(1) Out There Today Limited whose address is Willow House Park West Sealand Rd Chester CH1 4RW (‘Out There’) and
(2) The Person Firm or Company whose details appear on the Order Form (‘The Advertiser’)
2.1 “Order Form” means the completed online or hard copy subscription request form.
2.2 “Advertising” means digital advertising to be provided for the Advertiser by ‘OUT THERE’ in accordance with this Agreement.
2.3 “Agreement” means the Order Form and these Terms and Conditions which are incorporated into the same.
2.4 “Fees” means the payments and fees referred to in the Order Form to be paid in accordance with Clause 8 below.
2.5 “Intellectual Property Rights” means copyright trade marks trade names database rights rights in undisclosed or confidential information and other similar or related intellectual property rights whether registered or not.
3. Obligations of ‘OUT THERE’
3.1 ‘OUT THERE’ will schedule the Advertising as agreed with the Advertiser and will deliver all promotional campaigns as per the Agreement.
3.2 ‘OUT THERE’ agrees to provide all levels of access required as per the agreement.
4. Obligations of The Advertiser
4.1 The Advertiser will be responsible for the payment of Fees in accordance with Clause 8 and will be deemed to have full authority in all matters connected with the booking of Advertising and the approval or amendment of the Advertising.
4.2 The Advertiser bears all the risk associated with providing the Advertising and confirms it has the rights to use whatever images it uses and will be responsible for both the provision of the content and its accuracy at all times.
4.3 The Advertiser will ensure that the Advertising conforms with all relevant laws and codes of advertising and will ensure that the Advertising will not contain any material that is defamatory offensive libellous or blasphemous or which infringes the right of third parties. ‘OUT THERE’ reserves the right to remove any Advertising if deemed appropriate or if instructed to do so by any regulatory body.
5. Provision of Advertising Content
5.1 All Advertising and promotional details (including artwork offers and scheduling preferences) will be delivered to ‘OUT THERE’ by the Advertiser. In the event that such Advertising is not delivered on time then ‘OUT THERE’ will use reasonable endeavours to meet the promotional/campaign deadline but reserves the right to send out the previous promotion/campaign instead.
5.2 The Advertiser will supply original creative work.
5.3 ‘OUT THERE’ will always act in good faith to attempt to achieve the best results possible. No guarantees are made about e mail deliverability, numbers of recipients, open rates, click through rates, number of enquiries, number of visitors and number of bookings - all of which are beyond its control
6. Initial Term/Renewal
The initial term of this Agreement will be for twelve (12) months (‘initial term’) commencing on the date of this agreement. At the expiration of the initial term, this Agreement will automatically renew for another year (a “Renewal Term” and collectively with the initial Term the “Term”) unless the Advertiser provides ‘Out There’ with notice of its intention not to renew this Agreement at least thirty (30) days prior to the expiration of the then current term.
Cancellation must be made by telephoning the Accounts Department on 0151 347 9333 during office hours (9am to 5.15pm Mon-Thurs and 9am to 4pm Fri) and give official notice of cancellation. ‘Out There’ will sent a confirmation of cancellation once cancelled.
7. Free Trial Offer
‘Out There’ may from time to time promote free trial offers for annual subscription plans the terms of which are detailed below (‘Free Trial Offer’)
Whenever Advertisers take up ‘Out There’ subscriptions through free trial offers, their debit/credit card will be debited 30 days after initial sign up.
The free trial offer will run for thirty (30) days.
Advertisers must have a valid payment instrument (credit card or debit card or other permitted payment method) on file in their Account to initiate Free Trial Offers.
‘Out There’ may request a temporary authorisation from the financial institution issuing card or other payment instrument in order to confirm the validity of the card or other payment instrument and to verify Advertiser eligibility to participate in Free Trial Offers.
Advertising agreed in connection with Free Trial Offers will be provided subject to such verification and will be revoked if verification fails.
Upon expiration of the Free trial period, Advertisers will automatically be enrolled into the related annual subscription plan (the ‘Get Out There’ package providing Website advert, mobile app advert, performance analytics, and log in area) and ‘Out There’ will charge the Advertiser default payment instrument the relevant monthly or annual fee (as applicable).
ADVERTISERS MUST CANCEL THEIR FREE TRIAL PRIOR TO THE END OF THE FREE TRIAL OFFER PERIOD TO AVOID CHARGES. To cancel the trial advertisers MUST telephone the Accounts Department on 0151 347 9333 during office hours (9am to 5.15pm Mon-Thurs and 9am to 4pm Fri) and give official notice of cancellation within 28 days of the commencement of the Free Trial. ‘Out There’ will send a confirmation of cancellation once cancelled. If no notice of cancellation is received within the 28 days, the free trial will roll into an annual subscription contract, the terms covering the same being dealt with elsewhere in these Terms and Conditions.
Free Trial Offers are limited to one per business (unless otherwise agreed).
Annual subscription packages can be upgraded by the Advertiser at any time via the advertiser log in portal.
8.1 The Fees for Advertising include charges for Account creation, the design, production and display of Advertising on the website www.Out There.today, mobile applications, and any/all e mail promotions/campaigns, featured or otherwise.
8.2 Invoices will be sent to the Advertiser’s address which appears on the Order Form and the Advertiser agrees to pay the Fees (i) within the number of days shown on the invoice where an annual package price has been agreed or (ii) by BACS to Account number 30774596 Sort Code - 20-50-82 or (iii) by Direct Debit where a monthly package has been agreed. Queries regarding invoices must be submitted to ‘OUT THERE’ by email (accounts@OutThere.today) within seven (7) days of the date of the invoice.
8.3 The Advertiser will be liable to pay interest on any amount not paid when due at the rate of 4% above Barclay’s Bank base rate in force from time to time from the due date until the actual date of payment.
9.1 This Agreement cannot be cancelled by the Advertiser during the Initial Term or Renewal Term.
9.2 This Agreement can be cancelled at the end of the Initial Term and the Renewal Term pursuant to Clause 6 by giving at least one (1) months’ written notice.
10. Warranties Liability Indemnity
10.1 In addition to any other rights provided under this Agreement ‘OUT THERE’ has the right to see Advertising prior to commitment of display and will have the right to refuse to display or to continue to display any Advertising for any reason including Advertising which does not comply with the Advertiser’s warranties and undertakings detailed in this Agreement and/or which differs in any material respect from the Advertising specified at the time of booking or subsequently changed without the approval of ‘OUT THERE’.
10.2 The Advertiser will fully indemnify keep fully indemnified and hold harmless ‘OUT THERE’ against all actions proceedings costs damages expenses claims demands and liabilities arising from or in connection with the Advertiser’s negligence or any breach by the Advertiser of this Agreement or in any manner howsoever arising.
11.1 ‘OUT THERE’ can terminate this Agreement by giving written notice to the Advertiser if the Advertiser commits any material breach of any of the provisions of this Agreement and either:
11.1.1 the breach is not capable of remedy; or
11.1.2 if the breach is capable of remedy (including but not limited to where the Advertiser has failed to pay the Fees within the required time periods) and the Advertiser fails to remedy it within 48 hours after receiving a written notice from ‘OUT THERE’ containing full particulars of the breach requiring remedy.
11.1.3 In both circumstances in 11.1.1 and 11.1.2 the full Fees for the term remain payable.
11.2 Either party can terminate this Agreement forthwith by notice in writing to the other party if the other party enters into liquidation otherwise than for the purpose of an amalgamation or reconstruction save in circumstances approved by the first party; or the other party ceases to carry on business has a receiver or administrator appointed over its assets or undertakings enters into any arrangement with its creditors or takes or suffers any similar action in consequence of a debt or other liability.
11.3 Termination by either party will be without prejudice to any rights which may have accrued at the date of termination.
During the period of this Agreement the parties will use reasonable endeavours to ensure that the details of this Agreement and any proprietary or confidential information relating to the business products accounts finance or contractual arrangements or other dealings transactions technical information or trade secrets of the other party are not disclosed.
13.1 The parties hereby acknowledge and agree that:
13.2 This Agreement is personal to the Advertiser.
13.3 No failure delay or neglect by either party to enforce at any time any provision of this Agreement will be construed as nor will it be deemed a waiver of that party’s right in respect of such provision nor will it in any way affect the validity of this Agreement nor prejudice that party’s rights.
13.4 Except where provided for in this Agreement no variation will be binding on either party unless in writing and agreed between both parties.
13.5 No person who is not a party to this Agreement will be entitled to enforce any of its terms pursuant to the Contracts (Rights of Third Parties) Act 1999.
13.6 Any notice to be given under this Agreement will be in writing and will be deemed to be effectively served if sent by first class registered post to the Advertiser and to ‘OUT THERE’ at their respective registered offices.
13.7 This Agreement contains the entire agreement and understanding of the parties and supersedes all prior agreements understandings or arrangements (oral and written) relating to the subject matter of this Agreement.
13.8 This Agreement shall be governed and construed in accordance with the laws of England and Wales and the parties hereby agree to submit to the exclusive jurisdiction of the courts of England and wales.
13.9 Each party hereby acknowledges and consents to the other party without further notice electronically recording telephone conversations between their respective representatives in connection with the Agreement or other commercial matters between them.
VALID as from August 2018