(1) Perfect Getaways Ltd trading as ‘Out There’ whose address is Willow House Park West Sealand Rd Chester CH1 4RW(“Out There”)
(2) The Person Firm or Company whose details appear on the Order Form. (“The Advertiser”)
2.1 “Advertising” means digital advertising to be provided for the Advertiser by ‘OUT THERE’ in accordance with this Agreement.
2.2 “Agreement” means the Order Form and these Terms and Conditions which are incorporated into the same.
2.3 “Fees” means the fees referred to in the Order Form to be paid in accordance with Clause 7.
2.4 “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’
‘OUT THERE’ will schedule the Advertising as agreed with the Advertiser and will deliver any/all promotional e mail campaigns as and when required and requested subject to reasonable prior notice from the Advertiser.
4. Obligations of The Advertiser
4.1 The Advertiser will be responsible for the payment of Fees in accordance with Clause 7 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 any/all the risk associated with providing the Advertising.
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’ reserve 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 not less than fourteen (14) working days prior to the intended display of such content. 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 e mail promotion/campaign instead.
5.2 ‘OUT THERE’ will supply original creative work for the Advertiser for free and 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 or click through rates, all of which are are beyond its control
The initial term of this Agreement will be for the term of one (1) year (the “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.
7.1 The Fees for Advertising include charges for Account creation, the design, production and display of Advertising on the website www.outthere.today, the mobile version of the website, and any/all e mail promotions/campaigns, featured and/or otherwise.
7.2 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: 73912027 sort code: 20-50-36 or (iii) by Direct Debit where a monthly package has been agreed. Queries regarding invoices must be submitted to ‘OUT THERE’ by e mail ([email protected]) within seven (7) days of the date of the invoice.
7.3 The Advertiser will 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 until the actual date of payment.
7.4.1. This Agreement cannot be cancelled by the Advertiser during the Initial Term.
7.4.2. This Agreement can be cancelled thereafter by the Advertiser pursuant to Clause 6 by giving one (1) months’ written notice given at any time after the initial period of 12 months has expired.
8. Warranties Liability Indemnity
8.1 In addition to any other rights provided under this Agreement ‘OUT THERE’ will have the right to see Advertising prior to commitment of display and will have the right to refuse to display or continuing 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’.
8.2 The Advertiser will 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 whatsoever arising
9.1 ‘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:
9.1.1 the breach is not capable of remedy; or
9.1.2 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 3 days after receiving a written notice from ‘OUT THERE’ containing full particulars of the breach requiring remedy.
9.2 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.
9.3 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.
11.1 The parties hereby acknowledge and agree that:
11.2 It is acknowledged and agreed that this Agreement is personal to the Advertiser.
11.3 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.
11.4 Except where provided for in this Agreement no variation will be binding on either party unless in writing and agreed between both parties.
11.5 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.
11.6 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.
11.7 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.
11.8 This Agreement shall be governed and construed in accordance with the laws of England and the parties hereby agree to submit to the exclusive jurisdiction of the courts of England.