Terms and Conditions for the use of Britain On Show, Northamptonshire Enterprise Limited DMS
These are the terms on which you are using this site and therefore you need to be aware and accept them as stated. They cover all aspects of usage from you simply using the site to gain information, through you providing personal information when ordering brochures or booking from the site, to the responsibilities of the various parties when bookings are made. They are important to avoid any confusion in the future and we advise you to read them carefully before using the site.
1 Supply of the Service
We shall provide the Service to you subject to the User Terms. We may make any changes or additions or updates to the Service or these User Terms with or without notice to you and the most current version will be posted on Our Sites. By using the Service you are deemed to have accepted the User Terms.
2 Inputting Data on Our Sites
2.1 In order to use the Services you shall at your own expense and in accordance with our instructions either provide us with or input onto the System, as we may direct:
2.1.1 true, accurate, current and complete information about your business (“the Information”); and
2.1.2 maintain and promptly update the Information provided to us on Our Sites to keep it true, accurate, current, complete, correct, legible, in sequence and in the correct form.
2.2 If you provide any Information that is untrue, inaccurate, not current or incomplete, or incorrect, or illegible, or out of sequence or in the wrong form, or we have reasonable grounds to suspect that such Information is untrue, inaccurate, not current or incomplete or incorrect, or illegible, or out of sequence or in the wrong form we have the right to suspend or terminate your use of the Service.
2.3 Neither we nor any Customer shall have any liability to you for any loss, damage, costs, expenses or other claims for compensation whatsoever incurred by you arising from any Information or instructions or data whatsoever supplied by you which is untrue inaccurate not current incomplete, incorrect, illegible, out of sequence or in the wrong form, or arising from their late arrival or non arrival, or any other fault of you.
2.4 You warrant that any material whatsoever you supply us and/or put/or allow us to put onto Our Sites will not infringe the copyright or other rights of any third party, and you shall indemnify us against any loss, damages, costs, expenses or other claims arising from any such infringement.
2.5 You agree to indemnify and hold us and our subsidiaries, affiliates, employees, officers, agents, Intermediaries and partners harmless and keep us indemnified from and against any direct or indirect loss or damage (including, but not limited to, consequential loss and loss of profits, goodwill or business opportunities) claims proceedings costs and expenses whatsoever arising from any third party claim in relation to any content you input, upload, post or e-mail on or through Our Sites or your use of Our Sites.
3 Terms of Use of Our Sites and the Service
3.1 When a Customer places an order with you, which is accepted, we will send a voucher (by email, fax or post) on your behalf to the Customer confirming the acceptance of that order.
3.2 Where a contract is made between you and a Customer, we will be entitled to pass on your business details to that Customer and by putting your details on Our Sites you accept and consent to the passing on of your details.
3.3 You should note that any contract(s) made will be between you and a Customer. You will not be entering into a contract with us.
3.4 You agree to indemnify and hold us and our subsidiaries, affiliates, employees, officers, Intermediaries, agents or partners harmless and keep us indemnified from and against any direct or loss or damage (including, but not limited to, any indirect or consequential loss and loss of profits, goodwill or business opportunities) claims proceedings costs and expenses whatsoever arising from any third party claim in relation to any act of negligence or breach of any contract you enter into with a Customer.
4 Dealings with Customers
Further to terms 3.3 and 3.4, you agree and accept that your correspondence or dealings (business or otherwise) with, or participation in promotions of, any Customer found on or through the Service or Our Sites, including payment and delivery of related goods or services (including without limitation accommodation), and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such Customer. You agree that we shall not be responsible or liable for any loss or damage (including any indirect or consequential loss and loss of profits, goodwill or business opportunities) claims proceedings costs and expenses whatsoever incurred as a result of any such dealings or as a result of the presence of such Customer on the Service or on Our Sites or any breach of contract or negligence by a Customer.
5 Privacy Policy
5.1 The Information and certain other information about you is subject to our Privacy Policy. You should be aware that, by agreeing to the User Terms, you acknowledge that we may use this information in accordance with the terms of our Privacy Policy and, in particular, you consent to the fact that this information may be made available over the Internet as part of the Service.
5.2 You must review our Privacy Policy before proceeding and if you do not you will be in breach of these terms and conditions.
6 On Line Conduct
6.1 You understand that all data, text, software, music, sound, photographs, graphics, video, messages or other materials (“content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from which the content originated. This means that you, and not us, are entirely responsible for all content that you upload, post or e-mail via Our Sites. We do not control all the content posted on Our Sites and therefore do not guarantee the accuracy, integrity or quality of the content.
6.2 Under no circumstances will we be liable in any way for any content, including (without limitation) any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of your use of any content. You agree that you must evaluate and bear all risks associated with the use of any content including any reliance on its accuracy or completeness.
6.3 You agree that you will not use any area or part of Our Sites to:
6.3.1 upload, post or e-mail any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
6.3.2 harm minors in any way;
6.3.3 impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity or disguise the origin of any content;
6.3.4 ‘stalk’ or otherwise harass another;
6.3.5 collect or store personal data about other users;
6.3.6 upload, post or e-mail any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships;
6.3.7 upload, post or e-mail any content that infringes any intellectual property rights of any party;
6.3.8 upload, post or e-mail any unsolicited or unauthorised advertising, promotional materials, ‘junk mail’, ‘spam’, ‘chain letters’, or any other form of solicitation;
6.3.9 upload, post or e-mail any content that contains computer viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; or
6.3.10 violate any applicable national or international laws or regulations.
6.4 You acknowledge that we do not pre-screen content but that we shall have the right (though not the obligation) in our sole discretion to move, modify or remove any content that is available on or via Our Sites generally. If we find any of the content described in clauses 6.3.1 – 6.3.10 we reserve the right to terminate your use and access to Our Sites. You agree to accept responsibility and liability for any loss incurred by us resulting from a breach of any of clause 6 and agree to indemnify us for any such breach for any loss whatsoever directly or indirectly incurred by us.
6.5 If you discover any of the content described in clauses 6.3.1 – 6.3.10 please e-mail us at info[-at-]explorenorthamptonshire.co.uk immediately.
6.6 You further warrant to us that you will not use the Service or Our Sites for any purpose that is unlawful or prohibited by the User Terms. In particular, you agree not to use the Service to:
6.6.1 manipulate or otherwise alter identifiers in order to disguise the origin of any communication transmitted through the Service and/or Our Sites;
6.6.2 disrupt or interfere with the operation of the Service, the web site which hosts the Service or any servers or networks connected to this web site;
6.6.3 contravene any law whether UK or international;
6.6.4 not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes any portion of the Service and/or Our Sites, use of the Service and/or Our Sites or access to the Service and/or Our Sites; or
6.6.5 collect or store personal data about other users of the Service.
6.7 You understand and accept that the technical processing and transmission of the Service, may involve:
6.7.1 transmissions over various networks; and
6.7.2 changes to conform and adapt to technical requirements of connecting networks or devices.
7 Proprietary Rights
7.1 You grant to us a world-wide, royalty-free, irrevocable, non-exclusive licence (including the right to sub-license) to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any content (in whole or part) you upload, post or e-mail and/or to incorporate such content in other works in any form, media or technology now known or developed. Notwithstanding the provisions of this clause, if you consider any work by us to be an infringement of any of your intellectual property or other proprietary rights please contact us at info[-at-]explorenorthamptonshire.co.uk setting out the details of your claim.
7.2 We are the proprietors of all software used in connection with the Service except such software which is owned by third parties (“the Software”). We will grant you a personal, non-transferable and non-exclusive right and licence (or sub-licence in the case of third party rights which have been licensed to us) to use the object code of the Software for the purpose of accessing the Software, provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code of the Software or sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software.
7.3 All rights in the design, text, graphics and other material on Our Sites and the selection or arrangement thereof are the copyright of us or other third parties. Permission is granted to electronically copy and print in hard copy portions of Our Sites solely in connection with the acquisition of services through Our Sites. Any other use of materials on Our Sites (including reproduction for purposes other than those noted above and alteration, modification, distribution, or republication) without our prior written permission is strictly prohibited.
8 Site subscription and charges
8.1 By subscribing to Our Sites at any time in the future, you agree to accept and sign our Subscription Agreement on the date that you agree to accept the Service and pay our charges, which are non-refundable, at the rate applicable from time to time.
8.2 If you fail at any time to pay any subscription charges due in accordance with these terms and conditions or the terms and conditions of the Subscription Agreement, we may, in our sole discretion and without prejudice to our other rights, deny you access to those areas of Our Sites which are exclusively available to subscribers and remove any of your Input Material from Our Sites. We need not provide you with advance notice in such circumstances.
9 Termination of subscription
9.1 We may terminate your subscription immediately if you are in material breach of any of these terms and conditions and in particular upon any failure by you to pay your subscription charge in accordance with these terms and conditions. You may terminate your subscription at any time on 30 days notice to us.
9.2 Any rights that have accrued to either party at the date of termination will remain enforceable after termination.
9.3 If you fail to agree to sign the Subscription Agreement we reserve the right not to advertise your business on and remove your business from Our Sites, deny you access to those areas of Our Sites which are exclusively available to subscribers and remove any of your Input Material from Our Sites until such agreement is signed.
10 Payment over Internet by Customers
10.1 You agree and accept that if you receive any monies from any Customer via Our Sites or the Internet in general that is in excess of any amount due to you, you must within 7 days repay the Customer such excess.
10.2 Where an online transaction involves payment, you agree and accept that Customers may pay by credit card. If any Customer discovers that services have been ordered from you over Our Sites using a Customer’s credit card details in circumstances where he had not agreed to or authorised this, then (provided the Customer has not, through failure to take reasonable care, allowed an unauthorised person to gain access to his credit card details, purchaser ID or password) you are required to refund to the Customer the money they receive provided that:
10.2.1 the Customer informs his credit card company and us of the unauthorised purchase as soon as he discovers it; and
10.2.2 the Customer co-operates with their credit card company, you, us and, if necessary, the police in relation to the unauthorised use.
11 Warranties and Liability
11.1 We are providing Our Sites on an ‘as is’ basis and make no representations or warranties of any kind with respect to Our Sites or its contents and we disclaim all such representations and warranties. In addition, we make no representations or warranties about the accuracy, completeness, or suitability for any purpose of the information and related graphics published in Our Sites. Although we will make all reasonable endeavours to ensure accuracy, it is possible that the information contained in Our Sites may contain technical inaccuracies or typographical errors. All our liability howsoever arising for any such inaccuracies or errors is expressly excluded to the fullest extent permitted by law.
11.2 Neither we nor any of our directors, employees, partners, agents, Intermediaries or other representatives will be liable for loss or damage suffered by you arising out of or in connection with the use of Our Sites whatsoever or the provision of any services by us provided that such loss has not resulted from the negligence of us, our directors, employees, partners, agents or Intermediaries. This is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation) compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties.
11.3 We do not warrant or represent or guarantee in any way that your use of the Services or Our Sites will be secure uninterrupted always available or error-free or will meet your requirements or that any defects in the Services provided by us or Our Sites will be corrected. Nor do we warrant that Our Sites is virus free or that Our Sites contains anything which may have destructive properties. We disclaim liability for and no warranty or representation is made in respect of any telephone or other services, including (but not limited to) coverage, range or any interruption in a telephone or other service.
11.4 We do not warrant or represent or guarantee in any way that any persons introduced to you by us or through Our Sites will honestly and completely perform an agreement that is made between you and such persons or that any statements of users of Our Sites will be true and accurate and neither we nor any of our directors, employees, partners, agents or other representatives will be liable for loss or damage suffered by you arising out of or in connection with any user of Our Sites provided false or inaccurate information to you or acting in a dishonest manner.
11.5 You accept that there may be links to other Internet web sites on Our Sites that we neither control nor endorse nor have we reviewed any content on these other sites. You acknowledge and agree that we shall not be held liable for or responsible for the legality or accuracy of any content whatsoever located on or through another website that does not belong to us or any loss or damage suffered by you whatsoever arising out of or in connection with the use of these other sites. By offering you these links, we do not either impliedly or expressly endorse anything contained on such web sites or have any association with the operators of such web sites. We also expressly exclude liability for any inaccurate, offensive, defamatory or obscene material that appears on these sites.
11.6 The views expressed by third parties placing material on Our Sites are not representative of the views of the Britain On Show, Northamptonshire Enterprise Limited. We cannot monitor the content produced by such third parties and will not review all third party material that is published on Our Sites. We accept no liability whatsoever in relation to the content of third party material placed on Our Sites.
11.7 You agree that if you download or obtain any content of Our Sites you do so at your own risk and you are solely responsible for any damage or loss of data that arises as a result. We are not responsible and specifically exclude liability for the content of Our Sites or any web sites linked to Our Sites.
11.8 Notwithstanding the foregoing, none of the exclusions and limitations in this clause are intended to limit any rights you may have as a consumer under local law or other statutory rights which may not be excluded nor in any way to exclude or limit our liability to you for death or personal injury resulting from our negligence or that of our employees or agents.
11.9 You agree that we have no responsibility or liability for the deletion or failure to store any messages and other communications maintained or transmitted by the Service. You further acknowledge that we reserve the right to change these general practices and limit at any time, in our sole discretion, with or without notice.
11.10 Our maximum liability to your business in respect of your use of Our Sites or any services we provide or make available to you through or in relation to Our Sites will be the amount of any fees paid to us on behalf of your business during the year in which the liability arose. You agree that we shall have no liability for indirect or consequential losses, loss of data, income or profits or damages for loss of or damage to property whatsoever.
11.11 You agree that each of these limitations is reasonable having regard to the nature of Our Sites and in particular given that when you purchase information or services through Our Sites you will enter into a separate contract with the supplier in each case.
11.12 None of the above exclusions shall affect any statutory rights that are not capable of being excluded. However, in such case our obligation, where permitted by law, will be limited to the re-supply of Our Sites, goods or services to you.
11.13 For the avoidance of doubt nothing in these Terms shall exclude or limit any liability for death or personal injury caused as a result of our negligence.
12 Indemnity
You agree to indemnify and hold us and our subsidiaries, affiliates, employees, officers, agents or partners harmless from and against any direct or indirect loss or damage (including, but not limited to, consequential loss and loss of profits, goodwill or business opportunities) claims proceedings costs and expenses whatsoever arising from any third party claim in any jurisdiction in relation to any breach of the provisions of the User Terms by you or your use of the Service or any breach by you of any third party rights or in relation to any breach of any contract between you and a Customer.
13 Modification, Suspension and Termination of Service, User Terms and Our Sites
13.1 We reserve the right at any time and from time to time in our sole discretion and with or without notice to modify or discontinue, temporarily or permanently, the User Terms, the Service and/or Our Sites (or any part thereof) or your individual use of the Service and/or Our Sites.
13.2 Should we decide to modify or discontinue, temporarily or permanently, the User Terms, the Service and/or Our Sites (or any part thereof) or your individual use of the Service and/or Our Sites, we will post notification of the changes on Our Sites. Continued use of the service will signify that you agree to any such changes.
13.3 You agree that we shall not be liable to you or to any third party for any such modification, suspension or discontinuance of the User Terms, the Service and/or Our Sites (or any part thereof) or your individual use of the Service and/or Our Sites.
13.4 Our rights under this section are in addition and without prejudice to all of our other rights and remedies.
14 Sanctions
14.1 As soon as we are made aware of activities that breach the User Terms, prompt action will be taken. If you witness such breaches anywhere on Our Sites, please notify us immediately at info[-at-]explorenorthamptonshire.co.uk.
14.2 On being made aware of any such breaches, we may ban, delete or prohibit any content that relates to those breaches or that we judge harmful to individuals or our rights or any of our subsidiaries, affiliates, employees, officers, agents, licensors or partners. We may also take proceedings against you for injunctive relief and/or damages.
14.3 We reserve the right to take whatever action we deem necessary to prevent such breaches including, but not limited to, your automatic ban from Our Sites. All incidents will be logged and our decision is final in all such cases.
14.4 Any breaches may lead to us reporting your activities to your Internet service provider, your employer, relevant authorities, or to legal action being taken against you, or both.
14.5 In addition we may at any time move, modify or remove any content or take further legal action as a result of breaches or suspected breaches of the User Terms, any applicable laws or regulations or where our rights or third party rights are threatened or infringed.
14.6 If it becomes necessary to take action in accordance with this clause 12 as a result of you breaching the User Terms, or any applicable laws or regulations or where our rights or third party rights are threatened or infringed you agree:
14.6.1 that we shall not be held liable for any direct or indirect loss or damage (including, but not limited to, consequential loss and loss of profits, goodwill or business opportunities) claims proceedings costs and expenses whatsoever you incur resulting from us taking such action; and
14.6.2 you agree to indemnify and hold us and our subsidiaries, affiliates, employees, officers, agents or partners harmless from and against any direct or indirect loss or damage (including, but not limited to, consequential loss and loss of profits, goodwill or business opportunities) claims proceedings costs and expenses whatsoever arising from any third party claim.
15 Force Majeure
We shall not be liable to you or be deemed to be in breach of the User Terms or any contract for the provision of services by us to you by reason of any delay in performing, or any failure to perform, any of our obligations in relation to the User Terms or any contract for the provision of services, if the delay or failure was due to any cause beyond our reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the our reasonable control:
15. 1 Act of God, explosion, flood, tempest, fire or accident;
15. 2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
15. 3 acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
15. 4 import or export regulations or embargoes;
15. 5 strikes, lock outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
15. 6 difficulties in obtaining raw materials, labour, fuel, parts or machinery; and
15. 7 power failure or breakdown in machinery, including, but not limited to any machinery owned and/or operated by us.
16 Access
We reserve the right in our sole discretion to deny users access to Our Sites or any part of Our Sites without notice and to decline to provide the Service to any user that is in breach of the User Terms.
17 Taxes
We have made every effort to make clear whether the quoted prices for Services available through Our Sites include any relevant tax or duty or do not. Where in any case it is not clear please note before you make an order that you might be required to bear a liability to tax or duty (for example value added tax) imposed by us or by operation of law that is in addition to the price.
18 Invalidity
If any part of the User Terms are unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of the User Terms will not be affected.
19 Notices
Unless otherwise expressly stated in the User Terms, all notices from you to us must be sent in writing to either Britain On Show, Northamptonshire Enterprise Limited at 30 Billing Road, Northampton, Northamptonshire, NN1 5DQ or to our e-mail address at info[-at-]explorenorthamptonshire.co.uk and all notices from us to you will be displayed on Our Sites from time to time.
20 Third party rights
20.1 Except for our affiliates, directors, employees or representatives, a person who is not a party to the User Terms has no right under the UK Contracts (Rights of Third Parties) Act 1999 to enforce any term of the User Terms but this does not affect any right or remedy of a third party that exists or is available apart from that Act.
20.2 Consent is not needed from any third party for rescission or amendment (at any time) of the User Terms and no variation to the User Terms nor any supplemental or ancillary agreement to the User Terms shall create any such third party rights unless expressly so stated in any such agreement by you and us
21 Conflict with Privacy Policy
If there shall be any conflict between the provisions of these terms and conditions and the provisions of our Privacy Policy then the provisions of these terms and conditions shall prevail.
22 Waiver
No waiver by us of any breach of the User Terms by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
23 Assignment
Your rights and obligations under the User Terms are personal to you and you undertake that you shall not nor purport to assign, charge, sub-license, lease or otherwise transfer such rights and obligations in whole or in part
24 Entire agreement
The User Terms, together with the Subscription Agreement and our contact details, set out the whole of our agreement relating to the supply of Services to you by us. Nothing said by any person on our behalf should be understood as a variation of the User Terms or as an authorised representation about the nature or quality of any services offered by us. Save for fraud or fraudulent misrepresentation, we shall have no liability for any such representation being untrue or misleading.
25 Governing law
25.1 The User Terms and any contract for the supply of services between us shall be governed by and interpreted in accordance with the laws of England and Wales and the English courts shall have jurisdiction to resolve any disputes between us. For the avoidance of doubt the User Terms and any contract for the supply of services between us shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or Services.
25.2 Our Sites is designed to profile United Kingdom businesses only. If you are not a business of the United Kingdom DO NOT USE THIS SITE. In listing your place of business and delivery address, you are representing to us that you are a business in the United Kingdom. This is a representation on which we rely prior to accepting your offer to purchase our advertised services.
26 Definitions and Interpretation
26.1 In these Conditions:
“CUSTOMER” means any person who visits Our Sites to utilise the Service;
“INPUT MATERIAL” means any data or information relating to the Service provided by you and put on Our Sites by either you or us or our authorised agent or Intermediary;
“INTERMEDIARY” means any of the Local Authorities within the Northamptonshire area who will undertake work in relation to the System;
“OUR SITES” means any of the sites published from our System;
“PRIVACY POLICY” means the privacy policy attached to Our Sites;
“SERVICE” means the service to be provided by us for you allowing you to:
• Promote and provide information on Tourism products
• Offer booking of any Tourism products
through Our Sites;
“SUBSCRIPTION AGREEMENT” means any subscription agreement made between you and us to receive the Service;
“SYSTEM” means the Destination Management System operated by us;
“USER TERMS” means these terms and conditions of service together with the terms and conditions set out in the Privacy Policy;
“WE, US, OUR” means Britain On Show, Northamptonshire Enterprise Limited, a company registered under England and Wales under company number 05688251 and whose registered office is situated at 30 Billing Road, Northampton, Northamptonshire, NN1 5DQ;
“YOU” means you, the person who wishes to use Our Sites and the Service.
26.2 The headings in the User Terms are for convenience only and shall not affect their interpretation.
