(1) DAY DELEGATE LIMITED incorporated and registered in England and Wales with company number 09242399 whose registered office is 343 Bedworth Road, Coventry, Warwickshire, CV6 6BNand whose VAT number is 196 0234 07 (“Daydelegate.com”, “DayDelegate.com”), AND
(2) The party named on the Order as the Venue (the “Venue”).
(A) DayDelegate.com is an online website through which third parties can advertise availability and rates for their meeting space. Customers can book this meeting space in real time with such third parties through the Website.
(B) The Venue has such meeting space or other work space and services available and wishes to advertise it on, and receive bookings for it through, the website.
(C) DayDelegate.com will charge a marketing fee to the Venue calculated as set out below
The following definitions and rules of interpretation apply in this agreement.
“Attendee” means any person who is on the Venue’s premises pursuant to a Booking
“Booking” means a booking of meetingspace or servicesmade through the Website.
“Booking Agent” or “Booking Agency” means a bone fide hotel Booking agent with a current IATA or TIDS registration.
“Booking Confirmation” means the introductory document produced and sent to the Venue and the Customer by DayDelegate.com, which will identify the contact details of each party.
“Business Day” means a day other than a Saturday, Sunday or public holiday in England and Wales when banks in London are open for business and the term “Business Days” shall be construed accordingly.
“Commission” is the separate fee payable by the Venue to a Booking Agent in respect of Bookings through the Websitemade via a Booking Agent. The Commission will be not less than 10% (ten percent) of Net Booking Value (excluding VAT);payable to the Booking Agent after the booking has taken place.
“Content” means any information and images concerning the Venue entered or uploaded by the Venue onto the Website.
“Contract” means a contract between the Venue and the Customer for the provision of Meeting Space, in the case of a booking made through the Websiteor any other terms agreed between the Venue and the Customer.
“Customer” means the person making thebooking through the website. This can be either a direct customer or Booking Agency.
“Day Delegate rate” means the per person rate paid by the Customer to the Venue for the meeting space. This rate will include, but is not limited to – room hire charge, three servings of tea/coffee, buffet style or restaurant two course lunch, delegate stationary, water in the meeting room and flipchart or whiteboard.
“Group” has the meaning given to it in the Companies Act 2006
“Intellectual Property Rights” means all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, Marks, patents, petty patents, utility models, design rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off.
“Marketing Fee” means the fee charged to the Venue by DayDelegate.comand calculated in accordance with Clause 3.
“Marks” means any and all trademarks, trade names, service marks, trade dress, logos, URLs or identifying slogans of the Venue, whether or not registered.
“Meeting Space” means such space owned, rented, licensed or otherwise operated by the Venue that is designated by the Venue for hire as meeting space, office space or for any other business purpose.
“Net Booking Value” means the amount payable by a Customer to the Venue in respect of any particular Booking, excluding Value Added Tax (VAT)
“Review” means any comments posted on the Website by customers or other third parties in respect of the Venue and/or any meeting Space and/or Services.
“Security Details” means a password and username that the Venue can use to access the venue area of the Website.
“Services” means services provided by the Venue to the Customer such as, but not limited to catering, and audio visual equipment.
“Third Party Partners” means any third party with which DayDelegate.com enters a contract of the sort described in Clause4.3 or with which DayDelegate.com enters a white label arrangement.
“VAT” means value added tax or any other tax the Venue is obliged by the law of any jurisdiction to charge, or DayDelegate.com is obliged by the law of any jurisdiction to add to the Marketing Fee.
Venues Section means the area of the Website where Venues manage their Content and availability of Meeting Space.
“Website” and “Websites” includes:
(a) www.DayDelegate.com and www.DayDelegate.co.uk (b) Any white label websites or white label mobile applications powered by DayDelegate.com or any member of the DayDelegate.com Group; (c) The websites, mobile applications or intranets of any Third Party Partners; and (d) Any other websites or mobile applications owned, licensed or powered by DayDelegate.com.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.4 A reference to a statute or statutory provision will include all subordinate legislation made from time to time under that statute or statutory provision.
1.5 A reference to writing or written includes e-mail.
1.6 Any words following the terms including, include, inparticular, for example or any similar expression will be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.7 References to Clauses are to the Clauses of this agreement.
2.1 DayDelegate.com will provide the Venue with Security Details and access to the Venues section of the Website.
2.2 The Venue may provide information and images about the Meeting Space to DayDelegate.com using the Venues Section of the Website.
2.3 The Venue will complete all the mandatory fields in respect of the Meeting Space it wishes to be advertised on the Website.
2.4 The Venue will:
2.5 Subject to Clauses 2.6 to 2.8, DayDelegate.com will display or cause to be displayed Content on the Website in such format and design as it may choose at its sole discretion.
2.6 DayDelegate.com may examine or permit a Third Party Partner to examine any Content before it is displayed on the Website.
2.7 DayDelegate.com may edit or permit a Third Party Partner to edit any Content before it is displayed on the Website, provided that any factual information displayed on the Website accurately reflects the Content as provided by the Venue.
2.8 DayDelegate.com reserves the right not to display or cause to be displayed:
any Content that is or that it reasonably believes to be untrue, inaccurate, incomplete or misleading or that it reasonably deems inappropriate to be included on the Website for any reason; or Content concerning particular Meeting Space where the Venue has not completed all the mandatory fields in the Website relating to that Meeting Space.
2.9 DayDelegate.com will not be liable to the Venueor a Customer or any third party for any Content (including any Content it has edited) that is untrue, inaccurate, incomplete or misleading and the Venue shall indemnify and hold harmless DayDelegate.com in respect of any claims arising (whether directly or indirectly) therefrom.
2.10 The Venue will ensure that the Day Delegate Rate listed on the Website is the same or lower than the lowest price for that Meeting Space listed on the websites of the Venue, any member of the Venue’s groupany other person or third party listing the Meeting Space.
2.11 Without prejudice to the generality of Clause 2.10, the Venue shall ensure that any special offer it is running will be reflected in the Content.
2.12 Where DayDelegate.com reasonably believes that the Venue has not complied with Clauses 2.10 or Clause 2.11 it may edit orremove the relevant Content and shall have no liability in respect of such edit or removal.
2.13 DayDelegate.com will send details of Bookings made to the Venueby emailed Booking Confirmation, to the email addresses the Venue have given to it for this purpose.
2.14 The details included in the Booking Confirmation will reflect the information entered by the Customer when making the Booking. DayDelegate.com is not responsible for the truth or accuracy of such information and will not be liable to the Venue for any losses caused by the content of the Booking Confirmation.
2.15 The Booking Confirmation does not form any type of contract or commitment between DayDelegate.com and the Venue, save that the Marketing Fee will be due.
2.16 The Venue shall be solely responsible for agreeingthe payment method with the Customer, and shall, if necessary, issue its own contract directly to the Customer.
2.15 The Venue will comply in all respects with thisAgreement.
2.16 Without prejudice to the generality of Clause 2.15, the Venue will ensure that any Meeting Space and Services booked by a Customer is available at the agreed times.
2.17 If Meeting Space or Services booked by a Customer are not available in accordance with the terms of the Contract, then the Venue shall:
2.17.1 Promptly and in any event within [one] Business Day inform the Customer of this; 2.17.2 Useits best endeavours to find suitable alternative MeetingSpace or Services for the Customer at no extra charge to the Customer. 2.17.3 Still be liable to pay DayDelegate.comthe Marketing Fee as if such meeting space and/or Services were available.
2.18 The Venue will use its best endeavours to ensure that any Meeting Space booked by a Customer is clean and fit for use and complies with all health and safety and other regulatory requirements applicable thereto.
2.19 Should the need arise for the Venue to cancel any Booking, then the Venue will use its best endeavours to accommodate the Customer in equivalent space. If the revised Meeting Space is not suitable for the Customer, the Venue must offer like space at analternativevenue.
2.20 In any of the circumstances under 2.19, the Venue will still be liable to pay DayDelegate.comthe Marketing Fee due.
2.21 DayDelegate.com may provide the opportunity for Customers to post Reviews.
2.22 DayDelegate.com will use its reasonable endeavours to moderate Reviews and to ensure that they comply with any content standards it sets from time to time.
2.23 DayDelegate.com will not be liable to the Venue for any loss caused to it arising out of any Review.
2.24 The Venue may not reproduce any Review in part or in whole in its promotional material without the prior written consent of DayDelegate.com.
2.25 The Venue will promptly acknowledge any complaints by Customers, whether made directly to it or forwarded to it by DayDelegate.com, and will provide the Customer with its final decision regarding any such complaint as soon as reasonably possible after receiving it.
2.26 The Marketing Fee shall not be reduced in the event that the Venue decides to reduce the charge made to the Customer due to a complaint or service issue
2.27 Neither the Venuenor any member of its Group will purchase any keywords (or equivalent) which include the brand or any other Intellectual Property Rights of DayDelegate.com or any member of the DayDelegate.com Group.
3.1 The Marketing Fee shall be calculated as follows:-
3.1.1 In the case of bookings made directly between the Venue and the Customer 15% of the Net Booking Value; or 3.1.2 In the case of Bookings made via a Booking Agent 5% of the Net Booking Value
3.2 The Marketing Fee and all other payments due to DayDelegate.com under this agreement shall be net of all VAT which shall be payable in addition to and on the same terms as the Marketing Fee
3.3 Any and all Commission payable to a Booking Agent in respect of a Booking shall be the sole liability of and payable by the Venue direct to the Booking Agent.
3.4 The Marketing Fee shall remain payable in full even if the Venue is unable to collect (in whole or part) any payment due to it from the Customer in respect of a Booking.
3.5 Payment of the Marketing Fee shall be made within 30 days of the invoice date.
4.1 The Venue grants to Daydelegate.com a royalty free non-exclusive sub-licensable licence to use any Marks and Content on the Websites for the duration of this agreement.
4.2 The licence granted under Clause 4.1 shall permit without limitation Daydelegate.com to:
(a) Electronically reproduce and display the Marks (or any excerpts thereof) on the Website; (b) Modify, translate, electronically reproduce and display the Marks and/or theContent (where applicable, as modified or translated) on the Websites; and (c) Reproduce and distribute through any media now known, or hereafter developed the Marks or excerptsof the Content (where applicable, as modified or translated) in advertisements for, and in marketing and promotional materials related to, the Website.
4.3 DayDelegate.com will not be liable to the Venue for any actions or omissions of any third parties to whom it grants asub-licenceto use the Content.
4.4 All unmodifiedContent provided by the Venue to DayDelegate.combelongs exclusively to the Venue. Any modified or translated Content belongs exclusively to DayDelegate.com and the Venue has no right to use or exploit such modified or translated Content without prior written consent of DayDelegate.com.
5.1 If the Venue fails to make any payment due to DayDelegate.com under this agreement by the due date for payment the Venue will pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank's base rate from time to time. Such interest will accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. Any interest payable pursuant to this Clause 5.1 shall be payable by the Venueto DayDelegate.com together with and at the same time as the overdue amount to which it relates.
6.1 Each Party warrants for the duration of this agreement that:
6.1.1 It has full power and authority to enter into and perform its obligations under this agreement; 6.1.2 It has all licences, permissions, authorisations, consents and permits necessary for it to perform its obligations under this agreement.
6.2 The Venue warrants and undertakes:
6.2.1 Each time that it provides or updates Content that:(a) It has the right to grant the licence in Clause 4.1 in respect of that Content or updated Content (as the case may be); and (b) The Content or updated Content (as the case may be) is true, accurate and complete in all respects and not misleading in any respect;6.2.2 Each time it provides a Mark to DayDelegate.com that it has the right to grant the licence in Clause 4.1 in respect of that Mark.
6.3 Without prejudice to any other remedy available to DayDelegate.com the Venue shall indemnify and hold harmless DayDelegate.com from and against any costs, claims or liabilities arising from any breach of Clause 6.2.
6.4 The Venue acknowledges that the availability and functioning of the Website may be subject to factors outside the control of DayDelegate.com. Whilst DayDelegate.com will use reasonable endeavours to ensure that use of the Website will be uninterrupted and error free (except during periods of planned maintenancenotified by DayDelegate.com to the Venue) DayDelegate.com makes no warranty or representation as to the availability or functioning of the Website, and will not be liable to the Venue for any losses incurred as a result of the Website being unavailable or not functioning correctly.
6.5 Any conditions, warranties or other terms which might have effect between DayDelegate.com and the Venue or be implied or incorporated into this agreement whether by statute, common law or otherwise, are to the maximum extent permitted thereby hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable care and skill provided that this Clause shall not nor purport to exclude or limit the liability of either party for death or personal injury.
6.6 The Venue will comply with all laws applicable to the exercise of its rights or the carrying out of its obligations under this agreement.
7.1 The Venue will indemnify DayDelegate.com against all liabilities, costs, expenses, damages and losses (including all reasonable professional costs and expenses) suffered or incurred by DayDelegate.com arising out of or in connection with:
7.1.1 Any claim made by a Customer or third party in respect of:(a) Untrue, inaccurate, incomplete or misleading Content or other information relating to the Venue the Meeting Space and/or Services; (b) Any unavailability for any reason of Meeting Space and/or Services booked by that Customer; (c) The cleanliness, physical state or fitness for purpose of the Meeting Space; (d) The functioning or malfunctioning of any equipment at the Meeting Space; (e) The provision of the Services (f) Death, personal injury, damage to property or other losses incurred by the Customer or an Attendee in connection with a Booking and/or use of the Meeting Space or the Venue’s premises; (g) Any other act or omission of the Venue.7.1.2 The Venue’s breach or negligent performance or non-performance of this agreement; 7.1.3 Any claim made against DayDelegate.com or Third Party Partners for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with the use by DayDelegate.comor Third Party Partners of the Content or Marks.
8.1 Except as expressly stated in Clause 8.2 DayDelegate.com will in no circumstances have any liability for any losses or damages which may be suffered by the Venue, whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever.
8.2 The exclusions in Clause 8.1 will apply to the fullest extent permissible at law, but neither party excludes liability for:
8.2.1 Death or personal injury caused by the negligence of a party or of its officers, employees, contractors or agents; 8.2.2 Fraud or fraudulent misrepresentation; or 8.2.3 Any other liability which may not be excluded by law.
8.3 For the avoidance of doubt, DayDelegate.com will have no liability to the Venue or any other person for any acts or omissions of a Customer.
9.1 Each party undertakes that it will not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of its Group, except as permitted by Clause 9.2.
9.2 Each party may disclose the other party's confidential information:
9.2.1 To its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party will procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Clause 9; and 9.2.2 As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.3 No party will use any other party's confidential information for any purpose other than to perform its obligations under this agreement.
9.4 All documents and other records (in whatever form) containing confidential information supplied to or acquired by a party from the other party will be returned promptly to the relevant party on termination of this agreement, and no copies will be kept save where required by law or other legally binding regulations to which that party is subject.
This agreement will commence on the date when it has been executed by the Venue and will continue, unless terminated, until either party gives to the other party 90 days’ written notice to terminate.
11.1 DayDelegate.com may immediately remove, or caused to be removed, any Content from any of the Websites and refuse to place or cause to be placed any new Content on any the Websites (“Suspension”) if it reasonably believes that:
11.1.1 Any Content is untrue, inaccurate, incomplete or misleading in any respect; 11.1.2 The Venue does not comply with Clause 2.10 or Clause 2.11; 11.1.3 The Venue does not keep the Content accurate and up to date; 11.1.4 The Venue refuses to accept a Booking at the price shown on the Website; 11.1.5 DayDelegate.com or a Third Party Partner receives any legitimate and serious complaint from a Customer with respect to the Venue; 11.1.6 Any of the Venue’s staff acts unprofessionally or inappropriately towards a Customer or Attendee; 11.1.7 The Venuefails to pay to DayDelegate.com theMarketing Fee that is due.
12.1 The Venue will continue to honour any Bookings made during the term of the agreement during a Suspension or after the agreement is terminated.
12.2 On termination of this agreement, the following Clauses will continue in force: Clause 1, Clause 5, Clause 7, Clause 8, Clause 9, and Clause 12.
12.3 Termination of this agreement will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right in accordance with the other terms of this agreement to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
13.1 Nothing in this agreement is intended to, or will be deemed to, establish any partnership or joint venture between any of the parties, or constitute any party as the agent of another party.
13.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
14.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
14.2 Each party acknowledges that in entering into this agreement it does not rely on, and will have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
14.3 Each party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
14.4 Nothing in this Clause will limit or exclude any liability for fraud.
DayDelegate.com may vary any term of this agreement from time to time for any reason.
16.1 DayDelegate.com may at any time assign, transfer, mortgage, charge, sub-contract or deal in any other manner with any or all of its rights and obligations under this agreement.
16.2 Except where all or substantially all of its assets are being acquired by a third party, the Venue may not assign, transfer, mortgage, charge, sub-contract or deal in any other manner with any of its rights and obligations under this agreement without the prior written consent of DayDelegate.com.
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision will be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause will not affect the validity and enforceability of the rest of this agreement.
Any notice given to a party under or in connection with this agreement will be in writing and will be:
19.1 Delivered by hand or by pre-paid first-class post or overseas courier to its registered office, in the case of notices sent to DayDelegate.com; or any address given to DayDelegate.com by the Venue through the Website or otherwise, in the case of notices sent to the Venue;
19.2 Sent by fax to its main fax number;
19.3 Sent by email to:
(a) In the case of DayDelegate.com, info@DayDelegate.com; (b) In the case of the Venue, to any email address it has given to DayDelegate.com through the VenueSection of the Website or otherwise.
No one other than a party to this agreement, their successors and permitted assignees, will have any right to enforce any of its terms.
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees, for the sole benefit of DayDelegate.com that, subject as provided below, the courts of England and Wales will have exclusive jurisdiction over any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). Nothing in this Clause will limit the right of DayDelegate.com to take proceedings against the Venue in any other court of competent jurisdiction, nor will the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
To the extent that the Electronic Commerce (EC Directive) Regulations 2002 apply to the provision of services under this agreement, the parties agree to waive compliance with Regulations 9(1), 9(2) and 11 of those regulations.
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