Terms and Conditions
You must accept this End User Agreement before accessing and using the Services.
By accessing the Services, you consent to be bound by the terms and conditions of, and are deemed to be a party to this, End User Agreement. If you do not agree with all of the terms and conditions of this End User Agreement, do not access the Services.
This End User Agreement is entered into by you as an end user of the Services and related services. You confirm that you have the authority to act on behalf of any entity for whom you are using the Services.
From time to time we may need to make changes to this End User Agreement. We will notify you of any changes to this End User Agreement by posting them on the Website and you agree by continuing to access or use the Services to be bound by the updated terms and conditions.
Definitions and interpretation
1.1 In this End User Agreement unless the context otherwise requires:
Agreed Percentage means any transaction fee percentage set out in your selected plan and displayed in the Website or as agreed with Tourwriter.
Authorised User means any of:
(a) the personnel of the Subscriber’s organisation that the Subscriber has authorised to access and use the Services on its behalf (Personnel);
(b) the clients of the Subscriber who the Subscriber has authorised to access and use the Services (Clients);
and in each instance, who have completed the relevant Authorised Person log-on procedure and provided Consent.
Base Fee means the monthly recurring fee set our in your selected plan and displayed in the Website or as agreed with Tourwriter
Client Data means any and all data (including personal information) of the Client inputted by you (or on your behalf) or for which you grant access to through the Services.
Client Itinerary means any travel itinerary prepared by you and/or any of your Personnel for Clients using the Services (whether in the form of a proposal or in a final form accepted by the Client) that has not yet been confirmed by you via the Confirmation Procedure.
Client Payment means any payments made by your Clients to you for services provided (or to be provided) by you (or a Third Party Supplier) in connection with an Itinerary.
Confirmed Itinerary means any travel itinerary prepared by you and/or any of your Personnel for Clients using the Services that you have confirmed via the Confirmation Procedure.
Confirmation Procedure means the tick box procedure made available to you on the itineraries tab within the Service, which is to be used to turn a Client Itinerary into a Confirmed Itinerary.
Consent means formal consent to be given by you and any Authorised User (in the manner required by Tourwriter) prior to accessing or using the Services.
Data means any data (including any text or images) inputted by you or for which you grant access through the Service, including Client Data and Third Party Data, but for clarity, does not include any Subscription Data.
Fee Commencement Date means the date from which your monthly payment of fees will commence, being the date on which you sign up for your plan.
Fees means the total monthly fee payable by you to Tourwriter, calculated based on the selected plan and displayed in the Website or as agreed with Tourwriter
Services means the services delivered through the Website (including, as applicable, access to and use of the Software, Subscription Data and Support Services). The Services are intended to allow you to gather travel information, determine the availability of travel related goods and services, secure bookings, facilitate transactions with third parties and prepare Itineraries for your Clients.
Software means the travel itinerary builder software (and any related software) that is owned (or licensed) by Tourwriter and made available to you through the Website.
Subscriber means the main person who registers to access and use the Services, and includes the travel agency entity (if any) for whom that person enters into this End User Agreement on behalf of.
Subscription Data means all data made available by us via the Service (including information and material supplied to us by third party licensors and suppliers) and all data created as a result of the provision of the Services to you, and as applicable, other subscribers of the Services (including, without limitation, each Itinerary).
Support Services means all access, support and maintenance services provided by (or on behalf of) us in connection with the Services.
Third Party Data means any and all data (including text and images) of any third party inputted by you (or on your behalf), or for which you grant access to through the Services.
Third Party Supplier means any third party supplier providing any of the travel services specified in an Itinerary.
We, us, our or Tourwriter means Tourwriter Limited.
Website means https://minim.tourwriter.com or such other site as notified by us from time to time.
you means either the Subscriber and as the context permits, includes the Authorised Users, and your has a corresponding meaning.
2.1 Subject to compliance by you with this End User Agreement:
(a) we grant to you and you accept from us, a non-exclusive, non-transferable and non- assignable right for you to access and use the Services for your own internal business purposes only (excluding the commercialisation or exploitation of information technology products or services); and
(b) you hereby subscribe for the Services.
2.2 You warrant that all information supplied by you to Tourwriter for the purposes of registration on the Website and accessing the Services is true, correct and up to date.
2.3 You acknowledge and agree that, if you do not confirm a Client Itinerary with a monetary value attached (via the Confirmation Procedure), you will lose access to the relevant Client Itinerary from a date that is 14 days before the due date for travel in the Client Itinerary. However, if you are building a last minute Client Itinerary with a due date for travel that is 14 days or less away, you will not lose access to that Client Itinerary unless you fail to undertake the Confirmation Procedure in respect of that Client Itinerary prior to the due date for travel.
(a) It is mutually understood that the total sale price of a Confirmed Itinerary is commensurate with the value (price) of the booking items within the itinerary.
2.4 You may reactivate a Client Itinerary that you have lost access to at any time by undertaking the Confirmation Procedure in respect of that Client Itinerary.
2.5 We will endeavour to provide you with an alert (typically by way of an alert symbol in the itineraries tab within the Service) in respect of a Client Itinerary alerting you to the fact that you will soon lose access to that itinerary unless it is confirmed.
2.6 You acknowledge and agree that we may contact a Client in respect of the provision of the Services (but not for any other purpose) to that Client and you will ensure that the terms you agree with your Client enable us to do so.
2.7 In respect of your access to and use of the Services you will comply with all applicable laws, rules and regulations, together with all guidelines, procedures and policies notified by Tourwriter from time to time. In particular, you must not use the Services:
(a) in a way that violates the privacy rights or civil liberties of any person (including in a way that prevents the exercise of them);
(b) in a way that attempts to circumvent, or is otherwise inconsistent with, your payment obligations in (and anticipated by) this End User Agreement;
(c) for any illegal, unlawful or otherwise improper purpose;
(d) to analyse or research the Data in a way that isolates a small group of individuals or any single individual for any unlawful or discriminatory purposes;
(e) to collect personal information about third parties, including without limitation, e-mail addresses; or
(f) in such a way that would ordinarily be considered inconsistent with the reasonable expectation of privacy of an individual any Data relates to.
2.8 You will not provide us with the personal information of any person, or permit any Authorised User to access or use the Services, unless that person or Authorised User:
(a) is over the age of 16; and
(b) has completed the relevant log-in process and provided his or her Consent.
2.9 Terminal equipment, communications links and systems compatibility (and all costs associated with such items) are your (or your Authorised Users, as applicable) sole responsibility. We accept no responsibility for any unavailability of, or defects in, the Website or the Services to the extent such unavailability or defects arise out of or in connection with terminal equipment, communications links or systems compatibility, or your (or your Authorised Users’) failure to make payment of the costs for such items.
Ownership and Intellectual Property Rights
3.1 The Services, Subscription Data, Website (and underlying) Software are protected by copyright and other interests and are proprietary and confidential to us (or our third party licensors and/or suppliers). All rights, title and interest in and to the Services, Subscription Data, Website and Software, including associated intellectual property rights, are and will remain vested in us or our third party licensors or suppliers (as applicable). These rights are protected by law and international treaties.
3.2 Beyond the rights expressly granted, nothing contained in this End User Agreement confers on you any right or interest in, or licence or permit to use, any of the intellectual property rights in the Services, Subscription Data or Website or any other intellectual property rights owned by or proprietary to us or any of our third party licensors or suppliers.
3.3 You acknowledge and agree that:
(a) no obligation, warranty, undertaking or promise made by us in this End User Agreement shall apply in respect of any third party software accessed and used by you (or us for the purposes of fulfilling our obligations under this End User Agreement); and
(b) you shall comply (in all respects) with any restrictions of use in any agreement entered into in respect of any third party software used in connection with (or incorporated into) the Services.
4.1 You are responsible for keeping all access information, including email addresses and log-on credentials, secret and secure. Without limiting the foregoing, you agree:
(a) not to allow any person other than Authorised Users to access and use the Services;
(b) to ensure that Authorised Users do not permit any other person to use their user name or log-on credentials;
(d) not to disclose, or permit any Account User to disclose, log-on credentials or any other information that may allow any person to gain access to and use of the Services;
(e) to inform us immediately of any known or suspected unauthorised access to and use of the Services; and
(f) you have sole responsibility for setting the administration privileges of each Authorised User and for monitoring whether those privileges are being adhered to.
4.2 Nothing in this End User Agreement shall limit or restrict our right to have direct contact with any Client (including requesting information from any Client regarding their use of an itinerary) and provide information regarding the Services and associated matters to any Client. We shall at all times comply with the Consent provided by a Client in all our direct dealings with that Client.
Restrictions on use
5.1 You may not license, assign, resell, share, pledge, rent or transfer any of your rights under this End User Agreement in relation to the Services or any part of them.
5.2 Except as expressly permitted by relevant copyright laws, no copying, redistribution, displaying, performing, reproducing, licensing, transferring or publication of the Services (or any part of them) is permitted without our express written permission (which may be withheld at our sole discretion). Any copy made remains subject to the provisions of this End User Agreement, and all titles, trademarks, copyright notices and other legends shall be reproduced on such copy.
5.3 You may not modify, translate, reverse engineer, decompile, disassemble or create derivative works of the Services (or any part of them) or otherwise attempt to (a) defeat, avoid, by-pass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Services (or any part of them), including, without limitation, any such mechanism (including the Website) used to restrict or control the functionality of the Services (or any part of them) or (b) derive the source code or the underlying ideas, algorithms, structure or organisation form of the Services (or any part of them). You will at all times, including during and after the term of this End User Agreement, keep the content of the Services (or any part of them) confidential.
5.4 In respect of your access to and use of the Services you will comply with all applicable laws and regulations and all guidelines, procedures and policies notified by us from time to time.
5.5 We reserve the right to modify, amend or cease to offer the Services (or any part of them) upon providing you with five days prior notice.
5.7 We may at our discretion use technology (including digital rights management protocols) or other means to protect the Services, protect its customers, or to prevent you from breaching this Agreement.
5.8 You may not access the Services if you are a direct competitor of ours, except with our prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
5.9 You acknowledge that Tourwriter is not responsible for, and has no liability in respect of, the Data or how you use the Services.
Third party websites and material
6.1 The Website and the Services may contain links to other websites or resources over which Tourwriter does not have control (External Websites). Such links do not constitute an endorsement by Tourwriter of those External Websites. You acknowledge that Tourwriter is providing these links to you as a convenience, and you further agree that Tourwriter is not responsible for the content of any External Websites. Your (and your Authorised Users’) use of the External Websites is entirely at your own risk and is subject to the terms and conditions of use and privacy policies located on the External Websites.
7.1 We collect and process your personal information and personal information of your Authorised Users when you (or your Authorised Users, as applicable) access or use the Service. In order to provide you with the Services (and improve on them), we may also collect certain information about the performance of the Services and your (and your Authorised Users’) use of the Services.
7.4 You shall not (and you shall ensure that no Authorised User) accesses or uses the Services without providing Consent.
7.6 You must comply with all privacy laws (including the NZ Privacy Act 1993 and, to the extent applicable, the European Union General Data Protection Regulation) in connection with your collection and use of any personal information of any person.
7.7 You shall not (and shall ensure that none of your Personnel) supply to us, or otherwise use any personal information of a person who is 16 years or under and who resides in the European Union (including the United Kingdom), unless you have obtained express consent to such supply or use from the relevant data subject’s parent or guardian.
8.1 You acknowledge that we are not responsible for, and have no liability in respect of, the Data or how you use the Services.
8.2 Subject to clause 8.4, title and associated intellectual property rights in the Data remain your (or, as applicable, the relevant Authorised User’s or third party’s) property.
8.3 You grant a non-exclusive licence to us in respect of all Data to the extent necessary to provide the Services.
8.4 You grant to us a non-exclusive royalty free world-wide and irrevocable license permitting us to copy, anonymize, aggregate, process and display Data to derive anonymous statistical and usage data, and data about the functionality of the Service, provided such data cannot be used to identify you (Anonymous Data), for the purposes of combining or incorporating such Anonymous Data with or into other similar data and information available, derived or obtained from other clients, licensees, users, or otherwise (when so combined or incorporated, referred to as Aggregate Data), so as to permit us to provide services including the copying, publication, distribution, display licensing or sale of Aggregate Data and related or similar other statistics or data to third parties (and to you should you elect to subscribe for same) pursuant to a separate licensing or services arrangement or agreement. We will be the owners of all right, title and interest in and to the Aggregate Data.
8.5 You warrant and represent that:
(a) you have the right to grant the licence in clause 8.4 in respect of all Data, and inputting the Data in the manner anticipated by the End User Agreement and the Services; and
(b) use of the Data by us, you or any Authorised User in connection with the Services will not breach any laws or the intellectual property rights of any person.
8.6 We have in place for our own purposes, policies and procedures to prevent data loss (and recovery) but do not make any guarantee around loss of any Data and, as such, we expressly exclude any liability for any loss of Data. Where we agree to store your Data post-termination we do so on a no-obligations basis.
Third party information and services
9.1 You acknowledge that your ability to prepare Itineraries and service your Clients using the Service is dependent on cooperation from third parties (including Third Party Suppliers), and that we are not responsible (or liable in any way whatsoever) for:
(a) the acts or omissions of any such third parties; or
(b) the accuracy or inaccuracy of any information or data provided by any such third party (including where such information has been inputted into the Services (or made available via the Services) by us).
9.2 You acknowledge that we are simply facilitating your ability to transact with Third Party Suppliers.
10.1 In consideration of your (and your Authorised Users’) use of the Services, you will pay us the Fees, (together with any other costs and expenses payable by you in respect of the Services) on a monthly basis from the Fee Commencement Date.
10.2 Our Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on Tourwriter’s income. If Tourwriter is required to pay or collect any federal, state, local, or value-added tax on any fees charged under this End User Agreement, or any other similar taxes or duties levied by any governmental authority, excluding taxes levied on Tourwriter’s net income, then such taxes and/or duties will be billed to and paid by you immediately upon receipt of Tourwriter’s invoice and supporting documentation for the taxes or duties charged.
10.3 You agree that your purchase of the Service is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding the future functionality or features.
10.4 We will review the Agreed Percentage and the Base Fee on an annual basis. We will notify you of any changes to the Agreed Percentage and/or Base Fee for the upcoming financial year, and will do so prior to 31 March. If you do not agree to any proposed changes to the Agreed Percentage and/or Base Fee notified by us, you may terminate this End User Agreement on notice to us effective on the date on which the changes were to become effective.
Payment of Fees
11.1 The Base Fee will be invoiced each month and the amount due will be directly debited from the credit card supplied at the time of your subscription.
11.2 Tourwriter will issue receipt of payment, once any fee is charged on the credit card of the organisation:
(a) the percentage transaction fees due for the Confirmed Itineraries that are going to commence in the upcoming billing month and the remaining percentage fees from the previous billing month.
(b) any other costs and expenses payable by you in respect of the Services.
11.3 Fees shall be payable by you (without set-off or deduction or counterclaim) on a monthly basis, within seven days of receipt of an invoice from Tourwriter under clause 11.1 and 11.2, which will be invoiced on the first day of each calendar month.
11.4 Where you have provided credit or debit card details to us, we are authorised to deduct any fees from that card as and when due under this End User Agreement.
11.5 If you default in payment of any amount payable under this End User Agreement (including by way of any payment we attempt to deduct from your credit or debit card in accordance with this End User Agreement being declined), we may charge interest on the unpaid amount from the due date until the date of actual payment at 2% per annum over the base overdraft facility rate charged by our bankers from time to time.
11.6 If you choose to cancel your subscription, any previous period Confirmed Itinerary charges not yet invoiced, and any outstanding future Confirmed Itineraries not yet charged will be charged immediately as a final amount, and receipt emailed to the organisation admin.
Payment of Third Party Suppliers
12.1 You are solely responsible for making all payments due to Third Party Suppliers in connection with any Itinerary.
13.1 This End User Agreement shall be in effect from the first time you access the Services, and shall remain in effect until terminated in accordance with this End User Agreement.
Termination and suspension
14.1 Without limiting any other right or remedy available to Tourwriter under this End User Agreement, if you fail to make payment of any amount due under this End User Agreement by the due date for payment, or you are otherwise in breach of any term of this End User Agreement, we may suspend your (and your Authorised Users’) access to the Services until payment (including any interest payable thereon or any subsequent payments missed) is received or the relevant breach has been remedied.
14.2 We may also suspend access to the Website and the Services at any time:
(a) for such time as is necessary to carry out maintenance determined by Tourwriter to be necessary or desirable;
(b) to reduce or prevent interference with the Website or the Services;
(c) if required to do so as a result of a direction by any Government, law enforcement or other authority.
14.3 Either party may terminate this End User Agreement by giving the other at least 30 days’ written notice.
14.4 We may immediately by notice in writing to you, terminate this End User Agreement where:
(a) you fail to comply with any term of this End User Agreement, including failure to pay any applicable fees or charges;
(b) required by law; or
(c) we consider it necessary or desirable to do so to protect our interests or the interests of anyone else.
14.5 Upon termination of this End User Agreement:
(a) you must immediately cease (and ensure all Authorised Users immediately cease) to access or use the Services and destroy all access codes or passwords related to the Services and Confidential Information in your possession or under your control; and
(b) our policy is to keep all Client Data and Data available by default, however, we can not guarantee that we will continue this practice indefinitely, and we reserve the right to delete data from an inactive account at any time; and
(c) any termination will be without prejudice to any prior breaches by you (or any of your Authorised Users) of this End User Agreement; and
(d) any provision of this End User Agreement intended to survive termination shall survive.
Updates and new versions
15.1 We may provide updates to or new versions of the Services (or any parts of it) and reserve the right to take down applicable servers hosting the Website and the Software to undertake such updates or install such new versions. You agree to comply with our instructions in relation to any update, new version or maintenance and we will not be held liable for any upgrade, update, maintenance or new version of the Services (or any part of them).
Records and audit
16.1 You will maintain full, accurate and up to date records of all Itineraries prepared, Client transactions, Third Party Supplier transactions and all inquiries and complaints received in connection with the Services and the Website.
17.1 We will use our commercially reasonable efforts to ensure that the Services are accessible by you in accordance with this End User Agreement, and that Services have the features described on the Website.
17.2 In the event of any breach of clause 17.1, your sole remedy will be (at our option) the resupply of the non-conforming Services within a commercially reasonable time or a refund of the fee paid by you for such non-conforming Services.
17.3 Tourwriter does not represent that the Services are error-free or will satisfy your requirements. Nor does Tourwriter provide any warranties in respect of the accuracy, completeness, timeliness or supply of information via the Website. The obligation of Tourwriter in clause 17.1 is in lieu of all other warranties in respect of the Services. To the maximum extent permitted under applicable law, all other warranties, condition and representations, whether express, implied or verbal, statutory or otherwise, and whether arising under this End User Agreement or otherwise, are excluded (including, without limitation, the implied warranties of merchantability, non-infringement and fitness for a particular purpose).
17.4 We use commercially available anti-virus software in the provision of the Services, but we cannot guarantee that the Services will be free from viruses, trojan horses, worms, time bombs, or similar harmful programming routines.
17.5 You agree the Services are acquired for the purposes of a business, and as such, the guarantees provided under the New Zealand Consumer Guarantees Act 1993 do not apply.
Limitation of liability and indemnity
18.1 If you suffer loss or damage as a result of any act or omission by us arising out of or in connection with this End User Agreement, then all claims by you against us whether in contract, equity, tort (including negligence), breach of statutory duty or otherwise) or any other theory of liability are limited in aggregate to the Fees paid by you in the first 12 months of the term of this End User Agreement.
18.2 Under no circumstances will we or our third party licensors, suppliers or resellers (or any of their directors, officers or employees) be liable, whether in contract, equity, tort (including negligence, breach of statutory duty or otherwise) or any other theory of liability for any direct or indirect: loss of profits, loss of revenue, loss of data (including the Data), breach of security or privacy, loss of anticipating savings; or for any indirect, special or consequential loss whatsoever.
18.3 You will indemnify and hold us, our third party licensors, suppliers (and their directors, officers and employees), harmless from all claims, liabilities, damages, losses (including legal fees) and expenses, due to or arising out of your (or any of your Authorised Users’) use of the Services and/or any breach of any term of this End User Agreement by you.
19.1 This End User Agreement is personal to you and may not be assigned by you or otherwise dealt with by you without our prior written consent (which may be withheld in our absolute discretion). If you are not a natural person, any change of control in your corporate entity will be deemed an assignment.
19.2 We may assign this End User Agreement at any time by notice in writing to you.
20.1 Neither party shall be liable for any delay or failure to fulfil its obligations under this End User Agreement arising directly or indirectly from any circumstance beyond the reasonable control of the affected party (including, without limitation, acts of God, flood, earthquake, storm, fire, epidemic, war, embargoes, riot or civil disturbance), provided that the affected party shall:
(a) notify the other party as soon as practicable of the events; and
(b) use all reasonable endeavours to continue to perform its obligations and mitigate the effects of the event.
21.1 Unless otherwise consented in writing by one party to the other, each party will maintain the confidentiality of all Confidential Information of the other obtained pursuant to this End User Agreement. The provisions of clause 21.1 do not apply to any information which:
(a) is public knowledge other than breach of this clause 21;
(b) is received from a third party who is in lawful receipt of the information and is able to disclose it to the recipient without restriction;
(c) is required by law to be disclosed.
22.1 You will not commence any court or arbitration proceedings relating to a question, difference or dispute relating to this End User Agreement or the Services (Dispute) unless you have first complied with this section.
22.2 Where any Dispute arises, you (or your representative) and Tourwriter will negotiate in good faith in an attempt to resolve the Dispute amicably.
22.3 Where the Dispute cannot be resolved by way of good faith negotiations within 14 days (or such longer period agreed by you and us) of negotiations commencing, either you or we can elect to mediate any dispute in terms of the Resolution Institute standard mediation agreement.
22.4 If the Dispute cannot be resolved by way of mediation then either party may initiate arbitration or litigation in New Zealand.
22.5 Nothing in this section will preclude a party from taking immediate steps to seek urgent injunctive relief before an appropriate court.
23.1 Any problems that occur whilst accessing the Website or the Services should be notified in writing to email@example.com at your earliest convenience.
23.2 This End User Agreement and the provision of the Services provided hereunder will be governed by New Zealand law and you agree to submit to the exclusive jurisdiction of the New Zealand courts in respect of any disputes or claims arising out of or in connection with the Services. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
23.3 Nothing express or implied in this End User Agreement shall be construed as constituting either party as the partner, agent, employee, officer or representative of, or as a joint venture with, the other party, and neither party will make any contrary representation to any other person.
23.4 If any of provision of this End User Agreement is determined to be illegal, invalid or otherwise unenforceable, then to the extent, it shall be severed and deleted from these terms and the remaining terms shall survive and continue to be binding and enforceable.
23.5 No delay, neglect, or forbearance on the part of either party in enforcing against the other party any term or condition of the End User Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under the End User Agreement.
23.6 This End User Agreement constitutes the entire agreement between the parties with respect to the use of the Services and supersedes all prior or contemporaneous understandings regarding such subject matter.
23.7 Any provision necessary for the interpretation or enforcement of this End User Agreement shall survive any expiry of termination.
24.1 The Zoho Analytics integration is an optional add on for users on specified plans as set out on the Website. If purchasing this integration you understand and agree:
(a) To pay the associated US $20 per month fee (unless alternative agreements have been made with Tourwriter), which will be invoiced each month and the amount due will be directly debited from the credit card supplied at the time of your subscription;
(b) The associated fee for this integration includes one user licence for Zoho Analytics;
(c) Support queries relating specifically to the Zoho Analytics product should be directed to the Zoho team;
24.2 The Booking.com integration may be available in your Studio (Demo company account). This integration is available for testing purposes only. You have no right to commission gained from using this integration, and we take no responsibility for data being incorrect.