For non-UK customers any payments including, but not limited to, upgrades and account arrears will be charged in your local currency (where offered) and converted using an applicable market rate of exchange as set by us.
Terms of Service
These are the terms of service (Terms) of Booking Online Ltd (UK Company number 07729145) with registered office at The Sharp Project, Thorp Road, Manchester, M40 5BJ (the Supplier).
The Customer agrees to contract on the basis of these Terms and in doing so agrees that they prevail over any other terms which the Customer may seek to impose or introduce, including (without limitation) any terms set out in or relating to any purchase order, acceptance or acknowledgement issued by the Customer.
Any person acting on behalf of the Customer represents and warrants that they have the legal right and authority to bind the Customer to these Terms and the terms of the Agreement. The Customer has evaluated the Services, the Platform and the Software and satisfied itself as to their suitability and confirms that it has not relied on any representation or statement other than as set out in the Agreement.
1.1 The following definitions and rules of interpretation apply:
Agreement: the agreement between the Customer and the Supplier comprising: (i) these Terms, (ii) the Order, and (ii) any documents specifically referred to or incorporated into these Terms.
Applicable Period: the relevant period of the Agreement, whether it be the Initial Term or a Renewal Period, during which an event or events occur(s).
Background IPR: any Intellectual Property Rights owned or licensed by the Supplier prior to this Agreement or any developed or acquired during the Term independently of this Agreement.
Bespoke Branding: any logos or branding the Supplier creates for the Customer pursuant to the Services.
Business Day: a day other than a Saturday, Sunday or public holiday in England.
Confidential Information: all and any confidential information (in whatever form) whether or not marked as such including but not limited to commercial, financial, marketing and technical information relating to the disclosing party’s business, services, products, clients, consultants, employees, suppliers, finances, proprietary computer software, website, know how, trade secrets, intellectual property, future product plans, future project plans and documentation in any form or medium whatsoever whether disclosed orally or in writing relating to any of the foregoing (including copies thereof).
Consultancy Services: those consultancy services (if any) which the Supplier agrees to provide to the Customer pursuant to an Order.
Consultancy Services Fees: any fees payable in respect of the Consultancy Services.
Customer: the customer identified in the Order.
Customer Content: any and all content, text, data, images, designs, graphics, documents, materials or other work product created, generated, provided or used by the Customer or its users in connection with the Services or the Platform, including any relating to Websites.
Customer Personal Data: any Personal Data Processed by the Supplier on behalf of the Customer.
Data Protection Laws: means (i) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data, (ii) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data. The terms ‘Controller’, ‘Processor’, ‘Process(ing)’, ‘Data Subjects’ and ‘Personal Data’ shall have the meaning given to them in the UK GDPR.
Effective Date: the date from which the Agreement commences, as set out in the Order.
Fees: the fees payable for the Services, as set out in the Order, and any other fees payable under the Agreement.
EU GDPR: means EU General Data Protection Regulation 2016/679.
Initial Term: the initial term of the Agreement, as set out in the Order.
Intellectual Property Rights: means copyright and related rights, trade marks, service marks, trade names and domain names, rights under licences, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, patents, rights to inventions, rights in designs, rights in computer software, database rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and applications, renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Normal Business Hours: 9.00 am to 5.30 pm local UK time, each Business Day, unless otherwise agreed for international customers.
Order: the Supplier order which accompanies these Terms.
Package: the level or package of Services the Customer has elected to take, as confirmed by the Supplier.
Payment Terms: the terms applying to invoicing and/or payment, as set out in the Order or otherwise agreed in writing.
Platform: the Supplier’s website platform and/or booking platform, details of which are available at https://www.bookingonline.co.uk/ and www.bouncycastlenetwork.com.
Services: the Subscription Services and, if applicable, the Consultancy Services.
Service Start Date: the date that provision of the Services commences, as stated in the Order.
Software: the software applications provided by the Supplier as part of the Services, including those relating to the Platform.
Subprocessor: any third party processor appointed by the Supplier in accordance with clause 11.
Subscription Fees: the fees payable for the Subscription Services.
Subscription Services: the subscription services to be provided by the Supplier, as described in the Order.
Technical Support: means either (i) support via email and/or online chat, or (ii) support via email, online chat and/or telephone support, depending on the Package the Customer has purchased.
Term: the Initial Term together with any subsequent Renewal Periods.
Third Party Content: any third party content or offerings, including any comprised in the Services.
UK GDPR: has the meaning give to it in the Data Protection Act 2018.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses, malware and other similar things or devices.
Website(s): any website created or developed by the Supplier for the Customer pursuant to the Services.
Work Product: all and any content, websites, deliverables, designs, software, data, documents, materials or other work product which are developed, created or generated by the Supplier in connection with the Services and/or the provision of the Platform and/or Software, including any relating to Website(s) or to templates for Website(s).
2. COMMENCEMENT & TERM
2.1 The Agreement shall commence on the Effective Date and shall continue for the Initial Term. Thereafter, the Agreement shall automatically renew for successive periods equal to the Initial Term (each a Renewal Period), unless:
(a) either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Term or Renewal Period, as applicable; or
(b) otherwise terminated in accordance with the provisions of the Agreement.
2.2 The Agreement supersedes all and any previous agreements in relation to the Services, including (without limitation) any non-disclosure agreements entered into by the parties in anticipation of the provision of the Services.
3.1 In consideration of the Customer’s payment of Fees and compliance with the terms of the Agreement, the Supplier shall provide the Subscription Services and grant the Customer a non-exclusive, non-sub-licensable, non-transferable licence to use the Subscription Services, Platform and Website(s) for the Term solely for the Customer’s internal business purposes. Except for the foregoing licence, the Customer has no other rights in or to the Platform or the Website(s), each of which must be used strictly in accordance with the terms of the Agreement.
3.2 The Supplier shall use commercially reasonable endeavours to provide the Subscription Services on a 24/7 basis, except for:
(a) planned maintenance notified by the Supplier; and
(b) unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 6 hours' notice in advance.
3.3 The Supplier will, during Normal Business Hours, provide Technical Support applicable to the Subscription Services the Customer has elected to take, to be provided via the Supplier’s designated ticketing system unless otherwise agreed. Support tickets raised via the ticketing system will be acknowledged within 1 Business Day of receipt with the aim of resolving issues within 3 Business Days, it being accepted that complex issues or those requiring investigation or further information make take longer. No support obligations or levels apply to any non-standard support requests, which shall be subject to charges if they require the involvement of the Supplier’s development team. For the avoidance of doubt, Supplier support obligations apply only to the Subscription Services purchased by the Customer, and do not include or apply to the provision of additional feature(s) or functionality.
3.4 The Supplier will provide the Consultancy Services in a timely and professional manner, using reasonable endeavours to comply with any time schedules agreed in writing with the Customer. Any such times or dates shall be estimates only and time for performance by the Supplier shall not be of the essence.
3.5 If any Consultancy Services are cancelled or postponed by the Customer, or its representative, prior to commencement the following fees are payable:
(a) If notification is given 5 or more working days before the scheduled Service start, there will be no cancellation charge.
(b) If notification is given more than 1, but less than 5 working day(s) before the scheduled Service start, the cancellation charge will be 50% of the applicable Consultancy Services Fees.
(c) If notification is given 1 working day or less before the scheduled Service start, the cancellation charge will be 100% of the applicable Consultancy Services Fees.
Once the Consultancy Services have commenced, they may only be terminated in accordance with the Agreement.
3.6 The Supplier shall ensure that the personnel engaged in providing the Services will be suitably qualified and have the necessary levels of skill and expertise required to carry out any tasks for which they are responsible. The Supplier may make changes to personnel if needed and provide replacements of similar status and experience.
3.7 During the Agreement and for a period of  months thereafter neither party shall, without prior agreement from the other party, directly and/or indirectly entice or attempt to entice away from employment, employ, engage and/or otherwise use the services of any individual who was an employee or representative of the other party involved in the performance of the Services.
3.8 The rights provided under this clause 3 are granted to the Customer only, and unless otherwise agreed in writing by the Supplier shall not be considered granted to any subsidiary or holding company of the Customer or any associated or affiliated company.
4.1 The Supplier reserves the right to make changes to the Services, including (without limitation) changes which are necessary to comply with applicable law or safety requirements or which do not materially adversely affect the nature or quality of the Services. The Customer acknowledges and accepts that the Supplier may make the said changes, if necessary without the need for notification, provided they do not materially adversely affect the Services.
4.2 Subject to clause 4.1, either party may request a change to the Services at any time during the term of the Agreement, including requests to modify, vary or upgrade the Services. Customer requests must be raised via the Supplier’s ticketing system and accompanied by such information as the Supplier may reasonably require in connection with the request. A change to the Services will be effective only when the change request is agreed by the parties. The parties agree to act promptly and in good faith with respect to change requests and shall not unreasonably delay or withhold consent to the same. Any request for a downgrade in the level of Subscription Services will be subject to a charge, details of which will be provided upon request.
5. CHARGES AND PAYMENT
5.1 Fees are payable in accordance with the Payment Terms. The Subscription Fees are a commitment for the entire Term and apply to only those aspects of the Customer Package which are expressly described in the Supplier’s documentation or on its website; anything else will be subject to further charge.
5.2 All UK customers must pay through a monthly direct debit instruction, with payment dates on either the 1st or 15th of each month. International customers shall pay via GoCardless, with the first payment commencing either on the date they provide payment card information or the following working day. Alternatively, international payments can be made through annual invoices.
5.3 Administration charges apply in the event of late payment or non-payment and/or if any request is made to downgrade the Customer’s Services; details of which are available from the Supplier. Customers must provide a minimum of 30 days’ notice of any intended cancellation of a direct debit instruction.
5.4 All amounts and Fees:
(a) shall be payable in GBP unless otherwise agreed;
(b) are non-cancellable and non-refundable;
(c) are payable in full, net of all charges, and without set-off, deduction or withholding; and
(d) are exclusive of value added tax or other local taxes, which shall be added to the Supplier's invoice(s) at the appropriate rate.
5.5 No refunds will be payable following the completion of (i) successful Customer domain name registrations and/or renewals, or (ii) the creation of additional email accounts.
5.6 The Supplier may increase Subscription Fees upon service of 30 days’ notice prior to the expiry of the Initial Term or Renewal Period, as applicable.
6. SUPPLIER'S OBLIGATIONS
6.1 The Supplier shall perform the Services with reasonable skill and care.
6.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
6.3 The Supplier warrants that it has and will maintain all licences, consents, and permissions necessary for the performance of its obligations under the Agreement. The Supplier does not warrant that the Customer's use of the Services will be uninterrupted or error-free, or that the Services and/or the information obtained by the Customer through the Services will meet the Customer's requirements.
7. CUSTOMER'S OBLIGATIONS
7.1 The Customer shall:
(a) Promptly provide the Supplier with:
(i) all necessary co-operation in relation to the Agreement; and
(ii) such documents, data, drawings, plans, diagrams, designs, reports, specifications or other information as the Supplier may reasonably require;
in order to provide the Services, including but not limited to Customer Content, security access information and configuration services, and ensure all information is complete, true and accurate in all material respects;
(b) appoint a representative, who shall have the authority contractually to bind the Customer on matters relating to the Services;
(c) make available such Customer staff and applicable sub-contractors or suppliers (if any) as may be required for the Supplier to provide the Services and ensure that they co-operate fully with the Supplier in all material respects;
(d) carry out all Customer responsibilities in a timely and efficient manner and promptly and consistently attend all scheduled calls;
(e) ensure that the Services are used in accordance with the Agreement (the Customer accepting responsibility for any breach of the Agreement);
(f) obtain and maintain all licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under the Agreement;
(g) ensure that its network and systems comply with the relevant specifications or standards provided by the Supplier from time to time;
(h) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet; and
(i) comply with all applicable laws and regulations with respect to its activities under the Agreement.
7.2 The Customer acknowledges that the Supplier’s ability to provide the Services depends on the Customer satisfactorily complying with the obligations stated in this Agreement and that should the Customer delay or fail to perform any such obligations then the Supplier will not be liable in any way for any delay, loss or damage, cost increase or other consequences arising from such failure.
7.3 The Customer undertakes to use the Services, the Platform and the Website(s) only for lawful purposes and that it shall not, and shall not permit or enable others to, use the same in any way (i) that breaches any applicable local, national or international law or regulation, (ii) that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect, (iii) for the purpose of harming or attempting to harm anyone, including minors, or in any manner which will, or is likely to, infringe the personal rights of others, (iv) that will, or is likely to, infringe the copyright, trade mark, trade secret or other intellectual property rights of others; (v) in connection with any defamatory, indecent, obscene, offensive, threatening or abusive conduct or activity, (vi) for any immoral purposes; or (vii) to knowingly transmit any data, send or upload any material that contains viruses, trojan horses, ransomware, worms, time-bombs, bots, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware; or (viii) in any way that is inconsistent with these Terms.
7.4 The Customer shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Agreement,
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means;
(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
(c) translate, modify or create derivative works of the Platform or the Software or attempt to create a product which is visually or functionally similar to the Platform or the Software;
(d) access all or any of the Software or Platform in order to build a product or service which competes with those of the Supplier;
(e) use the Services to provide services to third parties, unless otherwise agreed in writing; or
(f) subject to clause 24.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Subscription Services and/or Platform available to any third party, or
(g) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Platform, other than as provided under this clause 7.
7.5 The Customer shall indemnify and hold the Supplier harmless from and against any and all losses, damages or costs resulting from the Customer’s breach of the terms of the Agreement.
7.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, shall promptly notify the Supplier.
8. CUSTOMER CONTENT
8.1 The Customer is fully responsible for all and any (i) Customer Content, including its creation, updating and management, which the Customer controls via the administration facilities available on the Platform, and/or (ii) products or services provided by the Customer via the Website(s), including ensuring they meet all legal, regulatory and compliance requirements and that they do not infringe third party rights. The Customer accepts full responsibility in those respects, including with respect to enforcement, dispute resolution, content removal or otherwise.
8.2 The Customer represents and warrants that it shall (i) own all right, title and interest in and to Customer Content, (ii) have sole responsibility for the legality, reliability, integrity, accuracy and quality of Customer Content, and/or (iii) obtain all permissions, consents and other authorisations required for the use of Customer Content.
8.3 The Customer hereby grants the Supplier a non-exclusive, royalty-free, worldwide right and licence to use the Customer Content, and any Bespoke Branding assigned pursuant to clause 9.2 below, for all purposes connected with the provision of the Services, including in connection with the use of the Platform and Website, in accordance with, and for the term of, this Agreement.
8.4 The Supplier’s liability in relation to any data loss or corruption of Customer Content will be limited to that resulting from its failure to comply with any contractual commitments regarding data backup, if any, and the Supplier does not otherwise accept responsibility for data loss or damage of any kind. The Customer acknowledges and agrees that it will provide the Supplier with only a copy of the Customer Content, the original version of which the Customer shall retain and be responsible for ensuring its security and backup.
8.5 The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Content caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Content maintenance and back-up).
8.6 The Customer accepts that the processing of electronic communications is a fundamental requirement for the provision of the Services and consents to the interception and storage of electronic communications and Customer Content in connection with the Services. The Customer accepts that electronic communications involve transmission over the Internet, and over other networks, which are outside the Supplier’s control and accepts the risks associated with the same, including risks of delays, failures and loss/damage, and potential access by unauthorised parties.
9. PROPRIETARY RIGHTS
9.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Services, the Platform and the Software. Except as expressly stated herein, the Agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services, Platform or Software.
9.2 All Intellectual Property Rights in Work Product shall be owned by the Supplier. In consideration of the Customer complying with its obligations under this Agreement, including with respect to payment, the Supplier shall (i) assign to the Customer any rights created by the Customer in relation to Bespoke Branding pursuant to the Services; and (ii) grant the Customer a non-exclusive, non-sub-licensable, non-transferable licence to use the Work Product and the Background IPR to the extent reasonably required for the Customer’s use and receipt of the Services, the Platform and the Website(s) in accordance with, and for the term of, this Agreement.
9.3 Subject to any applicable confidentiality obligations, the Customer hereby acknowledges that the Supplier may use any knowledge or knowhow gained from working with the Customer under this Agreement (including ideas provided by the Customer) including to enhance, update, upgrade, correct, add to or amend the Services, the Platform or the Software. The Customer hereby agrees that the 'Member of Booking Online' logo or the ‘Booking Online’ logo will be featured on the Website.
9.4 ‘Booking Online’, ‘Bouncy Castle Network (BCN)’ and their respective logos are trade marks owned by the Supplier and all rights therein are specifically reserved. Any use by the Customer shall require the prior consent of the Supplier. The Customer agrees that the Supplier may use the Website(s) and the Customer Content for marketing and credentials purposes.
10. WEBSITE(S), EMAIL, DOMAIN(S) AND SEO
10.1 All rights in or relating to the design and layout of Websites, including all rights in or relating to Website templates, shall belong to the Supplier. The Customer’s rights relating to Websites shall, unless otherwise agreed, be limited to those described in clauses 3.1 and 9.2 above. Websites must not be replicated or revised without the Supplier’s prior consent.
10.2 The Supplier will provide the Customer with initial website designs and layout following its acceptance of a corresponding Order. The Customer may make reasonable requests for amendments at this stage, save that the Customer accepts there are only limited ways in which Supplier templates may be edited. Once the Customer approves the design, the Supplier will develop the Website based on this initial design. Any requests for changes after approval of the initial design shall be subject to additional charges based on time incurred and chargeable at the Customer’s then current hourly rates and any requests for termination of the design process after approval of initial designs shall be chargeable on the same basis. By approving a website design, the Customer confirms it is satisfied with the design and that no refunds can be made in respect of it.
10.3 One business-class email inbox is provided for each Website, which includes an unlimited number of forwarder email addresses. Additional mailboxes or increases in mailbox capacity are subject to additional charges. The Supplier is not responsible for any mailboxes which the Customer sources from third party providers, such as Gmail or Hotmail, or for any problems or issues concerning those mailboxes, full responsibility for which rests with the Customer.
10.4 A single .co.uk or .com domain is provided with each Website. Additional .co.uk or .com domains or other top-level domains will be provided wherever available and shall be subject to additional charges. Payments made for domains are non-refundable but domains can be transferred at any time at the Customer’s request. No refunds or deductions are available should Customers choose to provide their own domain(s).
10.5 Any Supplier advice or guidance relating to digital marketing, search engine optimisation (SEO) or website content is provided on the basis that there are no guarantees or promises concerning the results or level of business which may be achieved from such advice, guidance or support. The Customer is responsible for taking any and all decisions or actions based on any Supplier advice, and for the results or outcomes achieved.
10.6 All descriptions provided by the Supplier, including those on its website and any relating to Packages or Services, are exhaustive and anything not expressly included in those descriptions is not covered and may be subject to further or additional charge.
11. PROCESSING OF CUSTOMER PERSONAL DATA
11.1 With respect to the parties' rights and obligations under the Agreement (and solely to the extent that Supplier processes any Customer Personal Data pursuant to the Agreement), the parties agree that Customer is the Controller and that Supplier is the Processor.
11.2 The Supplier agrees to:
(a) take appropriate technical and organisational measures against the unauthorised or unlawful processing of the Customer Personal Data and against accidental loss or destruction or damage, by:
(i) taking reasonable steps to ensure the reliability of any Supplier personnel who have access to the Customer Personal Data; and
(ii) ensuring a level of security appropriate to the harm that may result from such unauthorised or unlawful processing or accidental loss, destruction or damage and appropriate to the nature of the Customer Personal Data;
(b) process Customer Personal Data only in accordance with Customer’s instructions; and
(c) provide to Customer such information regarding compliance with clauses 11.2(a) and 11.2(b) as it may from time to time reasonably require to enable Customer to comply with its obligations as the data controller in respect of the Customer Personal Data.
11.3 The Supplier shall comply with all applicable Data Protection Laws in the Processing of Customer Personal Data. The provisions of Articles 28(3)(a) to 28(3)(h) of UK GDPR shall be incorporated into this Agreement as binding obligations on Supplier.
11.4 The Customer warrants and represents that (i) it has complied, and will at all relevant times comply, fully with all applicable laws in respect of the Customer Personal Data, including Data Protection Laws, (ii) it has a suitable legal basis for permitting the Supplier to Process the Customer Personal Data under the Agreement, and (iii) such Processing will not infringe third party rights, including the rights of any Data Subject.
11.5 The Customer hereby consents to the Supplier transferring Customer Personal Data to any country or territory outside the UK (including any specified in the Order) as reasonably necessary for the provision of the Services provided the Supplier complies with the requirements of the UK GDPR.
11.6 Customer hereby authorises Supplier to appoint (and permit each Subprocessor appointed in accordance with this clause 11.6 to appoint) Subprocessors in accordance with this section 9 and any restrictions in the Agreement provided that in doing so the Supplier complies with the terms of Article 28(4) UK GDPR. The Supplier will upon request provide the Customer with copies of its agreements with Subprocessors, which may be redacted to remove confidential commercial information not relevant to the requirements of this Agreement.
12.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party's Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
12.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of the Agreement.
12.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.
12.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
12.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.
12.6 This clause 12 shall survive termination of the Agreement, however arising.
12.7 No party shall make, or permit any person to make, any public announcement concerning the Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
13. THIRD PARTY PROVIDERS AND CONTENT
13.1 The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase or acquire products or services from third parties, including Third Party Content and that it does so entirely at its own risk. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
13.2 Websites enable Customers to manage online payments through a variety of payment platforms, including PayPal or WorldPay, details of which are available on the Supplier’s website (https://www.bookingonline.co.uk/ and www.bouncycastlenetwork.com). That process is an arrangement exclusively between the Customer and the relevant platform provider, whereby money is paid directly into the Customer’s relevant account without any involvement or responsibility on the part of the Supplier. The Customer agrees not to use the Services, Platform or Website to host sensitive data, such as credit or debit card details, and the Supplier reserves the right to automatically remove that data at its discretion.
14. LIMITATION OF LIABILITY
14.1 This clause 14 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, officers, agents and sub-contractors) to the Customer:
(a) arising under or in connection with the Agreement;
(b) in respect of any use made by the Customer of the Services, the Platform and/or the Software or any part of them; and
(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.
14.2 Except as expressly and specifically provided in the Agreement:
(a) the Customer assumes sole responsibility for results obtained from the use of the Services and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;
(b) 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 the Agreement, including (without limitation) any implied term(s) as to satisfactory quality or fitness for purpose;
(c) the Supplier’s responsibility with respect to Viruses shall be limited to using up to date commercial Virus checking software and the Customer accepts that the Supplier shall have no further responsibility or liability in that respect.
14.3 Nothing in the Agreement excludes the liability of the Supplier:
(a) for death or personal injury caused by the Supplier's negligence;
(b) for fraud or fraudulent misrepresentation; or
(c) for any other liability which may not be excluded or limited under applicable law.
14.4 Subject to clause 14.3:
(a) the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for (i) any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, in each case whether direct or indirect, or (ii) any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Agreement; and
(b) the Supplier's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the total Fees paid or payable in respect of the Applicable Period in which the event or events leading to the claim arose.
15.1 Without prejudice to any other right, power or remedy and without liability, the Supplier reserves the right to limit or suspend the Services and access to the Platform and/or Website:
(a) if it is reasonably necessary to protect the interests of the Customer or the Supplier, or the interests of any third party (including other customers) and/or to protect the security or operation of the Supplier’s systems or network or those of its customers;
(b) if the Customer breaches any of the terms of the Agreement or the Supplier reasonably believes the Customer has breached or is about to breach;
(c) if the Customer fails to pay any Fees when due;
(d) if the Customer fails to cooperate regarding any suspected or actual breach of the terms of the Agreement; or
(e) if required to do so by law or further to a request from any regulatory or governmental authority.
15.2 The Supplier may deactivate access to the Platform and the Website in the event of late payment or non-payment. Customers will be billed up to the point of termination, even if access to the administration panel has been turned off as a result of non-payment.
15.3 The Supplier may also temporarily suspend all or any part of the Services for the purpose of repair, maintenance or improvement of any systems. The Supplier shall use all reasonable endeavours to keep any such suspensions to a minimum and to carry out such works outside normal working hours wherever possible.
15.4 The Supplier shall not be liable for any suspension of the Services under the above circumstances and the Customer shall not be entitled to any setoff, discount, refund or other credit as a result of such suspension and/or disconnection and the Customer agrees that any such downtime will be exempt from measurement under the Service Level Agreement.
16.1 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(c) the other party is or may be (in the reasonable opinion of the first party) unable to pay its debts or has a receiver, administrator, administrative receiver or liquidator or similar appointed or calls a meeting of its creditors or ceases for any other reason to carry on business
16.2 On termination of the Agreement for any reason:
(a) All rights and licences granted under the Agreement shall immediately terminate;
(b) the Customer shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the Supplier;
(c) the Supplier may destroy or otherwise dispose of any of the Customer Content in its possession;
(d) the Website(s) and any email addresses will be turned off and domains will be set to ‘not renew’, save that Customer domains can be transferred at any time before the domain expires; and
(e) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
16.3 The Customer is responsible for backing up all Customer Content, including emails, prior to the date of termination or expiry of the Agreement. Charges will apply in the event that the Customer chooses to reactivate the Website(s), details of which will be provided at the relevant time.
17. FORCE MAJEURE
The Supplier shall have no liability to the Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, epidemic, pandemic, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
If there is an inconsistency between any of the provisions of the Agreement, the Terms shall prevail over the Order unless the Order specifically states otherwise.
No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
21. RIGHTS AND REMEDIES
Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
22.1 If any provision (or part of a provision) of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
22.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
23. ENTIRE AGREEMENT
23.1 The Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
23.2 Each of the parties acknowledges and agrees that in entering into the Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Agreement or not) relating to the subject matter of the Agreement, other than as expressly set out in the Agreement.
24.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
24.2 The Supplier 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 the Agreement.
25. NO PARTNERSHIP OR AGENCY
Nothing in the Agreement 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).
26. THIRD PARTY RIGHTS
The Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
27.1 Any notice required to be given under the Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in the Agreement, or such other address as may have been notified by that party for such purposes.
27.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
28. GOVERNING LAW
The 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.
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 the Agreement or its subject matter or formation (including non-contractual disputes or claims).