Terms and Conditions
Set out below are the terms and conditions upon which we do business with our clients. These are designed to make clear the responsibilties of Reserve IT Limited towards its clients and the resposibilities of the client towards the protection of Reserve IT Limited and its websites. We have tried to be clear in setting out these conditions and would recommend that you read them from time to time as with all things legal, they are subject to change from time to time to meet changing legislation and circumstances and dangers inherent in the internet.
Reserve IT Limited is in the business of listing its customers' leisure establishments on its own web-site, together with other related services. Reserve IT Limited's customers in general provide leisure and tourism services to members of the public. Reserve IT Limited owns the web-site www.stayinbritain.com and other related sites.
IT IS AGREED as follows:
The application of these terms and conditions are for the provision of various services by Reserve IT Limited ("RIT") of 40 Harborough Road, Dingley, Leicestershire, LE16 8PQ to their customers ("the Customer"). By requesting and/or using any services provided by RIT the Customer agrees to be bound by these terms and conditions and our terms and conditions of website use. In the event of any inconsistency between these terms and conditions and our terms and conditions of website use, then our terms and conditions of website use prevail.
The Customer should note in particular the limitation of liability set out in clauses 7 and 10.
SECTION 1 - GENERAL
The following expressions in this Agree In this Agreement shall mean: -
"Confidential Information" is that which RIT identifies as confidential to their business or proprietary or which would be regarded as business confidential or proprietary by a reasonable business person.
"Fees" are the annual fees together with any other fees payable (as varied from time to time) for Services provided, as set out in the RIT Web-Site or as agreed by RIT with the Customer. All sums payable are exclusive of VAT.
"Inappropriate Material" is any of the following: - Threatening, abusive, unlawful, Malicious, harmful, Profane, obscene, Libellous, pornographic, defamatory, or anything which infringes or contravenes any Intellectual Property Rights or which constitutes or encourages a criminal offence or which contains a worm, virus, Trojan horse or other harmful software code.
"Intellectual Property Rights" designates trade and business names, trademarks, patents, copyrights, registered and unregistered design rights, database rights, trademarks and service marks and applications for any of the previous items, together with any trade secrets, knowledge, rights to confidence and other industrial and intellectual property rights in any of the world.
"Listing": the entry by RIT of information about the Customer's establishment on the RIT Web Site or on any other web-site agreed between the parties.
"Material" implies audio and visual graphics including, in any combination, video, graphics, text, images, sound.
"Minimum Term": The minimum period of time that this Agreement shall be in force.
"RIT Web Site": the web site located at http://www.stayinbritain.com and/or such other internet address as may be adopted by RIT from time to time.
"Registration Form" is a registration document provided by RIT (i.e. either available on the RIT Web Site or from RIT through the post) to be completed and returned by the Customer (or by RIT on the Customer's behalf) in order to request the Services.
"Services" designates the level of Listing that RIT agrees to provide the Customer as described on the RIT Web Site and/or any other services that RIT agrees to provide to the Customer.
"Web Site": a web site available on the Internet.
"User name" and "Password": words selected by the Customer or RIT that enable the Customer to access some of the services provided by RIT.
1. COMMENCEMENT AND MINIMUM TERM
1.1 This Agreement shall commence on RIT's acceptance of the Customer's request for the Services. Subject to prior termination as stated in clause 8 below the parties agree to a Minimum Term of one year from commencement. After the Minimum Term has expired, this Agreement shall continue unless terminated by the parties in accordance with clause 8 below.
2.1 In consideration for the payment of the Fees, RIT agrees to the provision of the Services (save that as set out in clause 3.1.1 below RIT may at its discretion refuse to accept a Registration Form).
2.2 The Customer agrees to pay the Fees (and any other sums due to RIT) without any deduction or withholding (whether by way of set off, counterclaim, abatement or otherwise) as follows: -
2.2.1 By debit or credit card payment at the time of completing a Registration Form on-line where the Customer completes a Registration Form on-line, and thereafter within 14 days from date of all invoices sent by RIT for the Fees (or any other sums due to RIT).
2.2.2 Where the Customer does not complete a Registration Form on-line or at all, within 14 days of the date of all invoices sent by RIT for the Fees (or any other sums due to RIT).
3. USE OF SERVICES
3.1. The Customer recognises and accepts that: -
3.1.1 RIT may at its discretion refuse to accept a Registration Form and/or refuse to register any particular establishment specified in a Registration Form.
3.1.2 Should RIT refuse to accept a Registration Form, any sums already paid in advance for the Services requested in that Registration Form will be returned to the Customer.
3.1.3 RIT will rely on Material and information provided by the Customer in order to prepare the Listing, and RIT is not responsible for checking the accuracy or completeness of such Material and information. In addition, RIT may use or transpose Material from the Customer's own web-site and advertisements in order to compile the Listing and RIT is not responsible for checking the accuracy of such Material and information.
3.1.4 RIT may at its sole discretion remove immediately from the RIT Web-Site (or alter) any Listing that contains misleading or incorrect information; or any code, which in the sole opinion of RIT, is designed or constructed to circumvent or extend the limitations of the service level for which the client has registered.
3.1.5 RIT may at its discretion suspend or withdraw any Services (including but not limited to the removal of any Listing from the RIT Web Site) if any sums payable by the Customer have not been paid within 14 days of the due date for payment.
3.1.6 RIT reserves the right to add or upgrade its hardware and/or software at any time. RIT will make reasonable efforts to conduct planned maintenance during periods of anticipated low usage of the RIT Web Site.
3.1.7 RIT reserves the right to change the content of the RIT Web Site or to discontinue any aspect of the RIT Web Site.
4. CUSTOMER OBLIGATIONS, WARRANTIES AND ACKNOWLEDGEMENTS
4.1 The Customer appoints RIT to provide the Services.
4.2 The Customer warrants that:
4.2.1 It has the authority and the right to enter into this Agreement;
4.2.2 All the information and Material that the Customer provides to RIT for the purpose of compiling the Listing is true and accurate;
4.2.3 It will not send, provide, supply or cause RIT to receive any Inappropriate Material;
4.2.4 The Material provided to RIT by the Customer does not infringe any Intellectual Property Rights, copyright or any other rights of a Third Party;
4.2.5 Where RIT is providing Web-Site design or similar services for a Customer's Web-Site address, that the Customer has the right to apply for and use that Web-Site address and that its use of that Web-site address does not infringe the Intellectual Property rights or any other rights of a Third Party;
4.3 If in RIT's reasonable opinion the Customer is using any HTML code when using the Services to such an extent that it adversely affects the Services, RIT reserves the right to delete such HTML code.
4.4 The Customer agrees to provide RIT with all such assistance that RIT may reasonable require and agrees, without limitation:
4.4.1 to provide RIT with its postal address, email address and telephone number/s, and promptly to notify RIT of any alterations to these in a timely and written manner
4.4.2 to check the Listing when it first appears and thereafter periodically to review the Listing and inform RIT should the Listing contain information that is out of date or inaccurate (including without limitation information about the Customer's prices and any special deals offered).
4.5 The Customer shall comply with all applicable data protection and privacy laws and regulations including without limitation the provisions of the Data Protection Act 1998.
4.6 The Customer acknowledges and accepts that it is responsible for the security and proper use of all user ID and passwords used in connection with the Services and must take all necessary steps to ensure that they are kept confidential, secure, and safeguarded from unauthorised use. The Customer acknowledges that RIT recommends that it uses a username & password which is unique to its RIT account.
4.7 The Customer acknowledges and accepts that it must satisfy such security checks as RIT may reasonably operate in order to change user ID and passwords.
4.8 The Customer acknowledges and accepts that RIT reserves the right to suspend its user ID and password access to the Services if at any time RIT considers there is or is likely to be a breach of security.
4.9 The Customer agrees that RIT is authorised to act on instructions sent by email from the Customer that contain the Customer's user ID and password.
4.10 RIT reserves the right to contact the Customer by email (or otherwise) to inform the Customer of its user ID and password.
4.11 RIT is permitted to contact the Customer by email (or otherwise) to inform the Customer of any additional services that it can provide or to send the Customer similar marketing information.
5. RIT WARRANTIES
5.1 RIT agrees to provide the Services with reasonable skill and care.
5.2 As the Services are provided by means of computer and telecommunication systems RIT makes no warranties or representations that the Services will be uninterrupted or error-free. Further RIT makes no warranties or representations as to the response speed of the RIT Web Site.
5.2 To the maximum extent permitted by law, except as expressly stated in these terms and in so far as required by law where the Customer has dealt as a consumer (as defined in the Unfair Terms in Consumer Contracts Regulations 1994), all conditions, warranties and guarantees (whether express or implied by statute, common law, custom or otherwise) including, but not limited to, those relating to fitness for purpose, description and satisfactory quality (where applicable) are hereby excluded in relation the Services to be provided.
6.1 The Customer agrees fully to indemnify, keep indemnified and hold harmless RIT, its officers, employees, agents, sub-contractors and affiliated companies from and against any and all costs, claims, losses, demands, liabilities, expenses or damages (including without limitation any indirect consequential losses, losses of profit, legal and other professional costs and expenses) sustained or incurred by RIT or any of its officers, employees, agents, sub-contractors or affiliated companies in respect of:-
6.1.1 any Inappropriate Material sent, provided or supplied by the Customer to RIT or that the Customer causes RIT to receive; or
6.1.2 any incorrect or misleading information about the Customer's establishment provided or supplied by the Customer to RIT; or
6.1.3 any infringement of any Intellectual Property Rights or any other rights of a Third Party by the Customer; or
6.1.4 any other negligence, default or breach of the Customer of any of its obligations or warranties in this Agreement.
This clause and its provisions shall remain active beyond the expiry or termination of these contract.
7. LIMITATION OF LIABILITY
7.1 Nothing in these terms excludes or limits RIT's liability for any fraudulent statement or for personal injury or death caused by RIT's negligence.
7.2 Save as set out in clause 7.1 above RIT limits its liability under this Agreement whether such liability arises in contract or tort (including without limitation negligence) to the Fees paid for the Services in respect of which the alleged tort or breach has arisen in the period of 24 months preceding the event which gives rise to any liability.
7.3 In no event shall RIT be liable for:
7.3.1 loss of business, profit, or anticipated profits or savings;
7.3.2 loss of data or use of data;
7.3.3. loss of any domain name or the use of any domain name;
7.3.4 damage to the other party's reputation;
7.3.5 any other indirect or consequential loss;
7.3.6 loss of search engine ranking
even where the Customer has been informed of the possibility of such loss or damage.
The provisions of this clause shall survive the termination of this Agreement.
8.1 RIT can terminate this Agreement by giving the customer written notice if any of the following events occur:
8.1.1 There is a material breach by the customer of any of its obligations stated in this Agreement and either the breach is not capable of remedy or if the breach is capable of remedy the Customer fails to remedy it within 30 days after receiving a written notice from RIT requiring it to be remedied;
8.1.2. there are sums due to RIT under this Agreement and such sums are not paid by the Customer within 14 days of the due date for payment;
8.1.3. the Customer has sent, supplied, provided or caused RIT to receive any Inappropriate Material or has provided misleading or incorrect information about its establishment;
8.1.4 the supply of the Services to the Customer may (in the reasonable opinion of RIT) expose RIT to the risk of litigation or arbitration or any other disputes with third parties;
8.1.5 a petition is presented or a meeting is convened for the purpose of considering a resolution for the making of an administrative order to wind-up, or dissolution of the Customer's company; or
8.1.6 a petition for bankruptcy is presented against the customer as an individual; or
8.1.7 a receiver, liquidator or administrator, receiver or other encumbrance for the customer's company or a trustee in bankruptcy for the customer as an individual is appointed over the customer any of the customer's assets; or
8.1.8 the Customer enters into any arrangement or composition or proposes to enter into any arrangement (voluntarily or otherwise) or composition with its creditors or for its creditors (including any voluntary arrangement).
8.2 RIT shall be entitled to keep any monies paid to it by the Customer and recover all sums due whether invoiced or not at the date of termination, in the event that any of the circumstances identified in clause 8.1.1 to 8.1.8 arises,
8.3 This Agreement may be terminated by either party after the Minimum Term by giving at least 30 days written notice as specified in clause 11.6.
9.1 Each of the parties agrees (save as required by law, court order or any regulatory body):
9.1.1 to keep confidential all sensitive or business confidential Information received from either party;
9.1.2 not without the other party's prior written consent to disclose the Confidential Information in whole or in part to any other person save to those of its directors, employees, agents or professional advisers involved in the implementation of this Agreement and provided in all cases that they have a need to know the same;
9.1.3 to use the Confidential Information solely in connection with the performance of obligations under this Agreement.
9.2 The obligations under clause 9.1 will not be applicable to any Confidential Information which:
9.2.1 was already known to the Receiving Party prior to the date of this Agreement;
9.2.2 is obtained via a third party who lawfully possessed such Confidential Information and which has not been obtained in breach of a duty of confidence owed to the Disclosing Party;
9.2.3 is in the public domain other than as a result of a breach of a duty of confidence owed to the Disclosing Party by any person.
10.1 RIT will take reasonable steps to detect viruses.
10.2 The Customer acknowledges and accepts that:
10.2.1 RIT makes no warranties or representations that every virus will be detected;
10.2.2 Without prejudice to the provisions of clause 7 above, RIT will not accept any responsibility or liability resulting from any viruses sent or received by the Customer.
10.3 The Customer will take reasonable steps to detect viruses.
10.4 RIT may at its discretion delete any email containing any viruses, or any other Material containing any viruses.
11.1 RIT reserves the right to change or modify any of these terms and conditions at any time at its sole discretion. For the avoidance of doubt, RIT reserves the right to increase the Fees from time to time and to introduce fees for any service previously offered free of charge. For existing clients such increases in fees shall come into effect on the anniversary of the service renewal date. For new clients any such modifications or changes will be effective upon the posting of the revisions on the RIT Web Site.
11.2. Continued use of the Services following RIT's posting of any changes on the RIT Web Site will constitute the Customer's acceptance of such changes.
11.3 If any provision in this Agreement or part of this agreement shall be considered void for any reason, the offending words or phrase shall be understood to have been deleted and the remaining provisions of this agreement shall continue in full force and effect.
11.4 The rights and obligations of the Customer under this Agreement are personal to the Customer and the Customer undertakes that it shall not assign, lease, charge, sub-license, or otherwise transfer such rights and obligations in whole or in part.
11.5 RIT reserves the right where necessary to sub-contract at any time any part or all of the work required to fulfil its obligations hereunder.
11.6 Under this agreement any and all notices which are required will be given in writing and sent to the usual postal address or the email of the recipient or the last-known postal address of the recipient. For the avoidance of doubt, an email communication is a communication in writing for the purposes of this Agreement. Any notice may be delivered by first class mail, by pre-paid airmail, by fax transmission, in person or by email and shall be deemed to have been received: -
11.6.1 at the time of delivery by personal delivery provided that it is handed to a suitable officer or employee of the receiving party;
11.6.2 within 48 hours if sent by first class pre-paid post in the United Kingdom;
11.6.3 by pre-paid airmail- 5 business days after the date of posting;
11.6.4 by facsimile - 24 hours after receipt of confirmation of the completion of transmission by the sending party;
11.6.5 by email on receipt or on telephone or email confirmation of receipt from the intended recipient.
11.7 Save in relation to obligations of payment neither of the parties shall be deemed to be in breach of this Agreement or responsible for any delay or non-performance or for the consequences of any delay or non-performance which is due to anything beyond its reasonable control (to include without limitation any failures due to internet errors or internet unavailability, Act of God, war, insurrection, acts of terrorism, fires, explosion, flood, storm, theft or malicious damage, inability to obtain labour, other malfunction of machinery or computer equipment or governmental act or regulation).
11.8 Any delay or tolerance of delay by any of the parties in enforcing the terms and provisions of this Agreement or any of its rights shall not be seen as a waiver of the provision or right.
11.9 In this agreement, Clause headings have been included for convenience only.
11.10 No term of this Agreement is intended for the benefit of any third party, and the parties do not intend that any term of this Agreement should be enforceable by a third party either under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
11.11 This Agreement shall be governed by and construed in accordance with English Law. The parties agree to abide by the jurisdiction of the Court of England and Wales over any claim or matter arising under or in connection with this Agreement.