1.1 In this document the following words shall have the following meanings:
“Agreement” means these terms and conditions together with:
• Schedule 1 Scope of Work;
• Schedule 2 Service Specification;
• Schedule 3 Service Level Agreement; and
• Schedule 4 TransportAPI Licence.
“Data” means transport data supplied through the TransportAPI Managed services to the Registered Services User under this Agreement.
“Data Protection Legislation” means, for the periods in which they are in force, the Data Protection Act 1998, the Data Protection Directive (95/46/EC), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (2002/58/EC), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003), the the General Data Protection Regulations (Regulation (EU) 2016/679) the UK GDPR and all applicable laws and regulations relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner, in each case as amended or substituted from time to time);
“Deliverable” means a constituent part of a Managed service, Support package, Product Enhancement or Custom Project if supplied under this agreement
“Effective date” shall mean the date when the Registered Services User signed up to the TransportAPI Services
“Hits” has the meaning set out in Schedule 2 and the TransportAPI Licence.
“Intellectual Property Rights” shall have the meaning set out in clause 12 of this Agreement.
“Managed services” shall mean the delivery of specified Data through the Software
“Product Definition” shall mean the specification and/or documentation of a TransportAPI Managed Service.
“Scope of Work” means the offer of Services set out in Schedule 1 of this Agreement.
“Services” means TransportAPI Managed Services and any other services supplied by PLACR to the Registered Services User under this Agreement.
“Service Specification” means the outline set of Product Definitions for the TransportAPI Managed services supplied by PLACR to the Registered Services User under this Agreement and set out in Schediule 2.
“SLA” means any service level agreement set out at Schedule 3.
“Software” means executable code, database design and user interface displays which are used to provide the TransportAPI Managed services and supplied to the Registered Services User by PLACR under this Agreement.
“Support” means any maintenance or support provided by PLACR to the Registered Services User, as detailed in Schedule 1 (Scope of Work section E2).
“Term” shall be deemed to commence on the Effective Date and shall remain in force until terminated by the Registered Service User or at PLACR’s absolute discretion, or in accordance with Schedule 1 section B if a Termination date is specified, and Schedule 1 shall have precedence.
“TransportAPI Licence” means the licence to use the TransportAPI Managed services, as set out in Schedule 4 of this Agreement.
“TransportAPI Managed services” means the platform for transport Data and Software delivery developed and managed by PLACR on the website ‘TransportAPI.com’.
“The Registered Services User Sites” means the Registered Services User websites, any Registered Services User digital service, any Registered Services User mobile apps and any other online services operated or supported by the Registered Services User.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.
1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.8 A reference to writing or written includes communications via email.
1.9 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.