Last Updated: 16th March 2021
Thank you for using Impala! These terms and conditions, as may be amended from time to time, apply to your use of, and your order for the API and/or use of our Website and any other goods or services that we provide to you. They apply to the exclusion of any other terms that you might seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
The definitions and rules of interpretation in this clause apply in this licence.
"Impala", "us", "we", "our" or "Supplier" means IMPALA TRAVEL TECHNOLOGY LTD incorporated and registered in England and Wales with company number 10098314 whose registered office is at 86-90 Paul Street, London, England, EC2A 4NE (Supplier). You are referred to as the "Customer".
"API" means the application programming interface developed by Impala, made available to Customer by Impala including, without limitation, through the Website as each may be updated from time to time. "API Limits" means the restrictions provided or published by Impala from time to time. "Authorised Users" means any users authorised by Impala in writing to access the API on behalf of the Customer via the API Key. "Negotiated Rates" means any rates for third party services negotiated by the Customer through the functionality provided by the API or and any other goods or services that we provide.
Impala allows the Customer access to the API and/or Website and any other goods or services that we provide on condition of payment of any fee to Impala which may be payable under this agreement. Impala grants the Customer a non-exclusive licence during the term of the agreement for the Authorised Users to access the API or other Products solely for the purposes of: developing Applications, making API Calls in compliance with the API Limits; to conduct other services enabled by our Products in good faith and for their intended purpose; to display the API Data received from the API, and display certain Supplier Marks in compliance with Impala Brand Guidelines solely in connection with the use of the API, API Data and the Applications and not in connection with the advertising, promotion, distribution, or sale of any other products or services.
The Customer may not make API Calls in excess of the API Limits; remove any proprietary notices from the API or API Data; use the API or API Data in any manner or for any purpose that infringes, misappropriates, or otherwise infringes any Intellectual Property Right or other right of any person, or that violates any applicable law; design or permit the Applications to disable, override, or otherwise interfere with any Supplier-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; access all or any part of any the API or API Data to build a product and/or service which competes with the API or services provided by Impala (or any part of it). The Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the API or Impala Product, in whole or in part (except to the extent that applicable law overrides this provision or any part hereof).
The Customer is responsible and liable for all uses of the API and other products resulting from access provided by the Customer, directly or indirectly, whether such access or use is permitted by or in breach of this agreement, including use with any Application or third-party software. Without limiting the generality of the foregoing, the Customer is responsible for all acts and omissions of End Users in connection with the Application and their use of the API and API Data, if any. Any act or omission by an End User that would constitute a breach of this agreement if taken by the Customer will be deemed a breach of this agreement by the Customer. The Customer shall take reasonable efforts to make all End Users aware of this agreement's provisions as applicable to such End Users and shall cause End Users to comply with such provisions. By utilising the API or other products, the Customer agrees to sell rooms and other services provided on the Platform, at the price agreed and returned through the API and other products, unless otherwise agreed with Impala or another third party offering the services through the Supplier platform. The Customer is responsible for ensuring adherence to the rates listed.
The Customer shall pay to Impala a fee at the rate detailed in the order form, website or other agreed format, for each transaction or content change request (as applicable) made through the API or other means agreed between the Customer and Supplier. All sums payable under this licence are exclusive of VAT or any relevant local sales taxes, for which the Customer shall be responsible. In the case of Negotiated Rates, any additional fees agreed is between the Customer and the other third party offering the services through the Supplier platform.
Systems and security
The Customer is responsible for the operation and security of the Customer System and the Application.
Impala undertakes that the API and other Products shall perform substantially in accordance with the specification provided on the Website. This does not warrant that the Customer's use of the API or other Products will be uninterrupted or error-free; the API and/or the API Data obtained by the Customer through the API will meet the Customer's requirements; or the API or the API Data will be free from Vulnerabilities or Viruses. Impala is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the API and API Data may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
Limits of liability
The Customer assumes sole responsibility for results obtained from the use of the API or other Products and the API Data by the Customer, and for conclusions drawn from such use. Impala shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Impala by the Customer in connection with the API, or any actions taken by Impala at the Customer's direction; all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and the API, other Products and the API Data are provided to the Customer on an "as is" basis.
Impala shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories: special damage even if Impala was aware of the circumstances in which such special damage could arise; loss of profits; loss of anticipated savings; loss of business opportunity;loss of goodwill; loss or corruption of data. The total liability of Impala, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the total Fees paid during the 12 months preceding the date on which the claim arose.
When using any Negotiated Rates functionality, the Supplier acknowledges that the Supplier does not control the rates being negotiated and any such negotiation of, and reliance upon, Negotiated Rates is solely between the Customer and the third party offering their services to the Customer through the API or other products, and subject to any terms agreed between the Customer and such third party. The Supplier shall have no liability for any damage caused by use of the Negotiated Rates functionality of the API or other Products, or any reliance on the Negotiated Rates by the Customer.
Intellectual property rights
All rights, title and interest in any Derived Data and Feedback shall vest in Impala on creation. The Customer hereby assigns to Impala absolutely with full title guarantee all right, title and interest in and to the Derived Data and Feedback. All use by the Customer of Impala Marks, if any, will comply with any usage guidelines that Impala may specify from time to time.
Duration and termination
This Agreement shall run from the Effective Date until terminated by agreement between the Customer and Impala. Impala may terminate this agreement with immediate effect by giving written notice to the other party if the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment. Impala shall be entitled to terminate this Agreement at will by giving the Customer 30 days' notice. On termination for any reason: all rights granted to the Customer under this licence shall cease; the Customer shall cease all activities authorised by this licence; the Customer shall immediately pay to Impala any sums due to Impala under this licence.
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
Any notice given to a party under or in connection with this agreement shall be in writing.
Governing law and jurisdiction
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Schedule 1 Data Processing
1. COMPLIANCE WITH DATA PROTECTION LEGISLATION
- 1.1. The parties shall each comply with their respective obligations under the applicable Data Protection Legislation.
2. DATA PROCESSING OBLIGATIONS
- 2.1. In respect of any Personal Data to be processed by Impala acting as processor pursuant to this Agreement for which the Customer is controller, the processor shall:
- 2.2. Where the controller determines that it shall make a report or notification to any supervisory authority concerning the processing of Personal Data by the processor pursuant to this Agreement, the controller shall provide the processor with a copy of the report or notification prior to it being communicated to the supervisory authority and the controller shall make any reasonable changes to the report or notification requested by the processor.
3. INTERNATIONAL DATA TRANSFERS
- 3.1. In respect of any Personal Data to be processed by a party acting as processor pursuant to this Agreement for which the other party is controller, the processor shall not make an international transfer of that Personal Data which is restricted by the Data Protection Legislation without ensuring appropriate levels of protection, including any appropriate safeguards if required, are in place for the Personal Data in accordance with the Data Protection Legislation.
- 3.2. The controller hereby authorises the processor to enter into, on behalf of the controller, any standard contractual clauses for the international transfer of Personal Data as may be required for compliance with paragraph 3.1.
4. DETAILS OF PROCESSING ACTIVITIES
- 4.1. The following table sets out the details of processing of Personal Data which the processor is authorised to carry out, as required by Article 28 of GDPR:
- Nature, scope and purposes for which the Personal Data shall be processed - Hotel booking information is collected by the Customer in providing its services and supplied through the API or other Products to Impala which will then use it to place bookings on behalf of the Customer with third party hotels globally.
- Description of the categories of the data subjects - Individuals booking hotel rooms through the Customer.Description of the categories of Personal DataHotel booking information as determined by particular hotels or the Customer from time to time.
- Description of transfers of Personal Data to a country outside of the UK or EEA - In providing hotel booking services the processor may be required to transfer data to hotels located outside the UK or EEA.
- Duration of the processing - For the duration of this Agreement.Authorised Sub-Processorsthe controller hereby grants general authorisation for the engagement of sub-processors pursuant to paragraph 2.1.2 of this Schedule.