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Travyxo — Terms of Service

Effective date: {{EFFECTIVE_DATE}} Last updated: {{LAST_UPDATED_DATE}} Version: 1.0-draft

Plain-English summary. These Terms govern your use of Travyxo. They cover what you can do with the Service, billing, data ownership, what we promise, what we don't, and what happens if things go wrong. End-traveler personal data is handled under the separate Data Processing Agreement. Privacy practices are in the Privacy Policy. Cookies are described in the Cookie Policy.

Status. This is a draft pending legal review.

1. Acceptance and eligibility

By creating a Travyxo account or by using the Service, you agree to these Terms. You confirm that you are at least 18 years old and that, if you are signing up on behalf of an organisation, you have the authority to bind that organisation to these Terms. "Customer", "you" and "your" refer to that organisation (or to you individually if you are signing up without one).

If you do not agree to these Terms, you must not access or use the Service. If you are accepting these Terms on behalf of an organisation, you represent and warrant that you have the legal authority to do so, and the organisation will be bound accordingly.

2. Definitions

In these Terms, the following capitalised terms have the meanings set out below.

  • "Service" — the Travyxo software-as-a-service application provided by Travyxo, including the marketing site at {{WEBSITE_URL}}, the authenticated application at {{APP_URL}}, the public shareable-itinerary URLs, and any related APIs, documentation, and updates made available to Customer.
  • "Customer" — the organisation (or, where the organisation is not the contracting party, the natural person) identified at signup as the account holder, on whose behalf Authorized Users access the Service.
  • "Authorized User" — a natural person Customer has authorised to access the Service under Customer's account. Authorized Users have one of two roles: Company Admin (manages billing, library, branding, and other Users) and Company Staff (builds and manages tour packages using Customer's library).
  • "Subscription" — Customer's then-current paid or free subscription to the Service under the Plan Customer has selected (or that has been assigned to Customer by Travyxo).
  • "Plan" — the tier of the Service (Free, Pro, Enterprise, or another tier Travyxo may offer) under which Customer's Subscription is provisioned, with the features and limits described at {{WEBSITE_URL}}/pricing or in an applicable Order Form.
  • "Order Form" — a written agreement (electronic acceptance suffices) between Travyxo and Customer specifying Plan, Fees, term, and any custom terms; an Order Form may modify these Terms for the Order Form's scope.
  • "Fees" — amounts payable by Customer for the Subscription under the applicable Plan or Order Form, exclusive of taxes.
  • "Stripe" — Stripe, Inc., Travyxo's third-party payment processor.
  • "Customer Data" — all data, content, and information that Customer or its Authorized Users submit, upload, or generate within the Service in the course of using it, including End Traveler personal data, tour-package content, library entries, branding assets, and account configuration.
  • "End Traveler" — a natural person whose personal data Customer or its Authorized Users include in Customer Data (typically, a client or prospective client of Customer's tour-operator business), or who interacts with Travyxo directly through the Client Portal or a Travyxo-hosted intake form.
  • "Documentation" — the user-facing documentation Travyxo makes available within the Service or at {{WEBSITE_URL}}.
  • "Confidential Information" — non-public information disclosed by one party to the other that the receiving party should reasonably understand to be confidential, given the nature of the information and the circumstances of disclosure; excludes information that is or becomes public without breach, is rightfully known beforehand, is independently developed, or is rightfully received from a third party without restriction.

3. Account registration

Authorized Users sign in via Clerk. You are responsible for the accuracy of registration information, for keeping account credentials secure, and for all activity under your account. There are two Authorized-User roles: Company Admin (manages the account, billing, library, branding, and other Users) and Company Staff (uses the Service to build and manage tour packages).

You must ensure that each Authorized User keeps their login credentials confidential and does not share access with anyone who has not been added to the account as an Authorized User. You must promptly notify {{SUPPORT_EMAIL}} of any unauthorized use of your account or any other security incident. Travyxo will not be liable for any loss or damage arising from your failure to comply with these obligations.

Travyxo may refuse registration or cancel an account if it reasonably suspects that registration information is inaccurate, that the account is being used fraudulently, or that any applicable eligibility requirement is not met.

4. Plans, fees, billing and renewals

Travyxo offers Free, Pro, and Enterprise plans with the limits described at {{WEBSITE_URL}}/pricing (or as set out in an Order Form for Enterprise customers). Paid Subscriptions renew automatically at the end of each billing period unless cancelled before the renewal date.

  • Payment processor: Stripe. By providing payment details, you accept Stripe's own terms of service and privacy policy. Travyxo does not store payment-card numbers; they are held by Stripe.
  • Fees: as stated in the Plan you select, plus applicable taxes. Travyxo may change Fees with at least 30 days' notice before the start of the next billing period. If you do not cancel before the new Fee takes effect, you will be deemed to have accepted the change.
  • Seat add-ons and plan changes: upgrades take effect immediately and Fees are prorated for the remainder of the current billing period; downgrades take effect at the end of the current billing period. Travyxo does not provide credits or refunds for unused time on a downgraded plan unless required by law.
  • Failed payments: if a payment fails, Travyxo may attempt to recharge the payment method on file, notify you by email, and suspend access to paid features after reasonable notice. If payment remains outstanding for 30 days following suspension notice, Travyxo may terminate the Subscription under §12.
  • Taxes: Fees are stated exclusive of value-added tax, goods-and-services tax, withholding tax, and other applicable taxes. You are responsible for all such taxes. Where Travyxo is required by law to collect tax, it will include that tax on the applicable invoice.

5. Trial and refund policy

If Travyxo offers a free trial, the trial converts automatically to a paid Subscription at the end of the trial period, at the then-current Plan Fee, unless you cancel before the trial ends. You may cancel via the in-app billing portal or by emailing {{SUPPORT_EMAIL}} before the trial expires.

Fees paid for a Subscription are generally not refundable for partial billing periods once a period has commenced, except where required by mandatory consumer-protection law applicable in your jurisdiction, or as expressly agreed in a separate written agreement with Travyxo. Travyxo reserves the right to make reasonable exceptions to this policy on a case-by-case basis.

6. Customer content and data ownership

Customer Data remains Customer's property at all times. Travyxo does not acquire any ownership interest in Customer Data by virtue of processing it under these Terms.

You grant Travyxo a worldwide, non-exclusive, royalty-free, sublicensable licence to host, store, process, transmit, display, and create necessary intermediate copies or derivatives of Customer Data solely for the purpose of providing the Service to you and as strictly necessary to fulfil obligations under these Terms, for as long as you use the Service or as required for backup retention.

You represent and warrant that: (a) you own or have all necessary rights to Customer Data to grant the licence above; (b) Customer Data does not infringe the intellectual-property rights of any third party; and (c) Customer Data and your use of the Service comply with all applicable laws.

Travyxo may process aggregated and anonymised usage data derived from your use of the Service (which does not identify Customer or any individual) for improving and operating the Service.

7. End-traveler personal data

Where Customer Data includes personal data of End Travelers, Customer is the Controller and Travyxo is the Processor in respect of that personal data. That processing is governed exclusively by the Data Processing Agreement, which is incorporated into these Terms by reference. In the event of a conflict between these Terms and the DPA on a matter relating to the processing of End Traveler personal data, the DPA prevails.

Customer is solely responsible for ensuring that it has the legal authority to provide End Traveler personal data to Travyxo, including obtaining any required consents and providing any required privacy notices to End Travelers in accordance with applicable data-protection law.

8. Acceptable use

You must not, and must not permit any Authorized User, End Traveler, or other person acting under your account to:

  • use the Service for any unlawful, harmful, or fraudulent purpose, including using it to facilitate any activity that violates applicable law or regulation;
  • upload or transmit any content that is illegal, defamatory, harassing, threatening, infringing on a third party's intellectual-property rights, malicious, obscene, or otherwise objectionable;
  • send spam, phishing communications, malware, ransomware, or other harmful or disruptive code through the Service or via any feature of the Service (including the Client Portal and intake forms);
  • attempt to scrape, crawl, mirror, or systematically extract data from the Service, or use the Service to train or develop competing AI or machine-learning systems;
  • reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Service;
  • interfere with or attempt to interfere with the operation of the Service, including its infrastructure, or with another Customer's use of the Service (for example, via denial-of-service attacks, flooding, or deliberate resource exhaustion);
  • attempt to bypass or circumvent tenant isolation, authentication, authorization controls, rate limits, or any other security control of the Service;
  • exceed the resource limits of your Plan (including storage, Authorized User count, and active packages) or deliberately attempt to circumvent those limits;
  • use public share-itinerary links to defraud, impersonate, deceive, or mislead any person;
  • process End Traveler personal data in violation of applicable law, including without obtaining any required consents, providing any required notices, or having any required legal basis for the processing; or
  • resell, sublicense, or otherwise make the Service available to any third party without Travyxo's prior written consent.

Travyxo reserves the right to investigate suspected violations of this section. We may suspend or terminate access under §12 for breach. Where breach poses an immediate security or legal risk, suspension may be immediate and without prior notice.

9. Travyxo intellectual property and feedback licence

The Service, Documentation, and all related intellectual property (including software, source code, visual design, trademarks, and trade secrets) are owned by Travyxo and its licensors. Nothing in these Terms transfers any ownership of Travyxo's intellectual property to Customer.

Subject to Customer's compliance with these Terms, Travyxo grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service during the Subscription term, solely for Customer's internal business purposes and in accordance with the Documentation and the limits of the applicable Plan.

If Customer or any Authorized User provides Travyxo with feedback, suggestions, ideas, feature requests, or evaluations ("Feedback"), Customer grants Travyxo a perpetual, irrevocable, worldwide, royalty-free, sub-licensable licence to use, copy, modify, distribute, and incorporate such Feedback into the Service or any other products or services for any purpose without any obligation or compensation to Customer.

10. Third-party services

The Service integrates with and depends on third-party providers, including Stripe (payment processing), Clerk (authentication and identity), Google Maps Platform (geocoding and map rendering), and the sub-processors listed in DPA Annex III. Travyxo will include any third-party provider in the sub-processor list and notify Customer of changes under the DPA's sub-processor change-notification obligations.

Your use of third-party features or services accessed through the Service may be subject to that provider's own terms of service and privacy policy. Travyxo is not responsible for: (a) the content, accuracy, or operation of third-party services; (b) outages, data loss, or errors caused by third-party services beyond Travyxo's reasonable control; or (c) any third-party provider's compliance with applicable law. Travyxo will exercise reasonable diligence in selecting and monitoring its sub-processors.

Where Stripe Checkout is used, your payment transaction is subject to Stripe's terms of service. Travyxo does not have access to full payment-card details.

11. Confidentiality

Each party ("Receiving Party") will protect the other party's ("Disclosing Party") Confidential Information with at least the same degree of care it uses to protect its own confidential information of similar sensitivity, and in no event less than reasonable care. The Receiving Party will use the Disclosing Party's Confidential Information only as necessary to exercise its rights or perform its obligations under these Terms, and will disclose it only to employees, contractors, and representatives who have a need to know for that purpose and who are bound by confidentiality obligations at least as protective as those in this section.

The Receiving Party may disclose Confidential Information if required by applicable law, regulation, or court order, provided that the Receiving Party (where legally permitted) gives the Disclosing Party prompt written notice before disclosure and cooperates reasonably with any protective measures the Disclosing Party seeks.

These obligations of confidentiality survive termination or expiry of these Terms for a period of three years.

12. Suspension and termination

Travyxo may suspend or terminate Customer's access to the Service:

  • on at least 10 days' written notice (email to the address registered on the account suffices) for material breach of these Terms, including non-payment of Fees, if Customer has not cured the breach within that notice period;
  • immediately, without notice, for breaches of §8 (Acceptable use) that pose an immediate security, legal, or reputational risk to Travyxo or other Customers; or
  • as required by applicable law, regulation, or governmental order.

Travyxo may also suspend, with reasonable prior notice where practicable, to perform maintenance or address urgent security vulnerabilities. Travyxo will use commercially reasonable efforts to minimise the duration and impact of any maintenance-related suspension.

Customer may terminate any Subscription at any time, effective at the end of the then-current billing period, via the in-app billing portal or by emailing {{SUPPORT_EMAIL}}. No refunds are payable for the remaining unused portion of the billing period, except where required by law.

13. Effect of termination

On termination or expiry of the Subscription for any reason:

  • the licence granted in §9 ends immediately;
  • Customer may export Customer Data for 30 days following the termination date using the Service's built-in export features;
  • after that 30-day window, Travyxo will delete Customer Data from active production systems in accordance with DPA §13 and from backups in line with Travyxo's documented backup-rotation period;
  • any accrued payment obligations remain due and payable; and
  • the following provisions survive termination: §§ 2, 6, 7, 9 (second and third paragraphs), 11, 13, 14, 15, 16, 18, 19, and 20, together with any other provision that by its nature should survive.

14. Warranties and disclaimers

Travyxo warrants that the Service will perform materially in accordance with the Documentation under normal use and conditions during the Subscription term.

EXCEPT FOR THE LIMITED WARRANTY IN THE PRECEDING PARAGRAPH, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRAVYXO AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TRAVYXO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR FREE FROM DEFECTS OR VIRUSES, OR THAT IT WILL MEET CUSTOMER'S SPECIFIC REQUIREMENTS.

Some jurisdictions do not allow the exclusion or limitation of implied warranties or of certain statutory rights. In those jurisdictions, the above exclusions apply only to the extent permitted by law.

Customer's exclusive remedy for a material failure of the warranty in the first paragraph of this section is, at Travyxo's election: (a) re-performance of the relevant part of the Service; or (b) a credit or pro-rated refund of Fees attributable to the period of failure.

15. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

  • NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE); AND

  • EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE (WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE) WILL NOT EXCEED THE TOTAL FEES CUSTOMER PAID OR WAS OBLIGATED TO PAY TO TRAVYXO IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUD OR FRAUDULENT MISREPRESENTATION, OR WILFUL MISCONDUCT.

The limitations of liability in this section reflect a reasonable allocation of risk between the parties as sophisticated commercial entities and form an essential basis of the bargain between them. Travyxo would not have entered into these Terms on the same commercial terms without those limitations.

16. Indemnification

By Customer. Customer will defend, indemnify, and hold harmless Travyxo and its officers, directors, employees, contractors, and agents against any third-party claim, demand, action, loss, damage, fine, penalty, or reasonable legal expense arising out of or relating to: (a) Customer Data (including any claim that Customer Data infringes a third party's rights); (b) Customer's or any Authorized User's breach of §8 (Acceptable use); or (c) any claim by an End Traveler or data-protection authority arising from Customer's role as Controller of End Traveler personal data, including from Customer's instructions to Travyxo or Customer's failure to comply with applicable data-protection law.

By Travyxo. Travyxo will defend, indemnify, and hold harmless Customer against any third-party claim alleging that the Service, as provided by Travyxo and used by Customer in accordance with these Terms and the Documentation, infringes any patent, copyright, trademark, or trade secret of a third party. This obligation does not apply where the claim arises from: (i) Customer Data; (ii) modifications to the Service not made by Travyxo; (iii) use of the Service in combination with any software, hardware, or service not provided or approved by Travyxo; or (iv) Customer's continued use of the Service after Travyxo has provided a non-infringing alternative at no additional cost.

Procedure. The indemnified party must: (a) promptly notify the indemnifying party in writing of any claim; (b) give the indemnifying party sole control of the defence and settlement (provided that settlement does not impose liability on the indemnified party without consent); and (c) provide reasonable cooperation and assistance at the indemnifying party's cost. Failure to give prompt notice relieves the indemnifying party only to the extent of actual prejudice caused by the delay.

17. Modifications to the Service and to these Terms

Service. Travyxo may modify, update, or discontinue features of the Service over time in the ordinary course of product development. Travyxo will give reasonable advance notice of material reductions in the core functionality of a paid Plan; for changes on a Free plan, Travyxo will use commercially reasonable efforts to provide advance notice where practicable.

Terms. Travyxo may modify these Terms from time to time. Material changes (i.e., changes that materially affect Customer's rights or obligations) will be communicated with at least 30 days' notice via an in-app banner and email to the address registered on the account. Changes take effect at the end of the 30-day notice period. Continued use of the Service after that date constitutes Customer's acceptance of the modified Terms. If Customer does not accept the modified Terms, Customer must stop using the Service and may terminate the Subscription under §12 before the change takes effect; Travyxo will provide a pro-rated refund of any Fees paid for the period after termination.

For changes required by law or regulation, Travyxo may give less than 30 days' notice, but will give as much notice as is reasonably practicable.

18. Governing law and dispute resolution

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), are governed by and construed in accordance with the laws of {{GOVERNING_LAW}}, without regard to its conflict-of-laws principles.

Subject to the remainder of this section, the parties submit to the exclusive jurisdiction of {{GOVERNING_COURT}} to settle any dispute or claim arising out of or in connection with these Terms.

Nothing in this section limits either party's right to seek emergency injunctive or other equitable relief in any court of competent jurisdiction to prevent ongoing breach or irreparable harm. These Terms also do not affect any non-waivable statutory rights that a consumer may have under the law of their place of residence.

19. Notices

Legal notices to Travyxo (including notices of breach, termination, and indemnification claims) must be sent to {{LEGAL_EMAIL}}. For notices that require confirmation of receipt, Travyxo recommends sending by email with a read receipt or by registered post to {{COMPANY_ADDRESS}}.

Notices to Customer may be sent by Travyxo to the email address registered with the Customer's account, displayed in the Travyxo admin settings, or posted in-app. Notices are deemed given: (a) by email, on the next business day after sending, unless Travyxo receives a non-delivery notification; (b) by registered post, 3 business days after posting.

20. General

These Terms (together with the documents incorporated by reference — the Privacy Policy, the Data Processing Agreement, the Cookie Policy, and any applicable Order Form) constitute the entire agreement between the parties with respect to the Service and its subject matter, and supersede all prior and contemporaneous agreements, understandings, representations, and warranties on the same subject matter, whether oral or written.

  • Assignment. Customer may not assign or transfer these Terms or any rights or obligations under them (including by operation of law or in connection with a change of control) without Travyxo's prior written consent, which will not be unreasonably withheld. Travyxo may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, on 30 days' prior written notice to Customer. Any purported assignment in breach of this clause is void.

  • Force majeure. Neither party is liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, epidemic or pandemic, acts of government, civil unrest, cyberattacks by third parties, or internet or power infrastructure failure. The affected party must notify the other promptly and take all reasonable steps to mitigate the impact.

  • Severability. If any provision of these Terms is found by a competent court to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable. The validity, legality, and enforceability of the remaining provisions shall not be affected.

  • No waiver. A party's failure or delay in exercising any right or remedy under these Terms does not constitute a waiver of that or any other right or remedy. A waiver is effective only if it is in writing.

  • No third-party beneficiaries. These Terms do not confer any rights on any person or entity other than the parties, except as expressly stated (including as required by the SCCs incorporated in the DPA).

  • Electronic communications. Customer consents to receive contractual notices and communications from Travyxo electronically. Electronic notices satisfy any legal requirement that such communications be in writing.

  • Order of precedence. In case of conflict between these Terms and an Order Form, the Order Form prevails for the subject matter it expressly addresses. In case of conflict between these Terms and the DPA on any matter relating to the processing of personal data or data-protection compliance, the DPA prevails.

  • Relationship of the parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, agency, or franchise relationship between the parties.

  • Headings. Section headings are for convenience only and do not affect the interpretation of these Terms.