Terms and Conditions

Trove User Terms and Conditions

Background

We are (and our Platform is owned and operated by) Zing Technologies Ltd (trading as "Trove"), a company registered in England and Wales. Our company registration number is 12539360 and our registered office is at 18 St. Cross Street, 4th Floor, London, England, EC1N 8UN. Our registered VAT number is 346219206 (“we/us/our/Trove”). You can contact us via our website at trove-life.com (“Platform”) or by email at support@trove-life.com.

Trove is a culture-technology platform aimed at nurturing team bonding, human curiosity, resilience and growth through digital shared experiences. Trove is for organisations that want to enrich the lives of their people and seriously tackle the huge challenge of dis-engagement. It is the start of a revolution in the workplace.

Trove advertises and facilitates the sale of bookings by corporate clients (“the Customer/you/your”) for Experiences hosted by third party event providers (“Hosts”) which are made available to authorised staff members of that client (“Users”) on a pay-per-use basis via the Platform (the “Services”). You agree to take part in and pay for these Experiences subject to these terms and conditions. Please read these terms carefully and ensure that you understand them when booking any Experience on our Platform. You will be required to read and accept these terms when signing up for a Trove account and when making a booking for an Experience.

Agreed Terms

1. Interpretation

   1. The definitions and rules of interpretation in this clause apply in these terms.

      Applicable Data Protection Laws: (a) to the extent the UK GDPR applies (which has the meaning given to it in the Data Protection Act 2018), the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; and (b) to the extent the General Data Protection Regulation ((EU) 2016/679) applies (“EU GDPR”), the law of the European Union or any member state of the European Union to which Trove is subject, which relates to the protection of personal data.

      Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

      Credit: a prepaid token with a monetary value enabling you to book Experiences. Customer Personal Data: any personal data which Trove processes in connection with this agreement, in the capacity of a processor on behalf of the Customer.

      Experiences: experiences that are advertised by Hosts via Listings and which can be booked via our Platform using Credits.

      Listing: a listing on our Platform advertising an Experience taking place at a specified time and date and delivered through an online platform as specified at the time of booking, that can be booked on our Platform.

      Normal Business Hours: 9.00 am to 6.00 pm local UK time, each Business Day. Platform: Trove’s website located attrove-life.com.

      Purpose: the purposes for which the Customer Personal Data is processed, as set out in Schedule 1. Supplier Personal Data: any personal data which Trove processes in connection with this agreement, in the capacity of a controller.

      Supplier Personal Data: any personal data which Troveprocesses in connection with this agreement, in the capacity of a controller.

   2. Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
   3. A person includes an individual, corporate, or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
   4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
   5. Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.
   6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
   7. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
   8. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
   9. A reference to writing or written includes email but excludes fax.
   10. References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.

2. Our Platform and Provision of the Services

   1. Trove shall provide the Services and make available the Platform to you on and subject to these terms.
   2. Access to our Platform is provided “as is” and on an “as available” basis. Trove shall use commercially reasonable endeavours to make our Platform available 24 hours a day, seven days a week, except for planned or unplanned maintenance. We reserve the right to take some or all of our systems offline as reasonably required for routine and emergency maintenance or repairs. We'll give you as much notice of such downtime as is reasonably possible. All communications using the internet may be affected by experiences outside our reasonable control.
   3. Use of our Platform is subject to our platform Terms and Conditions located athttps://trove-life.com/legal/terms_and_conditions. Please ensure that you have read them carefully and that you understand them.
   4. You may only use our Platform and the other computer systems that support, operate and comprise our Platform (“Our Systems”) for booking Experiences and communicating with us as envisaged in these terms.
   5. You agree to use all reasonable security practices to prevent unauthorised access or damage to Our Systems. These practices include but are not limited to making sure any devices you use to access Our Systems have up to date anti-virus protection and not introducing any viruses into Our Systems, and ensuring that your log-in details for Our Systems are only used by authorised employees, are not shared between users, and are changed as and when prompted by Our Systems. You agree to tell us immediately if you think that log-in details are being or may be used in an unauthorised way or that the security of Our Systems has been compromised in any other way.
   6. We will, as part of the Services and at no additional cost to the Customer, provide the Customer with our standard customer support services during Normal Business Hours via email at support@trove-life.com in order to provide advice on use of the Services.

3. Bookings

   1. You may make a booking on the Trove Platform through the relevant Listing. Payment will be taken at the time of booking, and a booking request will be sent to the Host via email requiring them to accept or decline your booking within 24hours. Once the Host accepts, we will send you a confirmation email. If the Host declines, you may choose to book a different date for the Experience and the same process will be repeated (i.e. subsequent booking requests will be subject to the Host’s acceptance). Only upon confirmation of the Experience shall a binding contract come into existence between you and the Host for the Experience. We will not reserve or guarantee any particular time/date slot nor will the Host deliver any Experience unless and until you make a booking and pay for it in accordance with these terms.
   2. You are responsible for making sure that the information you submit as part of any booking enquiry is accurate and complete and you'll promptly notify us of any changes to it and keep it up to date. If you provide us with inaccurate or incomplete information, we will not be liable for any delay, non-performance or incorrect performance caused by such failure.
   3. You acknowledge that Hosts are solely responsible for Listings and their content. We accept no responsibility for Listings and we do not verify the content or information contained in Listings (although we reserve the right to monitor and edit any Listing as we deem appropriate from time to time). You acknowledge that we are not responsible for the content or accuracy of, or for any opinions, views, or values expressed in any Listings. We have no control over, nor any involvement in, Listings, and we accept no responsibility for any actions taken, or for any products or services provided by Hosts in connection with any Listing.
   4. The Host’s terms and conditions relating to the provision and delivery of the Experience and participation in the Experience will be notified to you pre-purchase (they will usually be clearly displayed as part of the Listing). You agree to comply fully, and to procure that Users on whose behalf you make a booking for an Experience, with those Host terms with respect to the Experience. You will be obliged to click to accept the relevant terms before payment is taken and any confirmation email is sent. It is your responsibility to ensure you are satisfied that an Experience is appropriate for the intended Users.
   5. Experiences are third party events which are not owned or operated by Trove. You acknowledge that through our marketplace we act as the Hosts’ agent in respect of formation of the contract and as their booking and payment agent and support in facilitating access to their Experience by Users. As such, you acknowledge that when a booking is made for an Experience, you form a private contractual relationship with the Host of that Experience, and responsibility and liability for the provision and delivery of the Experience rests with the Host, because it is outside of our reasonable control. The contract formed in respect of each sale of an Experience is between you and the Host.

4. Payment and Credits

   1. Listings will clearly state the fees due for an Experience, payable by way of Credit (the “Fees”). The Fees shown are all-inclusive (including VAT). The Fees you will be charged for an Experience will correspond to the price shown on our Platform at the time you submit your booking.
   2. We charge and take full payment from you for the Fees due for an Experience, following which we transfer to Hosts the booking fees minus our commission. Any and all actions designed to avoid the payment of our commission are strictly prohibited.
   3. The Customer shall, from time to time, purchase any amount of credits they wish to pay for Experiences with Hosts. Payment shall be made by credit card (via Stripe) on the platform. References to payments being made or refunds being provided in these terms include payment made by way of Credits and the reference shall be interpreted, as applicable, in context of the monetary value paid by you for the applicable Credits.
   4. In the event that the value of the Experience you wish to book exceeds your available Credits, you shall be required to purchase additional Credits to make up the shortfall to secure the Experience booking. Any unused credits remain on your profile to use at a future date.
   5. If any refunds are due to you for failure by a Host to deliver an Experience, they shall be made by way of reimbursement of Credits for that Experience. We reserve the right to retain, and set off all or part of any monies we owe to you against any monies you owe to us, in order to satisfy any refunds or other deductions resulting from complaints relating to an Experience or your breach of these terms.

5. Cancellation

   1. You/Users or Hosts may cancel an Experience or a booking for an Experience provided at least 72 hours’ notice is given prior to the start time of the Experience (unless cancellation is necessary due to circumstances beyond the cancelling party’s reasonable control, in which case as much notice as possible must be given in those circumstances). Hosts may choose to extend this 72-hour default cancellation policy period and, where this is the case, their Listing will make this clear. If a Customer/User requests to cancel or reschedule a booking without giving at least 72 hours’ notice, then such request to cancel or reschedule will be treated as a lost credit and you will not receive any refund and you will be responsible for indemnifying us against any costs, losses, damages, liabilities and expenses we suffer as a result of your late cancellation.
   2. If a Customer/User cancels a booking at least 72 hours before an Experience, the Host will be notified and any Credits used for that Experience will be returned to you.

6. Suspension, Removal, Termination and Complaints

   1. We reserve the right remove any Listing (or suspend the availability of Listings) for any reason, including if the Experience is no longer available (for example if it has been discontinued).
   2. We reserve the right to suspend or terminate your access to the Platform if we decide to stop providing our Platform, if you breach the provisions of these terms, if you breach the provision of any Host’s terms with respect to the provision of an Experience, or if any complaints are made about you or your Users. In addition, we may take one or more of the following actions:
      1. issue you with a written warning;
      2. take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;
      3. take further legal action against you as appropriate;
      4. disclose such information to law enforcement authorities as required or as we deem reasonably necessary; and/or
      5. any other actions which we deem reasonably appropriate (and lawful).
   3. We hereby exclude any and all liability arising out of any actions (including, but not limited to those set out above) that we may take in response to breaches of these terms.
   4. You must notify us immediately if you have or become aware of any complaint relating to an Experience you have booked, and cooperate with us so that we may seek to resolve the issue without delay. At our sole discretion, we may agree to provide credits for any Experiences which has been paid for but not delivered in accordance with the Host’s terms.
   5. If you want to complain about our Services or the way we've treated you, including because you disagree with any refund policy, please contact us at support@trove-life.com. You and we agree to try our best to resolve all complaints in open communications and good faith.

7. Data protection

   1. For the purposes of this clause 7, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.
   2. Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 7 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under Applicable Data Protection Laws.
   3. The parties have determined that, for the purposes of Applicable Data Protection Laws Trove shall process the personal data as set out in paragraph 1 of Schedule 1 as processor on behalf of the Customer.
   4. Should the determination in clause 7.3 change, then each party shall work together in good faith to make any changes which are necessary to this clause 7.
   5. The Customer consents to (and shall procure all required consents, from its User personnel, representatives and agents, in respect of) all actions taken by Trove in connection with the processing of Supplier Personal Data and recognises that for such processingTrove is data controller of any relevant personal data, provided these are in compliance with the then-current version of Trove’s privacy policy available at https://trove-life.com/legal/privacy_policy (“Privacy Policy”). The Privacy Policy is hereby incorporated in and forms part of these terms. In the event of any inconsistency or conflict between the terms of the Privacy Policy and these terms, the Privacy Policy will take precedence.
   6. Without prejudice to the generality of clause 7.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Supplier Personal Data and Customer Personal Data to Trove and lawful collection of the same by Trove for the purposes of the Services.
   7. In relation to the Customer Personal Data, Schedule 1 sets out the scope, nature and purpose of processing by Trove, the duration of the processing and the types of personal data and categories of data subject.
   8. Without prejudice to the generality of clause 7.2 Trove shall, in relation to Customer Personal Data:
      1. process that Customer Personal Data only on the documented instructions of the Customer, which shall be to process the Customer Personal Data for the purposes set out in Schedule 1, unless Trove is required by Applicable Data Protection Laws to otherwise process that Customer Personal Data. Where Trove is relying on Applicable Data Protection Laws as the basis for processing Customer Processor Data, Trove shall notify the Customer of this before performing the processing required by the Applicable Data Protection Laws unless those Applicable Data Protection Laws prohibit Trove from notifying the Customer on important grounds of public interest. Trove shall inform the Customer if, in its opinion, the instructions of the Customer infringe Applicable Data Protection Laws;
      2. implement appropriate technical and organisational measures set out in Schedule 1 to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, which the Customer has reviewed and confirmed are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
      3. ensure that any personnel engaged and authorised by Trove to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
      4. assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to Trove), and at the Customer's cost and written request, in responding to any request from a data subject and in ensuring the Customer's compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      5. notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data;
      6. at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer unless Trove is required by Applicable Data Protection Laws to continue to process that Customer Personal Data. For the purposes of this clause 7.8(f) Customer Personal Data shall be considered deleted where it is put beyond further use byTrove; and
      7. maintain records to demonstrate its compliance with this clause 7.
   9. The Customer hereby provides its prior, general authorisation forTrove to:
      1. appoint processors to process the Customer Personal Data, provided that Trove: (i) shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on Trove in this clause 7; (ii) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of Trove; and (iii) shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to Trove’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Laws, the Customer shall indemnify Trove for any losses, damages, costs (including legal fees) and expenses suffered by Trove in accommodating the objection;
      2. transfer Customer Personal Data outside of the UK as required for the Purpose, provided that Trove shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of Trove, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the UK Information Commissioner from time to time (where the UK GDPR applies to the transfer).
   10. Either party may, at any time on not less than 30 days' notice, revise clause 7 by replacing it (in whole or part) with any applicable standard clauses approved by the EU Commission or the UK Information Commissioner's Office or forming part of an applicable certification scheme or code of conduct.

8. Third party providers

   The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from third parties via third-party websites and that it does so solely at its own risk. Trove makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not Trove. Troverecommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Trove does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

9. Your obligations

   1. You shall:
      1. provide Trove with:
         1. all necessary co-operation in relation to these terms; and
         2. all necessary access to such information as may be required by Trove;
         in order to provide the Services, including but not limited to Customer Personal Data;
      2. comply with all applicable laws and regulations with respect to its activities under these terms;
      3. carry out all other responsibilities set out in these terms in a timely and efficient manner;
      4. ensure that your Users use the Services and the Platform in accordance with these terms and you shall be responsible for any User's breach of these Terms; and
      5. obtain and shall maintain all necessary licences, consents, and permissions necessary for Trove, its contractors and agents to perform their obligations under these terms, including without limitation the Services.
   2. When booking an Experience, the Customer expressly agrees that it has read the description and all details, including contractual terms, within the relevant Listing carefully and that it understands and agrees to any and all specific policies that are stated to apply by the Host. It is the Customer’s responsibility to make the Host aware of any information relevant to attendance at the Experience and to notify them of, or discuss any concerns relating to, the Experience to ensure it is satisfied that the Experience is appropriate for attendance by the Users.
   3. When transmitting any information via our Platform, attending an Experience or communicating with us or a Host or another Experience participant, you must not (and you shall procure that any of your Users must not) submit or otherwise do anything that:
      1. is obscene, deliberately offensive, hateful, or otherwise inflammatory;
      2. promotes violence or the mistreatment of animals;
      3. promotes or assists in any form of unlawful activity;
      4. discriminates against, or is in any way defamatory of, any person, group or class of persons, race, gender, religion, nationality, disability, sexual orientation, or age;
      5. is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
      6. is calculated or is otherwise likely to deceive;
      7. is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy or otherwise uses their personal data in a way that you do not have a right to;
      8. is fraudulent or misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive;
      9. implies any form of affiliation with us where none exists;
      10. infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyrights, patents, trademarks, and database rights) of any other party;
      11. is intended to drive traffic to another website or involves spam or marketing unrelated products, abusing our referral system or making false claims against other members of our community;
      12. use any search engine optimisation techniques which breach search engines' guidelines or involve deception, including but not limited to keyword stuffing; or
      13. is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

10. Proprietary rights

    1. The Customer acknowledges and agrees that Trove and/or its licensors own all intellectual property rights in the Services and the Platform. Except as expressly stated herein, these terms do not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Platform.
    2. Hosts (or, where applicable, their licensors) retain ownership of the intellectual property rights subsisting in their Listing.

11. Confidentiality

    1. Neither you nor we (the recipient) shall at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other (the disclosure), except as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority, or to the recipient's employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the recipient's rights or carrying out its obligations under or in connection with these terms. The recipient shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the discloser's confidential information comply with this clause. The recipient shall not use the discloser's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these terms.
    2. The provisions of this clause shall not apply to any confidential information that:
       1. is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its representatives in breach of this clause);
       2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
       3. was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
       4. the parties agree in writing is not confidential or may be disclosed; or
       5. is developed by or for the receiving party independently of the information disclosed by the disclosing party.
    3. A party may disclose confidential information to the extent such confidential information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.
    4. The Customer agrees that Trove may list the Customer on their Platform and in their marketing material.

12. Limitation of liability and indemnity

    1. Except as expressly and specifically provided in these terms:
       1. the Customer assumes sole responsibility for the use of the Services and the Platform by the Customer/its Users and for its/its Users’ attendance and participation at any Experience; and
       2. 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 these terms.
    2. Nothing in these terms excludes our liability:
       1. for death or personal injury caused by our negligence; or
       2. for fraud or fraudulent misrepresentation.
    3. Subject to clause 12.2:
       1. to the fullest extent permitted by law, we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, loss of anticipated savings, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these terms; and
       2. our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with these terms shall be limited to the monetary equivalent of the credits purchased in the previous 3 months.
    4. You agree that you are solely and exclusively responsible for your/your Users’ attendance and participation in any Experience and you will, to the fullest extent permissible by law, indemnify us on demand for any breach of these terms, any liability which we may incur by reason of any claim made by any Host in respect of the same, and arising out of or in connection with your use of the Services and/or Platform. You must pay us an amount (calculated on a full indemnity after-tax basis) equivalent to any liabilities, fines, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and any tax liabilities or third party charges such as brokers’ fees) and all interest, penalties and legal costs and all other reasonable professional costs and expenses we incur arising out of or in connection with any such claim.
    5. Trove is not in any way responsible for the Experiences advertised on the Platform or for the content of any Listing and makes no warranties or representations as to the quality, safety, or legality of any Experiences booked on our Platform. Any claims in relation to a delivery of an Experience must be made directly against the Host concerned. Trove will not be a party to any dispute between the Customer (or any of its Users) and any Hosts. Any claims must be made directly against the party concerned.
    6. You acknowledge, and you shall ensure that Users are aware, that Hosts reserve the right to expel Users from Experiences (without any refund) if their conduct is unacceptable, or in their reasonable opinion may be harmful to the Host’s reputation, or if expulsion is otherwise in the interests of the other attendees. We shall have no liability for any such expulsion.
    7. Once you have purchased a booking for an Experience, we will not be a party to any dispute between you and any Host. We will put you in touch with the Host to resolve the issue directly with them. Any claims must be made directly against the party concerned. We will remain involved to provide facilitation services as set out on our Platform, and we may adjudicate upon disputes as they arise. However, we will not be party to them.

13. Events Outside of Our Control (Force Majeure)

    We will not be liable for any failure or delay in performing our obligations where that failure or delay results from any cause that is beyond our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual, or preparations for war), pandemic, epidemic or other natural disaster, or any other event that is beyond our reasonable control.

14. Conflict

    If there is an inconsistency between any of the provisions in the main body of these terms and the Schedules, the provisions in the main body of these terms shall prevail.

15. Waiver

    1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
    2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

16. Rights and remedies

    Except as expressly provided in these terms, the rights and remedies provided in these terms are in addition to, and not exclusive of, any rights or remedies provided by law.

17. Severance

    1. If any provision or part-provision of these terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these terms.
    2. If any provision or part-provision of these terms is deemed deleted under clause 17.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

18. Entire agreement

    1. These terms (and any ancillary terms or policies referenced in them) contain the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to their subject matter.
    2. Each party acknowledges that it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms.
    3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms.
    4. Nothing in this clause shall limit or exclude any liability for fraud.

19. Variation

    1. We may from time to time change these terms but we will use our reasonable endeavours to inform you as soon as is reasonably possible of any such change.
    2. Other than as set out in clause 19.1, no variation of these terms including, but not limited to, the introduction of any additional terms and conditions, shall be effective unless it is made in writing and signed by the parties (or their authorised representatives).

20. Assignment

    1. The Customer shall not, without the prior written consent ofTrove, assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these terms.
    2. Trove may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these terms. If this occurs, you will be informed by us in writing. Your rights hereunder will not be affected and our obligations hereunder will be transferred to the third party who will remain bound by them.

21. Notices

    Any notice or other communication given to a party under or in connection with these terms shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office, or shall be sent by email to the email address associated with the Customer’s account or in the case of Trove to support@trove-life.com.

22. No partnership or agency

    Unless otherwise stated, nothing in these terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

23. Third party rights

    Unless expressly stated otherwise, these terms do not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

24. Governing law

    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) shall be governed by and interpreted in accordance with the law of England and Wales.

25. Jurisdiction

    Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms or their subject matter or formation (including non-contractual disputes or claims).

Schedule 1 Particular of Data Processing

1. Particulars of Processing

   1. Scope, nature and purpose: for the planning and delivery of the Services by Trove to support the successful delivery of the agreement.
   2. Duration of the processing: during the term of the agreement, provided that no personal data shall be processed for longer than is necessary for the purpose for which it was collected or is being processed.
   3. Types of personal data: name, email address, telephone number, interests and history of experiences, other information prompted to be provided with the personal profile and other types as may be required for the purpose of the agreement.
   4. Categories of data subject: customer, employees, staff, agents and independent contractors of the Customer, and other categories as may be required for the purpose of the agreement.

2. Technical and organisational measures

   1. Ensuring that appropriate security safeguards and virus protection are in place to protect the hardware and software which is used in processing personal data in accordance with good industry practice.
   2. Ensure storage of personal data conforms with good industry practice such that the media on which personal data is recorded (including paper records and records stored electronically) are stored in secure locations and access by personnel to personal data is strictly monitored and controlled.
   3. Prevent unauthorised access to personal data and have secure methods in place for the transfer of personal data whether in physical form or electronic form (for instance, by using encryption).
   4. Put password protection on computer systems on which personal data is stored and ensure that only authorised personnel are given details of the password.
   5. Take reasonable steps to ensure the reliability of employees or other individuals who have access to the personal data.
   6. Ensure that any employees or other individuals required to access the personal data are informed of the confidential nature of the personal data and comply with the obligations set out in this Schedule.
   7. Ensure that none of the employees or other individuals who have access to the personal data publish, disclose or divulge any of the personal data to any third party unless directed in writing to do so by Trove.
   8. Have in place methods for detecting and dealing with breaches of security (including loss, damage or destruction of personal data).
   9. Have a secure method of disposal or unwanted personal data including for back-ups, disks, print outs and redundant equipment.