30 days’ written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.

4. Customer Data

4.1 The Customer hereby grants to Tripshift a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of Tripshift’s obligations and the exercise of Tripshift’s rights under the Agreement. The Customer also grants to Tripshift the right to sub-license these rights to its hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in the Agreement.

4.2 The Customer warrants to Tripshift that the Customer Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

5. Support Services

5.1 Tripshift shall provide the Support Services to the Customer during the Term.

5.2 Tripshift may make available to the Customer an email-based helpdesk.

5.3 Tripshift shall provide the Support Services with reasonable skill and care.

5.4 The Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Customer must not use the helpdesk for any other purpose.

5.5 Tripshift shall respond promptly to all requests for Support Services made by the Customer through the helpdesk.

5.6 Tripshift may suspend the provision of the Support Services if any amount due to be paid by the Customer to Tripshift under the Agreement is overdue, and Tripshift has given to the Customer at least 30 days’ written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

6. Mobile App

6.1 The parties acknowledge and agree that the use of the Mobile App, the parties’ respective rights and obligations in relation to the Mobile App and any liabilities of either party arising out of the use of the Mobile App shall be subject to separate terms and conditions, and accordingly these Terms and Conditions shall not govern any such use, rights, obligations or liabilities.

7. No assignment of Intellectual Property Rights

7.1 Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from Tripshift to the Customer, or from the Customer to Tripshift.

8. Charges

8.1 The Customer shall pay the Charges to Tripshift in accordance with these Terms and Conditions.

8.2 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to Tripshift.

8.3 Tripshift may elect to vary any element of the Charges by giving to the Customer not less than 30 days’ written notice of the variation.

9. Payments

9.1 The Customer must pay the Charges to Tripshift in advance of the period to which they relate as set out in the Services Order Form.

9.2 If the Customer does not pay any amount properly due to Tripshift under these Terms and Conditions, Tripshift may:

(a) charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or

(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

10. Data protection

10.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.

10.2 The Customer warrants to Tripshift that it has the legal right to disclose all Personal Data that it does in fact disclose to Tripshift under or in connection with the Agreement.

10.3 Tripshift maintains a Privacy Statement at TripShift – Move Better.policy/ that sets out the parties’ obligations in respect of the collection, use, and disclosure of personal information. Acceptance of these Terms and Conditions also constitutes acceptance of the Tripshift Privacy Statement.

10.4 The Customer shall only supply to Tripshift, and Tripshift shall only process, in each case under or in relation to the Agreement, the Personal Data of Customer employees of the types and for the purposes as outlined in TripShift’s Privacy Statement.

10.5 Tripshift shall only process the Customer Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 10 and Tripshift’s Privacy Statement.

10.5 Tripshift shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to a third country under the Data Protection Laws), as set out in these Terms and Conditions, Tripshift’s Privacy Statement or any other document agreed by the parties in writing.

10.6 The Customer authorises Tripshift to make the following transfers of Customer Personal Data:

(a) Tripshift may transfer the Customer Personal Data to its third party processors in the jurisdictions identified below and may permit its third party processors to make such transfers, providing that such transfers must be protected by any appropriate safeguards identified therein;

(b) Tripshift may transfer the Customer Personal Data to a country, a territory or sector to the extent that the competent data protection authorities have decided that the country, territory or sector ensures an adequate level of protection for Personal Data;

(c) Tripshift may transfer the Customer Personal Data from the UK to the EEA, and may permit its third party processors to do so, in any period during which EEA states are not treated as third countries under the UK GDPR or during which EEA states benefit from adequacy regulations under the UK GDPR; and

(d) Tripshift may transfer the Customer Personal Data from the EEA to the UK, and may permit its third party processors to do so, in any period during which the UK is not treated as a third country under the EU GDPR or during which the UK benefits from an adequacy decision under the EU GDPR.

10.7 Tripshift shall promptly inform the Customer if, in the opinion of Tripshift, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.

10.8 Notwithstanding any other provision of the Agreement, Tripshift may process the Customer Personal Data if and to the extent that Tripshift is required to do so by applicable law. In such a case, Tripshift shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

10.9 Tripshift shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

10.10 Tripshift and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data.

10.11 Tripshift will not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. Customer consents to the processing of Customer Personal Data by the third party processors listed. Tripshift shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the Customer may terminate the Agreement on 7 days’ written notice to Tripshift, providing that such notice must be given within the period of 7 days following the date that Tripshift informed the Customer of the intended changes. Tripshift shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on Tripshift by this Clause 10.

10.12 Tripshift shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer’s obligation to respond to requests exercising a data subject’s rights under the Data Protection Laws.

10.13 Tripshift shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact

assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. Tripshift may charge the Customer at its standard time-based charging rates for any work performed by Tripshift at the request of the Customer pursuant to this Clause 10.13.

10.14 Tripshift must notify the Customer of any Personal Data breach affecting the Customer Personal Data without undue delay and, in any case, not later than 72 hours after Tripshift becomes aware of the breach.

10.15 Tripshift shall make available to the Customer all information necessary to demonstrate the compliance of Tripshift with its obligations under this Clause 10 and the Data Protection Laws. Tripshift may charge the Customer at its standard time-based charging rates for any work performed by Tripshift at the request of the Customer pursuant to this Clause 10.15, providing that no such charges shall be levied with respect to the completion by Tripshift (at the reasonable request of the Customer, not more than once per calendar year) of the standard information security questionnaire of the Customer.

10.16 Tripshift shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.

10.17 Tripshift shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of Tripshift’s processing of Customer Personal Data with the Data Protection Laws and this Clause 10. Tripshift may charge the Customer at its standard time-based charging rates for any work performed by Tripshift at the request of the Customer pursuant to this Clause 10.17, providing that no such charges shall be levied where the request to perform the work arises out of any breach by Tripshift of the Agreement or any security breach affecting the systems of Tripshift.

10.18 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under the Agreement, then the parties shall use their best endeavours promptly to agree such variations to the Agreement as may be necessary to remedy such non-compliance.

11. Warranties

11.1 The Customer warrants to Tripshift that it has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions.

11.2 All of the parties’ warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

12. Acknowledgements and warranty limitations

12.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, Tripshift gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.

12.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, Tripshift gives no warranty or representation that the Hosted Services will be entirely secure.

12.3 The Customer acknowledges that the Hosted Services are designed to be compatible only with that software and those systems specified as compatible in the Documentation and Tripshift does not warrant or represent that the Hosted Services will be compatible with any other software or systems.

12.4 The Customer acknowledges that Tripshift will not provide any legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in these Terms and Conditions, Tripshift does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.

13. Limitations and exclusions of liability

13.1 Nothing in these Terms and Conditions will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(d) exclude any liabilities that may not be excluded under applicable law.

13.2 The limitations and exclusions of liability set out in this Clause 13 and elsewhere in these Terms and Conditions:

(a) are subject to Clause 13.1; and

(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

13.3 Tripshift shall not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.

13.4 Tripshift will not be liable to the Customer in respect of any loss of profits or anticipated savings.

13.5 Tripshift will not be liable to the Customer in respect of any loss of revenue or income.

13.6 Tripshift will not be liable to the Customer in respect of any loss of use or production.

13.7 Tripshift will not be liable to the Customer in respect of any loss of business, contracts or opportunities.

13.8 Tripshift will not be liable to the Customer in respect of any loss or corruption of any data, database or software.

13.9 Tripshift will not be liable to the Customer in respect of any special, indirect or consequential loss or damage.

13.10 The liability of Tripshift to the Customer under the Agreement in respect of any event or series of related events shall not exceed the total amount paid by the Customer to Tripshift under the Agreement in the 12 month period preceding the commencement of the event or events.

14. Force Majeure Event

14.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

15. Termination

15.1 Either party may terminate the Agreement for convenience as set out in Clause 2.2.

15.2 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

(a) the other party commits a material breach of this Agreement which is not capable of remedy; or

(b) the other party commits any breach of this Agreement which is capable of remedy and the other party fails to remedy the breach within 30 days after receiving a notice requiring the breach to be remedied.

15.3 Subject to applicable law, either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement); or

(d) if that other party is an individual:

(i) that other party dies;

(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

(iii) that other party is the subject of a bankruptcy petition or order.

16. Effects of termination

16.1 Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3.10, 6, 9, 10, 13, 16, 19 and 20.

16.2 Except to the extent expressly provided otherwise in these Terms and Conditions, the termination of the Agreement shall not affect the accrued rights of either party.

16.3 Within 30 days following the termination of the Agreement for any reason:

(a) the Customer must pay to Tripshift any Charges in respect of Services provided to the Customer before the termination of the Agreement; and

(b) Tripshift must refund to the Customer any Charges paid by the Customer to Tripshift in respect of Services that were to be provided to the Customer after the termination of the Agreement,

without prejudice to the parties’ other legal rights.

17. Notices

17.1 Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods:

(a) sent by email to the relevant email address specified through the Hosted Services, in which case the notice shall be deemed to be received upon receipt of the email by the recipient’s email server; or

(b) sent using the contractual notice mechanism incorporated into the Hosted Services, in which case the notice shall be deemed to be received upon dispatch,

providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

18. Subcontracting

18.1 Subject to any express restrictions elsewhere in these Terms and Conditions, Tripshift may subcontract any of its obligations under the Agreement

19. General

19.1 No breach of any provision of the Agreement shall be waived except with the express written consent of the party not in breach.

19.2 If any provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement 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 (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

19.3 Tripshift may vary the Agreement by giving to the Customer at least 30 days’ written notice of the variation. Subject to this, the Agreement may only be varied by a written document signed by or on behalf of each of the parties.

19.4 The Customer hereby agrees that Tripshift may assign Tripshift’s contractual rights and obligations under the Agreement to any third party. Save to the extent expressly permitted by applicable law, the Customer must not without the prior written consent of Tripshift assign, transfer or otherwise deal with any of the Customer’s contractual rights or obligations under the Agreement.

19.5 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.

19.6 Subject to Clause 13.1, a Services Order Form, together with these Terms and Conditions and any Schedules, shall constitute the entire agreement between the parties in relation to the subject matter of that Services Order Form, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

19.7 The Agreement shall be governed by and construed in accordance with English law.

19.8 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.

20. Interpretation

20.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

20.2 The Clause headings do not affect the interpretation of these Terms and Conditions.

20.3 References in these Terms and Conditions to “calendar months” are to the 12 named periods (January, February and so on) into which a year is divided.

20.4 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

Schedule 1 (acceptable use policy)

1. Introduction

1.1 This acceptable use policy (the “Policy“) sets out the rules governing the use of the website at www.tripshift.eco, any successor website, and the services available on that website or any successor website (the “Services“)

1.2 References in this Policy to “you” are to any customer for the Services and any individual user of the Services (and “your” should be construed accordingly); and references in this Policy to “us” are to TripShift (and “we” and “our” should be construed accordingly).

1.3 By using the Services, you agree to the rules set out in this Policy.

1.4 We will ask for your express agreement to the terms of this Policy before you use the Services.

1.5 You must be at least 18 years of age to use the Services; and by using the Services, you warrant and represent to us that you are at least 18 years of age.

2. General usage rules

2.1 You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.

2.2 You must not use the Services:

(a) in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or

(b) in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.

3. Etiquette

3.1 You must not use the Services to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people.

3.2 You must not use the Services for the purpose of deliberately upsetting or offending others.

4. Marketing and spam

4.1 You must not without our written permission use the Services for any purpose relating to the marketing, advertising, promotion, sale or supply of any product, service or commercial offering.

4.2 You must not use the Services to store or transmit spam – which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications.

4.3 You must not send any spam or other marketing communications to any person using any email address or other contact details made available through the Services or that you find using the Services.

4.4 You must not use the Services to promote, host or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, multi-level marketing schemes, “get rich quick” schemes or similar letters, schemes or programs.

4.5 You must not use the Services in any way which is liable to result in the blacklisting of any of our IP addresses.

5. Regulated businesses

5.1 You must not use the Services for any purpose relating to gambling, gaming, betting, lotteries, sweepstakes, prize competitions or any gambling-related activity.

5.2 You must not use the Services for any purpose relating to the offering for sale, sale or distribution of drugs or pharmaceuticals.

5.3 You must not use the Services for any purpose relating to the offering for sale, sale or distribution of knives, guns or other weapons.

6. Monitoring

6.1 You acknowledge that we may actively monitor the use of the Services.

7. Data mining

7.1 You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.

8. Harmful software

8.1 You must not promote, distribute or execute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.

8.2 You must not promote, distribute or execute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.