I-GTM TERMS AND CONDITIONS

Please read these Terms and Conditions carefully. All contracts that the Provider may enter into from time to time for the provision of the Hosted Services and other related services, include taxi and transport booking services, shall be governed by these Terms and Conditions.

Overview

I-GTM is a record keeping and travel booking software application. It enables parties to enter travel and whereabouts information into a booking form that is connected to an MIS or other data source, and efficiently and accurately record travel and whereabouts.

I-GTM can transmit transport requirements to members of staff and to third party suppliers for processing.

I-GTM does not provide transportation services to users. I-GTM offers bookers and passengers information and a method to arrange for transportation services, but I-GTM does not and does not intend to provide such services. I-GTM is not a motor carrier, common carrier, property carrier, or other transportation carrier. You acknowledge that your ability to arrange for or obtain transportation services using the I-GTM services does not in any way establish I-GTM as a provider of those services. Transport providers and drivers are solely responsible for offering any transportation services which may be arranged through the I-GTM services. I-GTM has no responsibility or liability for any transportation services provided to you by transport providers or drivers.

‍You acknowledge that transport providers, drivers and any other independent third-party service providers who may use the I-GTM services are not employees, actual agents, apparent agents, or ostensible agents of I-GTM in any way. You further acknowledge that any effort, feature, process, policy, or standard undertaken by I-GTM in the interest of public safety (whether or not required by applicable statute or regulation) or as a requirement of I-GTM’s contractual arrangement with a customer is not evidence of an employment, actual agency, apparent agency, or ostensible agency relationship between I-GTM and any driver.

I-GTM provides a booking service as a disclosed introducer. It introduces transport requests to transport providers. It does not have an Operator’s Licence. The liability for the safe and legal operation of the vehicle lies with the Transport Provider or Driver Partner and not with I-GTM.

I-GTM travel management and booking software is licensed to schools to manage their record keeping and travel operations, including allowing their customers, parents, students and employees to make travel bookings. The school and their customers will interact with I-GTM to make and manage these travel bookings.

Definitions

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;

“Agreement” means a contract between the parties incorporating these Terms and Conditions, and any amendments to that contract from time to time;

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

“Authorisation” means the process of clicking a hyperlink in the authorisation email sent to the booker or nominated authoriser at the time a booking is made.

“Booker” means the person who has either made a booking and/or authorised the booking on behalf of the passenger or passengers. Bookings may be made on behalf of the Booker by a member of staff. Authorisation of the booking may be made on behalf of the booker by a member of staff. In all instances an authorisation/confirmation email will be sent to the Booker and the Booker is deemed to have made the booking.

“Booking Form” a form for recording travel and whereabouts information, also allowing an order for Services via the I-GTM platform.

“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;

“Chaperone” is a person or persons contracted to provide oversight of, and assistance to, students on a defined transportation route or at an airport;

“Charges” means the following amounts:

the amounts specified in Section 3 of the Contract of Service;

“Contract of Service” (also referred to as “Contract of Service”) means an online order form published by the Provider and completed and submitted by the Customer, or a hard-copy order form signed or otherwise agreed by or on behalf of each party, in each case incorporating these Terms and Conditions by reference;

“Customer” means the person or entity identified as such in Section 1 of the Contract of Service;

“Customer Confidential Information” means:

any information disclosed by or on behalf of the Customer to the Provider at any time before the termination of the Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure:

was marked or described as “confidential”; or

should have been reasonably understood by the Provider to be confidential; and

“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 the Provider 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 the Provider on behalf of the Customer in relation to the Agreement, but excluding personal data uploaded to the Platform by the Customer with respect to which the Provider is a data controller;

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

“DC”, “Driver Chaperone” is a taxi driver contracted to oversee general student travel through a UK airport or as an escort on a coach, minibus or standard taxi.

“Documentation” means the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer;

“Driver Partner” means a licensed private-hire vehicle driver or a licensed Hackney Carriage driver.

“Effective Date” means the date upon which the parties execute a hard-copy Contract of Service; or, following the Customer completing and submitting the online Contract of Service published by the Provider on the Provider’s website, the date upon which the Provider 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 I-GTM whereabouts, record keeping and transport management platform which will be made available by the Provider to the Customer as a service via the internet in accordance with these Terms and Conditions;

“Hosted Services Defect” means a defect, error or bug in the Platform having a material adverse effect on the appearance, operation, functionality or performance of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of:

any act or omission of the Customer or any person authorised by the Customer to use the Platform or Hosted Services;

any use of the Platform or Hosted Services contrary to the Documentation, whether by the Customer or by any person authorised by the Customer;

a failure of the Customer to perform or observe any of its obligations in the Agreement; and/or

an incompatibility between the Platform or Hosted Services and any other system, network, application, program, hardware or software not specified as compatible in the Hosted Services Specification;

“Hosted Services Specification” means the specification for the Platform and Hosted Services set out in Section 2 of the Contract of Service and in the Documentation;

“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, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

“MIS” means Management Information System. Software used by schools to manage the core running of the entire school, containing a database of all students and their associated parents, guardian and adults with parental responsibility.

“Mobile App” means the mobile application known as I-GTM App that is made available by the Provider through the Google Play Store and the Apple App Store;

“Passenger” means the person or persons travelling.

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

“Platform” means the platform managed by the Provider and used by the Provider 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;

“Provider” means I-GTM Ltd, a company incorporated in England and Wales (registration number 10961074) having its registered office at Tite House, Wardington, Banbury OX17 1SP;

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

“Contract of Service” means an online order form published by the Provider and completed and submitted by the Customer, or a hard-copy order form signed or otherwise agreed by or on behalf of each party, in each case incorporating these Terms and Conditions by reference;

“Sponsored Student”, “Tier 4” or “Student Visa” refers to a visa type held by any student studying in the United Kingdom and not holding a UK passport, or to any student attending an educational establishment in the United Kingdom on a Student Visa.

“Staff” or “Member of staff” is an individual with staff access privileges to I-GTM and the ability to log in to the customer’s staff website.

“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, Apple Safari or other modern web browser capable of rendering the latest websites;

“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 Contract of Service, the main body of these Terms and Conditions and the Schedules, including any amendments to that documentation from time to time;

“Transport Provider” is a coach hire firm, licenced taxi, or private hire company.

“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;

“UM Service” or “Unaccompanied Minor Service” is a person, or persons, contracted to oversee a specific student’s travel through a UK airport;

and

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

Term
1. The Agreement shall come into force upon the Effective Date.
2. The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 17 or any other provision of these Terms and Conditions.
3. Unless the parties expressly agree otherwise in writing, each Contract of Service shall create a distinct contract under these Terms and Conditions.
Hosted Services
1. The Provider shall provide, or shall ensure that the Platform will provide, to the Customer upon the Effective Date user privileges allowing them to access and use the Hosted Services.
2. The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services by means of the User Interface and the API for the internal business purposes of the Customer in accordance with the Documentation during the Term.
3. The licence granted by the Provider to the Customer under Clause 3.2 is subject to the following limitations:
4. the User Interface may only be used by the officers, employees, agents, customers (parents, guardians and students) and subcontractors of the Customer;
5. the API may only be used by an application or applications controlled by the Customer.
6. Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 3.2 is subject to the following prohibitions:
7. The Customer must not permit any unauthorised person or application to access or use the Hosted Services;
8. 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 the Provider.
9. 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.
10. The Provider shall use reasonable endeavours to maintain the availability of the Hosted Services to the Customer, but does not guarantee 100% availability.
11. For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of the Agreement:
12. a Force Majeure Event;
  1. a fault or failure of the internet or any public telecommunications network;
  2. a fault or failure of the Customer’s computer systems or networks;
  3. any breach by the Customer of the Agreement; or
  4. scheduled maintenance carried out in accordance with the Agreement.
13. 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 comply with Schedule 1 (Acceptable Use Policy).
14. 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.
15. 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 the Provider to its other customers using the Platform; and the Customer acknowledges that the Provider 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.
16. The Customer must not use the Hosted Services:
17. in any way that is unlawful, illegal, fraudulent or harmful; or
18. in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
19. 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.
20. The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider 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.
Provision of Travel
1. Travel Booking
  1. I-GTM is accessed either via Single Sign On (SSO) or by a user-created password, using the same email address as registered in the school’s MIS or parent portal.
  2. If the person booking is a parent or guardian, they will receive a confirmation request email to the email used to access I-GTM. The booking is not authorised until this person has clicked on the link in the email. If a taxi has been requested, the order will not be dispatched to the taxi provider until the booking has been authorised. If a coach seat has been requested, it is not confirmed until the booking has been authorised. It is the responsibility of the submitter to monitor this email address. We will not be held responsible for incorrect data entry, which includes incorrect flight information, travel times and other information critical to the correct transport of the student.
  3. If a student books their own travel they will nominate a contact with parental responsibility, as stored in the school’s MIS and formally registered with the school as such. This person will receive a confirmation request email to their email used to access I-GTM. The booking is not authorised until this person has clicked on the link in the email. If a taxi has been requested, the order will not be dispatched to the taxi provider until the booking has been authorised by the nominated individual with parental responsibility. If a coach seat has been requested, it is not confirmed until the booking has been authorised by the nominated individual with parental responsibility. We will not be held responsible for incorrect data entry, which includes incorrect flight information, travel times and other information critical to the correct transport of the student.
  4. Booking times will be confirmed with the person making the booking to their email address and it is their responsibility to communicate these details to the travelling student. We will endeavour to send an email or Teams message to the student with booking information 24 hours before travel, however it should be assumed that the person making the booking is solely and entirely responsible for communication with the student.
  5. Cancellations are subject to the charges laid out in 4.11 hereunder.
2. Student meeting protocol
  1. If a coach or minibus carrying multiple students is scheduled for a certain departure time, it will leave at the stated time. Any students who fail to turn up or are not ready on time will be charged for the journey and will have alternative transport arranged for them which will be charged at our standard rate.
  2. The student must ensure that they are ready to be collected at the appointed time and are in a location where they can be easily found, or at the central collection point specified. The student should be told the time and place of the booking and should be looking out for their transport. Where the Customer has provided the student’s mobile phone number, this will be communicated to the taxi company or chaperone. Should the student not be immediately visible the driver/chaperone will endeavour to call. Students must therefore have phones turned on, charged and with sufficient credit ready to receive/make phone calls at the appointed collection time.
  3. If the vehicle is late arriving to collect the student, the customer or student should call the Transport Provider.
  4. If the Transport Provider is unable to help, the customer or student may call I-GTM Operations on +44 20 3355 2858.
  5. Where the student is being met at an airport they must
  6. Ensure their mobile phone is switched on and able to receive calls, charged and with sufficient credit ready to receive/make phone calls at the appointed collection time.
  7. Follow the collection protocol which will be either to:
  8. Proceed to the meeting point in the specified terminal using free inter-terminal transport if necessary; or
  9. look for their name displayed on a name board held by a driver in the arrivals hall; or
  10. look for a sign with the name of their school in the arrivals hall; or
  11. look for a uniformed member of the Airport Guardians team (bright red jacket) either in the arrivals hall or at the designated meeting place, according to instructions.
3. Departures from school
  1. Scheduled coaches will depart from the central location specified by the school at the time agreed. Students arriving late for the scheduled departure will be left behind and will be charged for the full fare. We will arrange alternative transport for them if possible and will charge this according to our pricing as agreed with the school.
  2. In the case of non-scheduled travel, collection times for flights out of the UK are based on travel time to the airport plus a delay contingency, to arrive a minimum of two hours before the flight.
  3. We cannot guarantee that a student will not miss their flight. You warrant and indemnify I-GTM against any and all claims for missed flights, appointments or other claims arising from a failure by the Transport Provider to deliver the student to the destination on time or at all.
  4. Arrivals (returning to school)
  5. The school warrants that it will be open to receive returning students on a scheduled coach service. The coach timetable will be agreed with the school.
  6. In the case of non-scheduled travelling students returning to school, it is the responsibility of the parent or guardian to ensure that the school is open and/or able to receive the student. If arrival is outside school opening hours, we will be unable to look after the student and they should be booked in with a guardian or host until the school opens.
  7. Failure to provide care of the student in the event of the school, host or guardian being unable to receive them may result in an hourly charge of £75 plus all expenses. We offer no guarantees of being able to look after the student in these circumstances.
4. Scheduled coach travel
  1. Coach(es) will be timetabled to run on specified travel days and at set time(s) during the day, with or without a chaperone on board, according to the contract of services between I-GTM and the Customer.
  2. Students must be at the designated departure point a minimum of 15 minutes prior to the scheduled departure time.
  3. Boarding of the coach will be strictly controlled by the chaperone or driver (depending on contract) and all students will be expected to follow instructions.
  4. The chaperone and/or driver is responsible for the safe operation of the coach and any student refusing to follow instructions will be asked to sit separately and reported to the school.
5. Ride Share
  1. Ride sharing is selected by default, but is optional and the person booking may opt out. Ride shares will be automatically created where journeys are to or from the same or similar locations or where a logical via point exists and are within time parameters configured by the Customer. Ride shares will not be created in the following circumstances:
  2. Where the collection of students from multiple locations may cause unacceptable wait times,
  3. Where students’ arrival times to the same point of departure are different to the extent that one or more of those travelling will have an unacceptable wait time waiting for others to arrive.
  4. Between airport terminals on the way into the UK. We will not collect students from one terminal then go round to another terminal for other students. This causes unacceptable wait times and costs.
6. Route and time variation
  1. No variation to the route will be accepted, except with the express written permission of the parent or guardian. All drivers are instructed to refuse any request by the student to vary the origin or destination, however the failure of a driver to comply with this instruction cannot be guaranteed and I-GTM will not accept any liability for this failure.
  2. I-GTM reserves the right to vary the collection time, origin, destination and route as necessary depending on circumstances.
  3. Seating Capacity, Passengers, Luggage and Passenger Conduct
  4. Quoted prices include carriage of one small hand luggage item (handbag, laptop), ONE carry-on suitcase up to 23Kg (56 x 45 x 25cm) and ONE hold suitcase up to 32Kg (90 x 75 x 43cm) per passenger. Additional suitcases will be charged at £20 per item.
  5. I-GTM does not accept any liability for loss. Lost property will be held by the Transport Provider according to their individual policy. The cost of returning lost property to the student will be charged.
  6. Passengers will follow the instructions of the driver and/or chaperone (in the case of a chaperoned journey). Failure to do so may result in the student being reported to the school and asked to sit elsewhere in the vehicle.
  7. On board toilet facilities will not be provided as standard, however where available the use of any such facilities is at the passenger’s own risk.
  8. School rules apply to behaviour in the vehicle.
  9. Passengers will comply with the rules and standards specified by the Service Provider. The driver has final say.
  10. Damage to the vehicle will be charged. I-GTM will recharge any valeting or other charges with the addition of a service fee.
7. Breakdowns and Delays
  1. I-GTM gives advice on journey times in good faith, however, we cannot guarantee the completion of a journey within a specific time and as such will not be liable for loss or inconvenience caused by breakdown, traffic congestion, force majeure, or other delays outside of our control.
8. Cancellations
  1. Cancellations will be accepted up to 24 hours before the booking time.
  2. Cancellations within 24 hours will attract a minimum cancellation fee of £10 inc. VAT.
  3. Any cancellation received on the day of travel or failure to turn up at the booked time will result in the journey fee being payable in full.
9. Provision of information
  1. The customer is responsible for providing full travel details, including travel comprising multiple stops and travel types.
  2. In accordance with National Minimum Standards for Boarding Schools the school is responsible for the safeguarding of all students in its care and as such is obliged to keep records of all journeys undertaken. You warrant that you have provided full details of all travel arrangements.
  3. In the case of Sponsored Students (Tier 4 visa holders) the person booking travel for the student warrants to I-GTM and to the school that they have disclosed the full details of the student’s travel and accommodation arrangements outside the school, while in the UK. This is a condition of being granted a visa to study in the UK.
10. Scheduled maintenance
  1. The Provider may from time to time suspend the Hosted Services for the purposes of scheduled maintenance to the Platform, providing that such scheduled maintenance must be carried out in accordance with this Clause 4.
  2. The Provider shall where practicable give to the Customer at least 3 Business Days’ prior written notice of scheduled maintenance that will, or is likely to, affect the availability of the Hosted Services.
  3. The Provider shall ensure that all scheduled maintenance is carried out outside Business Hours.
Support Services
1. The Provider shall provide the Support Services to the Customer during the Term.
2. The Provider shall make available to the Customer a helpdesk.
3. The Provider shall provide the Support Services with reasonable skill and care.
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. The Provider shall respond promptly to all requests for Support Services made by the Customer through the helpdesk.
6. The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider 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.
Customer Data
1. The Customer hereby grants to the Provider a non-exclusive licence to reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under the Agreement.
2. The Customer warrants to the Provider that the Customer Data when used by the Provider in accordance with the Agreement 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.
3. The Provider shall create a back-up copy of the database at least daily, shall ensure that each such copy is sufficient to enable the Provider to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 7 days.
Mobile App
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.
2. No assignment of Intellectual Property Rights
3. Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.
Charges
1. The Customer shall pay the Charges to the Provider in accordance with these Terms and Conditions.
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 the Provider.
3. The Provider may elect to vary any element of the Charges by giving to the Customer not less than 30 days’ written notice of the variation.
4. Notwithstanding 9.3 above, the Provider will increase the Charges by 5% or the average of RPI over the preceding 12 months, whichever is the greater, on the 1st September in each calendar year.
5. Taxi bookings.
  1. I-GTM charges a platform fee per passenger. This platform fee is payable on all bookings for coach and taxi travel.
  2. A service API fee is charged which pays for access to all third-party services necessary in the transmission of the booking to the supplier.
6. Ride shares
  1. Where I-GTM finds a ride share for two or more pupils who would otherwise not be sharing, but who have nevertheless opted in to ride share opportunities, a sum of 20% of the saving achieved by sharing is charged to each party.
7. Coach bookings
  1. The coach booking platform fee varies on a per-school basis and is passed on to parents in an amount decided by the school. It is bundled into the price paid for the coach ticket and as such is not charged as a separate line item.
8. Payments
  1. The Provider shall issue invoices for the Charges to the Customer on or after the invoicing dates set out in Section 3 of the Contract of Service.
  2. The Customer must pay the Charges to the Provider within the period of 30 days following the issue of an invoice in accordance with this Clause 10.
  3. The Customer must pay the Charges by direct debit or bank transfer (using such payment details as are notified by the Provider to the Customer from time to time).
  4. If the Customer does not pay any amount properly due to the Provider under these Terms and Conditions, the Provider may:
  5. 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
  6. claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
Provider’s confidentiality obligations
1. The Provider must:
  1. keep the Customer Confidential Information strictly confidential;
  2. not disclose the Customer Confidential Information to any person without the Customer’s prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these Terms and Conditions;
  3. use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider’s own confidential information of a similar nature, being at least a reasonable degree of care;
  4. act in good faith at all times in relation to the Customer Confidential Information.
2. Notwithstanding Clause 11.1, the Provider may disclose the Customer Confidential Information to the Provider’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information for the performance of their work with respect to the Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.
3. This Clause imposes no obligations upon the Provider with respect to Customer Confidential Information that:
  1. is known to the Provider before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;
  2. is or becomes publicly known through no act or default of the Provider; or
  3. is obtained by the Provider from a third party in circumstances where the Provider has no reason to believe that there has been a breach of an obligation of confidentiality.
4. The restrictions in this Clause do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Provider on any recognised stock exchange.
5. The provisions of this Clause shall continue in force for a period of 5 years following the termination of the Agreement, at the end of which period they will cease to have effect.
Data protection
1. Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.
2. The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Agreement.
3. The Customer shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to the Agreement:
4. the Personal Data of data subjects falling within the categories specified in Section 1 of Schedule 2 (Data processing information) (or such other categories as may be agreed by the parties in writing); and
5. Personal Data of the types specified in Section 2 of Schedule 2 (Data processing information) (or such other types as may be agreed by the parties in writing).
6. The Provider shall only process the Customer Personal Data for the purposes specified in Section 3 of Schedule 2 (Data processing information).
7. The Provider shall only process the Customer Personal Data during the Term, subject to the other provisions of this Clause 12.
8. The Provider 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 or any other document agreed by the parties in writing.
9. The Customer hereby authorises the Provider to make the following transfers of Customer Personal Data:
10. the Provider may transfer the Customer Personal Data internally to its own employees, offices and facilities in the United Kingdom, providing that such transfers must be protected by appropriate safeguards;
11. the Provider may transfer the Customer Personal Data to its third party processors in the jurisdictions identified in Section 5 of Schedule 2 (Data processing information) and may permit its third party processors to make such transfers, providing that such transfers must be protected by any appropriate safeguards identified therein; and
12. The Provider shall promptly inform the Customer if, in the opinion of the Provider, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.
13. Notwithstanding any other provision of the Agreement, the Provider may process the Customer Personal Data if and to the extent that the Provider is required to do so by applicable law. In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
14. The Provider 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.
15. The Provider shall implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data, including those measures specified in Section 4 of Schedule 2 (Data processing information).
16. The Provider must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. In the case of a general written authorisation, the Provider 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 Provider must not implement the changes. The Provider shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on the Provider by this Clause 12.
17. As at the Effective Date, the Provider is hereby authorised by the Customer to engage, as sub-processors with respect to Customer Personal Data, the third parties identified in Section 5 of Schedule 2 (Data processing information).
18. The Provider 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.
19. The Provider 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. The Provider may charge the Customer for any work performed by the Provider at the request of the Customer pursuant to this Clause 12.15.
20. The Provider must notify the Customer of any Personal Data breach affecting the Customer Personal Data without undue delay.
21. The Provider shall make available to the Customer all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause 12. The Provider may charge the Customer for any work performed by the Provider at the request of the Customer pursuant to this Clause 12.17.
22. The Provider 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.
23. The Provider shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer. The Provider may charge the Customer for any work performed by the Provider at the request of the Customer pursuant to this Clause 12.19, providing that no such charges shall be levied where the request to perform the work arises out of any breach by the Provider of the Agreement or any security breach affecting the systems of the Provider.
24. 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.
Warranties
1. The Provider warrants to the Customer that:
  1. the Provider has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions;
  2. the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider’s rights and the fulfilment of the Provider’s obligations under these Terms and Conditions; and
  3. the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.
2. The Provider warrants to the Customer that:
  1. the Platform will incorporate security features reflecting the requirements of good industry practice.
3. The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with these Terms and Conditions, will not breach any laws, statutes or regulations applicable under English law.
4. The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with these Terms and Conditions, will not infringe the Intellectual Property Rights of any person.
5. If the Provider reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with these Terms and Conditions infringes any person’s Intellectual Property Rights, the Provider may at its own cost and expense:
  1. modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or
  2. procure for the Customer the right to use the Hosted Services in accordance with these Terms and Conditions.
6. The Customer warrants to the Provider that it has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions.
7. 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.
Acknowledgements and warranty limitations
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, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.
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, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.
3. Intentionally deleted
4. The Customer acknowledges that the Provider 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, the Provider 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.
Limitations and exclusions of liability
1. The Provider allows the Customer to book travel by taxi, coach, train, aeroplane, private car and other means. The provider facilitates the booking of such travel by sending communications to travel providers. The Provider acts as introducer and as such is an agent only and accepts no liability for the safety or execution of such travel.
2. The limitations and exclusions of liability set out in this Clause 15 and elsewhere in these Terms and Conditions:
  1. are subject to Clause 15.1; and
  2. 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.
3. Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.
4. The Provider shall not be liable to the Customer in respect of any loss of profits or anticipated savings.
5. The Provider shall not be liable to the Customer in respect of any loss of revenue or income.
6. The Provider shall not be liable to the Customer in respect of any loss of use or production.
7. The Provider shall not be liable to the Customer in respect of any loss of business, contracts or opportunities.
8. The Provider shall not be liable to the Customer in respect of any loss or corruption of any data, database or software; providing that this Clause 15.8 shall not protect the Provider unless the Provider has fully complied with its obligations under Clause 6.3 and Clause 6.4.
9. Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.
10. The liability of each party to the other party under the Agreement in respect of any event or series of related events shall not exceed the greater of:
  1. £2,000; and
  2. the total amount paid and payable by the Customer to the Provider under the Agreement in the 12-month period preceding the commencement of the event or events.
11. The aggregate liability of each party to the other party under the Agreement shall not exceed the greater of:
  1. £5,000 and
  2. the total amount paid and payable by the Customer to the Provider under the Agreement.
Transport Providers & Limitation of Liability
1. We take no responsibility for the suitability and quality of the Transport Provider and their Driver Partners. All are licensed by their Local Authority and as such are bound by The Department for Transport (DfT’s) statuary guidance. Should you have any complaints about the quality of the Transport Provider or the Driver Partner, you should make your complaint directly to the Transport Provider.
2. The contract for transportation services is between you and your Driver Partner and is made at the time you enter the vehicle. We are the disclosed introducer and are not party to the contract between you and the Driver Partner.
3. If you pay by credit/debit card, or on the student’s school account, I-GTM Ltd will also act as disclosed agent in accepting payment from you on the Driver Partner’s behalf and your payment will be received by I-GTM acting as disclosed agent on behalf of the Driver Partner. I-GTM acts as agent of the Driver Partner only (as described in these terms) and not as agent of you as the Passenger. Please note that the Driver Partners are not employees nor workers of any company in the I-GTM group; they are self-employed individuals.
4. When you use our booking service in connection with a Private Hire journey using a Private Hire vehicle or a Hackney Carriage operating as a Private Hire Vehicle, the booking service will be provided to you by I-GTM Ltd.
5. Notwithstanding any provisions in this clause, we are reliant on information supplied by third parties, and we cannot guarantee that such information is accurate or held. We cannot guarantee that any particular Transport Provider or Driver Partner is suitable for your purposes, and you use them at your own risk. We may remove Transport Providers or Driver Partners from our roster of suppliers on the basis of any feedback in relation to that Transport Provider but are under no obligation to do so.
6. We do not employ Transport Providers or Driver Partners and, unless otherwise specified in these Terms & Conditions, we are not responsible for (and make no representations, warranties or guarantees as to) the behaviour, acts or omissions of any Transport Provider or Driver Partner you engage through I-GTM, or the quality of the services they provide.
7. However, to the extent permitted by law, neither we nor any of our officers, directors, employees, representatives, subsidiaries, affiliated companies, licensees, agents, service providers or others involved in creating, sponsoring, promoting, or otherwise making available the service shall be liable for any (personal) injury, death, property damage, or other (direct, indirect, special, consequential or punitive) damages, losses or costs suffered, incurred or paid by you, whether due to (legal) acts, errors, breaches, (gross) negligence, wilful misconduct, omissions, non-performance, misrepresentations, tort or strict liability by or (wholly or partly) attributable to the service or any of our other business partners (including any of their employees, directors, officers, agents, representatives or affiliated companies) whose products or services are (directly or indirectly) made available, offered or promoted on or through the company, including any (partial) cancellation, overbooking, strike, force majeure or any other event beyond our control.
8. The total amount of our liability is limited to the total amount owed or paid to us for the single journey or transfer that is the subject of the dispute.
9. You indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any vehicle, equipment or property (including that belonging to third parties) caused by you, your child(ren), students or employees.
Force Majeure Event
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.
2. A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must:
3. promptly notify the other; and
4. inform the other of the period for which it is estimated that such failure or delay will continue.
5. A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
Termination
1. Either party may terminate the Agreement by giving to the other party at least ONE academic year’s written notice of termination.
2. Either party may terminate the Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of these Terms and Conditions.
3. Subject to applicable law, either party may terminate the Agreement immediately by giving written notice of termination to the other party if the other party:
  1. is dissolved;
  2. ceases to conduct all (or substantially all) of its business;
  3. is or becomes unable to pay its debts as they fall due;
  4. is or becomes insolvent or is declared insolvent; or
  5. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
  6. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
  7. 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
4. if that other party is an individual:
  1. that other party dies;
  2. as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
  3. that other party is the subject of a bankruptcy petition or order.
Effects of termination
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, 3.12, 7, 10.2, 10.4, 11, 12, 15, 18, 21 and 22.
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.
3. Within 30 days following the termination of the Agreement for any reason:
4. the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the termination of the Agreement; and
5. the Provider must refund to the Customer any Charges paid by the Customer to the Provider in respect of Services that were to be provided to the Customer after the termination of the Agreement,
6. without prejudice to the parties’ other legal rights.
Notices
1. Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods (using the relevant contact details set out in Section 4 of the Contract of Service and Clause 19.2):
2. delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; or
3. sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting,
4. sent by email, in which case the notice shall be deemed to be received 2 Business Days following posting,
5. 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.
6. The Provider’s contact details for notices under this Clause 19 are as follows: I-GTM Ltd, Tite House, Wardington, Banbury OX17 1SP, UK.
7. The addressee and contact details set out in Section 4 of the Contract of Service and Clause 19.2 may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 19.
8. Subcontracting
9. Subject to any express restrictions elsewhere in these Terms and Conditions, the Provider may subcontract any of its obligations under the Agreement.
10. The Provider shall remain responsible to the Customer for the performance of any subcontracted obligations.
11. Notwithstanding the provisions of this Clause 20 but subject to any other provision of these Terms and Conditions, the Customer acknowledges and agrees that the Provider may subcontract to any reputable third-party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform.
General
1. No breach of any provision of the Agreement shall be waived except with the express written consent of the party not in breach.
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).
3. The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
4. The Customer hereby agrees that the Provider may assign the Provider’s contractual rights and obligations under the Agreement to any successor to all or a substantial part of the business of the Provider from time to time. Save to the extent expressly permitted by applicable law, the Customer must not without the prior written consent of the Provider assign, transfer or otherwise deal with any of the Customer’s contractual rights or obligations under the Agreement.
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.
6. Subject to Clause 15.1, a Contract of Service, 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 Contract of Service, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
7. The Agreement shall be governed by and construed in accordance with English law.
8. The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.
Interpretation
1. In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:
2. that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
3. any subordinate legislation made under that statute or statutory provision.
4. The Clause headings do not affect the interpretation of these Terms and Conditions.
5. 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.
6. 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)

Introduction

1.1 This acceptable use policy (the “Policy”) sets out the rules governing:

(a) the use of the website at [end-user-url].I-GTM.com, any successor website, and the services available on that website or any successor website (the “Services”); and

(b) the transmission, storage and processing of content by you, or by any person on your behalf, using the Services (“Content”).

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 I-GTM Ltd. (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 upload or submit any Content or otherwise use the Services.

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.

2.3 You must ensure that all Content complies with the provisions of this Policy.

Unlawful Content

3.1 Content must not be illegal or unlawful, must not infringe any person’s legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

3.2 Intentionally deleted

3.3 Intentionally deleted

Graphic material

4.1 Content must be appropriate for all persons who have access to or are likely to access the Content in question, and in particular for children.

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Marketing and spam

8.1 Content must not constitute or contain spam, and 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.

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

8.4 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.

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

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Monitoring

10.1 You acknowledge that we may actively monitor the Content and the use of the Services.

Data mining

11.1 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.

Hyperlinks

12.1 You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.

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Schedule 2 (Data processing information)

Categories of data subject
1. School staff, students, parents, guardians and other parties related to the student, suppliers including drivers and transport company employees, chaperones and support staff related to the travel and welfare of students.
Types of Personal Data
1. Names, postal addresses, email addresses and telephone numbers, travel plans including travel dates, departure and arrival locations and flight schedules.
Purposes of processing
1. The collection and provision of travel information to the Customer, third party transport suppliers, customers of the Customer (authorised by the Customer), transport booking requests and transport bookings, record keeping and auditing.
Security measures for Personal Data
1. Personal Data is stored in a database inaccessible from the public internet. Data is transferred to the public internet using an SSL connection via API.

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