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) whose trading address is at 4 Bedern Bank, Ripon, North Yorkshire, HG4 1PE, 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 other booking forms submitted by the Client (the 'Order').
 
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 Order for the Client.

BANNER ADVERTISING (FOR ADVERTISING CUSTOMERS)
2.1 This section 2 applies only to Clients undertaking any form of banner advertising on the timeoutdoors website. timeoutdoors will supply advertising services by the way of leads, 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 Order and guidelines provided by timeoutdoors. timeoutdoors, in its absolute discretion, may refuse the use of any advertisement that it deems inappropriate for whatever reason.

2.3 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.

2.4 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 in accordance with the terms of the Booking.

2.5 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. 

2.6 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.

2.7 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.

2.8 In the event that the target clicks and/or target impressions are not made within the contract period specified in the Order, 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.

CHARITY CHALLENGE & EVENTS ADVERTISING (FOR CHARITIES)
3.1 This section 3 applies only to charity Clients advertising their involvement in charity challenges & other events on the timeoutdoors website.

3.2 timeoutdoors will supply lead generation services to the Client through the promotion of open/closed challenges & guaranteed places in major events on the timeoutdoors website. Full product details are set out on the website.

3.3 Each lead will include details of the person's name, phone number & email address (where provided) and will be available to download in the Client's secure area immediately. The Client shall only be entitled to use this lead data for the purposes of responding to the request for information for the specific challenge or event. The Client shall NOT be entitled to use this lead data for their own general marketing purposes or add these details to any general marketing database without the specific consent of the lead.

3.4 timeoutdoors will follow up each lead by email on behalf of the Client using an automated CRM workflow process.

3.5 Clients are required to log all bookings for challenges and/or events from any leads generated by timeoutdoors immediately following payment of the deposit or registration fee for the challenge/event. Bookings are logged in the Client's secure area.

TRAVEL ADVERTISING (FOR TOUR OPERATORS)
4.1 This section 4 applies only to tour operator Clients advertising their travel trips on the timeoutdoors website by way of either a Basic, Standard, Premium or Pro promotion.

4.2 timeoutdoors will supply lead generation services to the Client through the promotion of travel trips on the timeoutdoors website.

4.3 Each lead will include details of the person's name, phone number & email address (where provided) and will be emailed immediately to the enquiries email address provided by the Client. Leads will also be logged in the Client's secure area.

4.4 timeoutdoors will follow up each lead by email on behalf of the Client using an automated CRM workflow process.

4.5 Clients are required to log all bookings for trips from any leads generated by timeoutdoors immediately following payment of the deposit or registration fee for the trip. Bookings are logged in the Client's secure area.

4.6 A group booking is any booking for more than one person where one of the people in the group was a lead generated by timeoutdoors. 

4.7 Commission at the rate agreed with the Client is payable on the total value of all individual and group bookings. timeoutdoors will invoice any commission payable by the Client for bookings monthly in arrears.

4.8 Commission is payable for all trips booked by the same named person provided that each booking results from a lead generated by timeoutdoors.

OPEN CHALLENGE ADVERTISING (FOR CHALLENGE ORGANISERS)
5.1 This section 5 applies only to tour operators promoting their open challenges on the timeoutdoors website.

5.2 timeoutdoors will supply lead generation services to the Client through the promotion of open challenges on the timeoutdoors website.

5.3 Each lead will include details of the person's name, phone number & email address (where provided) and will be logged in the Client's secure area.

5.4 timeoutdoors will follow up each lead by email on behalf of the Client using an automated CRM workflow process.

5.5 Clients are required to log all bookings for challenges from any leads generated by timeoutdoors no later than the end of the calendar month in which payment was taken by the Client for the deposit or registration fee for the challenge. Bookings are logged in the Client's secure area.

5.6 A group booking is any booking for more than one person where one of the people in the group was a lead generated by timeoutdoors.

5.7 Commission at the rate agreed with the Client is payable on the registration fee plus tour cost of all individual and group bookings. timeoutdoors will invoice any commission payable by the Client for bookings monthly in arrears.

5.8 Commission is payable for all challenges booked by the same named person provided that each booking results from a lead generated by timeoutdoors.

ACCOUNT ADMINISTRATION
6.1 timeoutdoors will provide the Client with access to a secure area of the website by means of a username and password supplied by timeoutdoors.

6.2 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.

6.3 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
7.1 timeoutdoors shall provide an invoice to the Client immediately following submission of the Order by the Client.

7.2 The Client agrees to pay timeoutdoors immediately upon presentation of an invoice or within the timescale set out on the invoice (if different). If the Client fails to pay any amount payable by it within the relevant period (or other period specified on the invoice), 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.

7.3 For banner advertising Clients, 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.

7.4 timeoutdoors shall not be bound by any request from the Client to stop, cancel or suspend an Order unless such request is in writing and confirmed in writing by timeoutdoors.

7.5 Without prejudice to Clause 7.4, the following costs remain due on cancellation, and the Client acknowledges that these charges represent a genuine pre-estimate of timeoutdoors' losses:

a) notice of cancellation received 28 days or more before campaign start - 25% of total Order value;

b) notice of cancellation received 8-27 days before campaign start - 50% of total Order value;

c) notice of cancellation received 0-7 days before campaign start - 100% of total Order value.

LIMITATION OF LIABILITY
8.1 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.

8.2 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.

8.3 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
9.1 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 Order.

CONFIDENTIALITY
10.1 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.

10.2 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.

NOTICE
11.1 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 Order.

TERMINATION
12.1 Either party may terminate the contract immediately on written notice if the other party has committed a material breach of the Order 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.
12.2 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.

12.3 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
13.1 These Terms and Conditions and the Order 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
14.1 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.