Terms of business
The following terms and conditions (the 'Terms and Conditions') govern the provision of Internet advertising and marketing services by TOD.com Limited, a company incorporated in England and Wales (company number 04956507) with its registered office at Hammerain House, Hookstone Avenue, Harrogate, North Yorkshire HG2 8ER, UK ('timeoutdoors'), who own and operate the timeoutdoors.com website, to You (the 'Client') and shall be incorporated into any online booking forms completed by the Client on the timeoutdoors website or paper booking forms submitted by the Client ('IO').
GENERAL
1.1 These Terms and Conditions set out the terms upon which timeoutdoors will supply the advertising and marketing services set out in the IO for the Client.
ADVERTISING
2.1 timeoutdoors will supply advertising services by the way of clicks and/or impressions to the Client through links and/or adverts on the timeoutdoors website.
2.2 The Client shall supply adverts and/or unique tracking URLs to timeoutdoors in accordance with the IO and guidelines provided by timeoutdoors. timeoutdoors, in its absolute discretion, may refuse the use of any advertisement that it deems inappropriate for whatever reason.
CLICKS, IMPRESSIONS & ACCOUNT ADMINISTRATION
3.1 The Client may provide a unique tracking URL to timeoutdoors to assist in the monitoring of clicks and/or impression numbers. Failure by the Client to provide a tracking URL shall not preclude the recognition of a valid click and/or impression.
3.2 timeoutdoors shall have the sole responsibility for calculation of clicks and/or impression numbers. timeoutdoors shall maintain an automated tracking device for the purpose of counting the click and/or impression numbers on any advertising campaign and shall provide this information to the Client at regular intervals in accordance with timeoutdoors media packs.
3.3 The Client will have sole responsibility for regularly monitoring this information during the contract period and shall advise timeoutdoors immediately if they dispute any of the information or the statistics posted in the secure area.
3.4 In the event that the Client disagrees with any such information and/or statistics (and the provisions of clause 4.3 do not apply), a written request for review should be sent immediately to timeoutdoors. Both parties will work together in good faith and provide access to all information and/or statistics required to resolve the issue of disagreement.
3.5 If the Client wishes to further dispute these numbers and no amicable agreement is reached, then at the expense of the Client, an independent Third Party (to be agreed between both parties) shall carry out a review of both parties’ information and/or statistics to resolve such dispute and each party undertakes to comply with any determination by the nominated Third Party.
3.6 timeoutdoors will provide the Client with access to a secure area of the website by means of a username and password supplied by timeoutdoors.
3.7 The Client will have sole responsibility for regularly monitoring and/or updating the Client’s information displayed on the timeoutdoors website during the contract period using the online administration tools in the secure area.
3.8 The Client shall advise timeoutdoors immediately if they wish to update any of the information displayed on the website which they are unable to update in the secure area. timeoutdoors will update any such information as soon as reasonably practicable.
TERMS OF PAYMENT
4.1 timeoutdoors shall provide an invoice to the Client at the start or renewal of a regular subscription or for impression-based advertising, at the end of each calendar month and/or (at the discretion of timeoutdoors) upon the completion of the campaign as specified in the IO.
4.2 The Client agrees to pay timeoutdoors within thirty (30) days from the date of the invoice. If the Client fails to pay any amount payable by it within the thirty (30) day period (or other period specified in the IO), timeoutdoors shall be entitled to charge the Client interest (both before and after any judgment) on the amount outstanding at the rate of two (2) per cent per annum above the base rate of HSBC Bank plc from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest). If it should become necessary to turn this account over for collection, the Client shall be responsible for all collection costs including all reasonable legal fees incurred by timeoutdoors.
4.3 The Client will have sole responsibility to verify the click through and/or impression numbers invoiced. If the Client disputes any of the information and/or numbers invoiced, the Client will advise timeoutdoors immediately in writing within the aforementioned thirty (30) day period. If no written correspondence to this effect is received by timeoutdoors, it will be agreed by both parties that the invoice is final and binding.
LIMITATION OF LIABILITY
5.1 timeoutdoors’ advertising services are provided 'as is' and 'as available' and timeoutdoors disclaims all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement, and implied warranties arising from course of dealing or course of performance.
5.2 In no event shall timeoutdoors be responsible for any indirect, incidental, consequential, special, lost profit, or exemplary damages arising from any aspect of the advertising relationship provided herein. Without limiting the foregoing, timeoutdoors shall have no liability for any failure or delay resulting from conditions beyond timeoutdoors control.
5.3 In any event the liability of timeoutdoors to the Client shall be limited to the placement of 'make good' advertising during a reasonable time thereafter.
INTELLECTUAL PROPERTY
6.1 The Client hereby licences any and all intellectual property rights (including but not limited to patent rights, trademarks, copyrights and design rights) for the campaign to timeoutdoors for the purpose of performing the obligations as set out in the Terms and Conditions and the IO.
CONFIDENTIALITY
7.1 For the duration of these terms and for a period of five (5) years thereafter, the Client agrees not to disclose or reveal to any party, or make public any confidential information of timeoutdoors, including but not limited to all information received in connection with the business, products and services of timeoutdoors.
7.2 This provision shall not apply to information that is already public knowledge or is required to be disclosed by an order of a court of competent jurisdiction.
TARGET CLICKS AND IMPRESSIONS
8.1 In the event that the target clicks and/or target impressions are not made within the contract period specified in the IO, timeoutdoors upon notification to the Client, will invoice the client on a pro-rata basis for the relevant portion of the number of clicks and/or impressions successfully delivered. Alternatively timeoutdoors or the Client may request that the time period for reaching the number of target clicks or impressions be extended until such time as the number of clicks and/or impressions agreed by the parties has been made.
NOTICE
9.1 Any notices required under these Terms and Conditions or by law shall be by electronic mail and shall be deemed delivered upon receipt to the party to whom such communication is directed at the email address specified in the IO.
TERMINATION
10.1 Either party may terminate the contract immediately on written notice if the other party has committed a material breach of the IO or these Terms and Conditions, which (in the case of a breach capable of being remedied) has not been remedied within thirty (30) days of a written request to remedy the breach.
10.2 timeoutdoors reserves the right, in its sole discretion, to restrict, suspend or terminate the provision of the advertising services to the Client on all and any part of the timeoutdoors website for any reason (including but not limited to an insolvency event, failure to provide advertising creative, failure to provide a unique tracking URL or late payment) without any prior notice or any liability.
10.3 In the event that the contract is terminated, timeoutdoors will invoice the client on a pro-rata basis for the relevant portion of the number of clicks and/or impressions successfully delivered.
MISCELLANEOUS
11.1 These Terms and Conditions and the IO constitute the complete and entire agreement between timeoutdoors and the Client, and shall supersede any and all prior agreements, whether written or oral, between the parties relating to the same subject matter.
GOVERNING LAW
12.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales.
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