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THE
PLACES2EAT-SLEEP-DRINK.COM ONLINE DIRECTORY
(LOYALTY / REWARD
SCHEME ADVERTISERS)
STANDARD TERMS AND
CONDITIONS OF SUPPLY
This
agreement contains the terms and conditions on which the places2eat-sleep-drink.com
Loyalty / Reward Scheme Advertisers are
to be bound.
1. Interpretation
1.1
Definitions
1.1.1 "Advertisement"
means any advertisement featuring the Loyalty Scheme Advertisers discounts or
rewards.
1.1.2 "Discounts or rewards" means the agreed discounts provided by
the Loyalty Scheme Advertisers or by the various Loyalty Scheme Advertisers
which are to be promoted, marketed, displayed and advertised in the Directory
or on our Website as set out on the Registration Form and/or agreed by the
parties from time to time;
1.1.3 "Loyalty Scheme Advertisers" means the supplier of discounts or
rewards identified on the Registration form who have entered into an
arrangement with The places2eat-sleep-drink.com online directory to supply
goods or services to the Members at an agreed discount.
1.1.4 "Copy" means any documents or other materials, and any data or
other information provided by the Loyalty Scheme Advertisers in relation to the
discounts or rewards.
1.1.5 "Artwork" means any logo, photograph, plan, design, drawing,
picture or other image, or any other record of any information in the format of
high resolution camera ready artwork and includes files in high resolution
digital format such as gif, tif, pdf, jpg, quark with embedded elements to be
supplied by the Loyalty Scheme Advertisers in relation to the discounts or
rewards.
1.1.6 "Card" means any card issued to the Members by The places2eat-sleep-drink.com
online directory;
1.1.7 "Contract" means the contract for the provision of the Service
and consisting of the Registration Form and these Terms;
1.1.8 "Directory" means the directory featuring a list of all Loyalty
Scheme Advertisers and the Discounts or rewards to be supplied to all Members;
1.1.9 "Members" means the persons who have registered
with The places2eat-sleep-drink.com online directory and paid the annual fee
for the Card in order to be eligible to take advantage of the discounts or
rewards;
1.1.10 "Registration Form" means the registration
form completed by you on our Website
1.1.11 "Service" means the promotion and marketing of the discounts or
rewards and Loyalty Scheme Advertisers in the Directory and on our Website;
1.1.12 "The places2eat-sleep-drink.com online directory" means Trimast
Systems Limited, Registered in England and Wales, Registration Number: 4628392 trading
as The places2eat-sleep-drink.com online directory whose principal place of
business is at 7 Oaktree View, Crossgates, Llandrindod Wells, Powys, LD1 6HN;
1.1.13 "Terms" means the terms and conditions set
out in this document;
1.1.14 "Web Site" means The places2eat-sleep-drink.com online
directory's web site located at http://www.places2eat-sleep-drink.com, http://www.places2eatsleepdrink.com,
http://www.places2eat-sleep-drink.co.uk or http://www.places2eatsleepdrink.co.uk
1.2 The headings in these Terms are for convenience only and
shall not affect their interpretation.
1.3 The use of any gender includes the others. The use of the
singular includes the plural and vice versa.
1.4 The use of the word "including" is only intended to
illustrate particular examples, and its use and the use of such examples is not
intended to limit in any way whatsoever the interpretation or construction of the Contract or any words in
the Contract.
2. The Service
2.1 The places2eat-sleep-drink.com online directory shall provide
the Service to the Loyalty Scheme Advertisers subject to these Terms. Any changes or additions to the Service or
these Terms must be agreed in writing by duly authorised representatives of The
places2eat-sleep-drink.com online directory and the Loyalty Scheme Advertisers.
3. Supply of the Service
3.1 The Loyalty Scheme Advertisers shall on request by The
places2eat-sleep-drink.com online directory and at the Loyalty Scheme
Advertisers expense supply to The places2eat-sleep-drink.com online directory
details of the discounts or rewards and all necessary Copy and other necessary
materials in the format specified by The places2eat-sleep-drink.com online
directory. The Loyalty Scheme Advertisers shall ensure the accuracy of all such
materials.
3.2 The Loyalty Scheme Advertisers shall at its own expense
retain duplicate copies of all materials provided under clause 3.1. The Loyalty Scheme Advertisers shall insure
against the accidental loss or damage of Copy or other materials. The
places2eat-sleep-drink.com online directory shall have no liability for any
such loss or damage, howsoever caused. All such material shall be at the sole
risk of the Loyalty Scheme Advertisers at all times.
3.3 Subject to any further terms agreed, the Loyalty Scheme
Advertisers shall pay a reasonable sum, which, in The
places2eat-sleep-drink.com online directory sole discretion, is required as a
result of the Loyalty Scheme Advertisers instructions or lack of instructions,
or any other cause consequent on the Loyalty Scheme Advertisers actions or
inactions.
3.4 The Service shall be provided in accordance with the Registration
Form and subject to these Terms.
3.5 The places2eat-sleep-drink.com online directory shall provide
the Loyalty Scheme Advertisers with the appropriate codes and/or passwords to
enable the Loyalty Scheme Advertisers to access the normal secure advertiser's
area on the website. The Loyalty Scheme Advertisers may modify, vary or add to
its discounts or rewards in this area. All changes will automatically be
submitted for approval by a person appointed to act on behalf of The
places2eat-sleep-drink.com online directory. The discount or reward shall only
be approved if it falls within the Terms and Conditions laid out within this
document. If the modified, varied or additional discounts or rewards fail to
comply with the Terms and Condition as laid out within this document then The
places2eat-sleep-drink.com online directory reserves the right to reject the
modification, variation or additional discount or reward and will duly inform
the Loyalty Scheme advertiser of this rejection.
3.6 Notwithstanding Clause 3.4, The places2eat-sleep-drink.com
online directory may correct any typographical or other errors or omissions in
any Copy without any liability to The places2eat-sleep-drink.com online
directory.
3.7 The places2eat-sleep-drink.com online directory may at any
time without notifying the Loyalty Scheme Advertisers make any changes to any
Advertisement which are necessary to comply with any applicable statutory
requirements, or which do not materially affect the nature or quality of the
Service.
3.8 The places2eat-sleep-drink.com online directory reserves the
right not to publish an Advertisement/discount or reward if The
places2eat-sleep-drink.com online directory believes that to do so would be in
bad taste or would offend moral decency or if the discounts or rewards or the Loyalty
Scheme Advertisers do not at The places2eat-sleep-drink.com online directory's
sole discretion meet the criteria set by it.
3.9 The places2eat-sleep-drink.com online directory may
sub-contract any part of the Service to third parties who shall include but not
be limited to web developers, printers, photographers, typesetters and
illustrators.
3.10 The Loyalty Scheme Advertisers shall provide the offer for a
minimum period of 12 months, which may be changed during this period of time as
agreed.
4. Intellectual property rights
4.1 The property and any copyright or other
intellectual property rights in:
4.1.1 any Copy must belong to the Loyalty Scheme Advertisers and the Loyalty
Scheme Advertisers represents and warrants that it has such rights;
4.1.2 any advertisement featuring the discounts or rewards shall
belong to The places2eat-sleep-drink.com online directory, subject to 4.1.1
above.
4.2 All information provided by either party which is designated
as confidential shall be kept confidential by either party. The foregoing shall not apply to any
documents or other materials, data or other information which are public
knowledge at the time when they are so provided by either party, and shall
cease to apply if at any future time they become public knowledge through no
fault of the other party.
4.3 The Loyalty Scheme Advertisers warrants that any Copy and its
use by The places2eat-sleep-drink.com online directory for the purpose of
providing the Service will not infringe the copyright or other rights of any
third party, and the Loyalty Scheme Advertisers shall indemnify and keep
indemnified the Supplier against any loss, damages, costs, expenses or other
claims arising from any such infringement.
5. Warranties and liability
5.1 The places2eat-sleep-drink.com online directory warrants to
the Loyalty Scheme Advertisers that the Service will be provided using
reasonable care and, as far as reasonably possible, in accordance with the
details on the Registration Form and at the intervals and within the terms
referred to in the Registration Form.
5.2 The places2eat-sleep-drink.com online directory shall have no
liability to the Loyalty Scheme Advertisers for any loss, damage, costs,
expenses or other claims for compensation arising from any Copy or instructions
supplied by the Loyalty Scheme Advertisers which are incomplete, incorrect,
inaccurate, illegible, out of sequence or in the wrong form, or arising from
their late arrival or non-arrival, or any other fault of the Loyalty Scheme
Advertisers.
5.3 The places2eat-sleep-drink.com online directory accepts no
responsibility in respect of any loss or damage alleged to have arisen through
delay in forwarding or omitting to forward any reply or responses they may
receive to a Loyalty Scheme Advertisers Advertisement/discounts or rewards.
5.4 Except in respect of death or personal injury caused by The
places2eat-sleep-drink.com online directory's negligence, or as expressly
provided in these Terms, The places2eat-sleep-drink.com online directory shall
not be liable to the Loyalty Scheme Advertisers by reason of any representation
(unless fraudulent), or any implied warranty, condition or other term, or any
duty at common law, or under the express terms of the Contract, for any loss of
profit or any indirect, special or consequential loss, damage, costs, expenses
or other claims (whether caused by the negligence of The
places2eat-sleep-drink.com online directory, its servants or agents or
otherwise) which arise out of or in connection with the provision of the
Service or its use by the Loyalty Scheme Advertisers.
5.5 The places2eat-sleep-drink.com online directory shall not be
liable to the Loyalty Scheme Advertisers or be deemed to be in breach of the
Contract by reason of any delay in performing, or any failure to perform, any
of the The places2eat-sleep-drink.com online directory's obligations in
relation to the Service, if the delay or failure was due to any cause beyond The
places2eat-sleep-drink.com online directory's reasonable control.
5.6 The Loyalty Scheme Advertisers warrants that any information
supplied in connection with the discounts or rewards is accurate, complete and
true.
5.7 The Loyalty Scheme Advertisers warrants that the discounts or
rewards complies with the requirements of all relevant legislation (including
subordinate legislation, the rules of statutorily recognised regulatory authorities and the
law of the European Economic Community) for the time being in force or
applicable in the United Kingdom.
5.8 The Loyalty Scheme Advertisers warrants that all Copy
submitted to the Supplier is legal, decent, honest and truthful and complies
with the British Code of Advertising Practice and all other relevant codes
under the general supervision of the Advertising Standards Authority.
5.9 The Loyalty Scheme Advertisers shall indemnify and keep The
places2eat-sleep-drink.com online directory indemnified against any claim made
by any third party for any loss, damages, costs, expenses or other claims
arising from any breach of the warranties contained in this clause or otherwise
arising from the publication of the Advertisement.
6. Termination
6.1 The places2eat-sleep-drink.com online directory shall be
entitled to terminate the Contract forthwith by notice in writing to the Loyalty
Scheme Advertisers in the event that:
6.1.1 the Loyalty Scheme Advertisers were to:-
(a) commit a material breach of the Contract which in the case
of a breach capable of remedy is not so remedied within 30 days;
(b) commence any meeting of creditors or pass a resolution for
winding up or suffer a petition for winding up or have an administrative
receiver or receiver appointed over the whole or part of its assets or suffer
the appointment of an administrator or being an individual have a bankruptcy
order made against him or compound with his creditors or come to any
arrangements with his creditors.
6.1.2 The places2eat-sleep-drink.com online directory was to receive a
significant number of substantiated complaints about the products or services
supplied by the Loyalty Scheme Advertisers.
7. General
7.1 These Terms (together with the terms set out in the
Registration Form) constitute the entire agreement between the parties,
supersede any previous agreement or understanding and may not be varied except
in writing between the parties as specified in condition 2.1. All other terms,
express or implied by statute or otherwise, are excluded to the fullest extent
permitted by law.
7.2 A notice required or permitted to be given by either party to
the other under these Terms shall be in writing addressed to the other party at
its registered office or principal place of business or such other address as
may at the relevant time have been notified pursuant to this provision to the
party giving the notice.
7.3 Any notice to be given under this Agreement shall be either
delivered personally or sent by first class recorded delivery post. Any such
notice is deemed to have been served at the time of delivery if personally
delivered, or if posted, 48 hours after posting.
7.4 Any notice sent by email, facsimile transmission or
comparable means of communication shall be deemed to have been duly given on
the day of dispatch provided that a confirming copy is sent to the other party
within 24 hours after transmission.
7.5 No failure or delay by either party in exercising any of its
rights under the Contract shall be deemed to be a waiver of that right, and no
waiver by either party of any breach of the Contract by the other shall be
considered as a waiver of any subsequent breach of the same or any other
provision.
7.6 The Contract shall be governed by the laws of
England, and the Loyalty Scheme
Advertisers agrees to submit to the non exclusive jurisdiction of the English
courts.
7.7 The places2eat-sleep-drink.com online directory may assign,
transfer or delegate any of its rights or obligations under this agreement.
7.8 If any provision of these Terms is held by an English Court or other competent authority to
be invalid or unenforceable in whole or in part, the validity of the other
provisions of these Terms and the remainder of the provision in question shall
not be affected.
Download
a copy of these terms and conditions (Word
Document)
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