In these terms the following will mean:-
"we” or "us" means Adventure Connections Ltd trading as Office Christmas whose office address is The Shire House, Firle, Sussex, BN86LP
"you" means the company advertising, or wanting to advertise or list an event or service.
“Agreement” means the Terms and Conditions contained within this document;
"Registration Form" means the form you use to register your request to advertise on the Website, in accordance with the guidelines set out in these advertising terms and conditions;
“Venue” means the venue(s) to be advertised on the Website as a Christmas party;
“Website” means the website www.officechristmas.co.uk owned by us where you will be allocated space to advertise your Venue.
“Writing” means by email, post or facsimile transmission;
“Fee” means the amount agreed to advertise your Venue on the Website.
“Advertisement” means material supplied to us to promote your Venue on the Website.
2) Advertising Your Venue or Supplier Service on the Website
2.1 In consideration of you paying the agreed Fee we agree to make space available on our Website for you to advertise your Venue.
2.2 We do not accept responsibility for the contents of your web page/s. Although we will do our utmost to check the content we ask that you ensure that it is at all times accurate, and that it is in line with good advertising standards.
3) Your Obligations
3.1 In performing your obligations hereunder you shall:
(a) provide us with details of someone within your organisation who is responsible for dealing with enquiries to your web page/s;
(b) keep the contact details referred to in clause 3.1(a) above up-to-date and notify us of any changes to those details;
(c) provide us, where appropriate, with all such necessary information and documentation as we may reasonably require or request for the proper performance of our obligations;
(d) hold regular reviews including (if applicable) and annual review to assess the current status of this agreement; and
(e) comply with all your obligations set out in Schedule 1 (Data Protection) and with all relevant data protection laws and regulations in respect of all Data you receive (as defined in Schedule 1).
4) Our Obligations
4.1 In performing our obligations hereunder we shall:
(a) provide the services in a timely manner in accordance with the timescales set out in clause 7.1;
(b) comply with all applicable laws, enactments, orders, regulations, codes of practice and other similar instruments as may be in force or apply from time to time;
(c) promptly notify you of any circumstance that may materially delay or otherwise affect our ability to provide the services;
(d) not do or omit to do anything which may cause you to lose any licence, authority, consent or permission upon which you rely for the purposes of conducting your business;
(e) supply the services in accordance with the terms of this agreement;
(f) provide the services with skill, care and diligence and in accordance with the best industry standards;
(g) ensure that the services are performed by personnel who are under our sole direction and who have the necessary skill, experience and expertise to provide the services; and
(h) comply with our obligations set out in Schedule 1 (Data Protection) and with all relevant data protection laws and regulations in respect of all Data we receive (as defined in Schedule 1).
5.1 We warrant that access to the services and Website shall be available for not less than 99% of the time. We reserve the right to hold maintenance to our servers/websites at any time (if required), and shall provide you with a minimum of 5 working days’ notice of any downtime.
5.2 We reserve the right at any time to suspend provision of any service, or part service, with advance notice:
5.3 If we discover that your Advertisement is in breach of Clause 2.2 above we will remove it immediately and provide you with notice of the same and we will not refund your Fee.
6.1 We do not guarantee a booking of any Venues advertised but if we do so we will act as your agents when passing on any details for shared bookings. You will be responsible for making any arrangements between you and the third party and any contracts made will be between you and that third party only. We will not be responsible for any monies owing to you from the third parties.
7.1 You will pay us our Fee on submission of our Invoices by BACS within fourteen days of your receipt of the invoice. The Fee is exclusive of VAT, which will be added if relevant at the rate then in force (currently 20%). Upon payment we will assign a publish date, this will be within 7 days if we have all the information requested. We will not be held responsible for any publish date if information from you is delayed.
8) Intellectual Property Rights
We own all the intellectual property rights in respect of the Website, together with our corporate logo, trading name and brand identity.
8.2 You will remain the owner of any intellectual property rights owned and vested in you at the date of this agreement including, but not limited to, those rights existing in the description of the Venue and any images in respect of material submitted for the Advertisement. You grant us permission to reproduce and publish any images in respect of any material submitted for the Advertisement to promote your Venue.
8.3 We shall indemnify you, and keep you indemnified, in respect of any costs, damages, penalties or fines that you may incur in the event that we do not have the necessary ownership or rights in respect of any service, part service or the Website
9) Your Liability
9.1 You warrant to us that none of the information or materials supplied by you will infringe the Intellectual Property Rights of any third party; and that you have ownership and copyright of the media submitted.
9.2 You warrant to us that you have the right to disclose to us any information and materials that you provide to us and that we are entitled to retain, that information and materials for the purpose of fulfilling our obligations.
9.3 Your liability for all claims under this Agreement, save in relation to death or personal injury caused by negligence, shall be limited in aggregate to the total Fee paid in the 12 months prior to any claim being made.
9.4 Subject to clause 9.3, you shall not be liable for any incidental, special, indirect or consequential loss, injury costs or expenses of any kind or loss of profit even if such a loss was reasonably foreseeable.
10) Our Liability
11.1 Each party will keep all details of this Agreement confidential and shall not at any time or for any reason, disclose or permit to be disclosed to any person or persons or otherwise make use of or permit to be made use of, any confidential information without the prior written consent of the other.
11.2 The party receiving the confidential information (“Receiving Party”) may disclose confidential information to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging their obligations and shall ensure that such employees, agents or sub-contractors are subject to the same obligations of confidentiality as bind the Receiving Party.
11.3 The obligation of confidentiality referred to within this clause 11 shall not apply to any information which:
12.1 Either party may terminate this Agreement upon 30 days’ written notice to the other.
12.2 In addition to the above, and without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other if:
Termination – End of Agreement
12.3 All agreements terminate on the 30th April of the following year (unless contracted to continue thereafter).
12.4 We reserve the right to re-direct any traffic accrued using a 301 re-direct to any page of our choosing.
12.5 We reserve the right to use any page enquiries accrued after the termination period has been completed as we see fit.
12.6 We reserve the right to remove (or keep) any advertised pages on OC after 30th April the following year of the agreement as we see fit.
13.1 We will be allowed to refer to your company in publicity of the Website. We will be entitled to contact your company or business with further information of our future offers provided that we will not disclose your details to any third parties.
14) Nature of the Agreement
14.1 You will be entitled to a refund of the fee in full or in part if:
15) Law and Jurisdiction
15.1 This Agreement will be governed by and subject to English Law and will come under the exclusive jurisdiction of the English Courts. It is understood by any party accessing this Website that certain jurisdictions do not permit access to such sites and no representation or warranty is made as to whether this Website complies with the legal requirements of any country in particular.
Notices must be given in Writing:
By email - E-mails will be deemed to have been received within 1 day of having been sent, provided that no error message is received by the sender.
By post – deemed as by first class post and judged to have arrived 2 days from date of posting.
By facsimile – deemed as being accepted provided that there is a transmission sheet showing that the transmission was properly transmitted to the correct number.
17) Force Majeure
Neither party shall be liable for any breach or non-performance of its obligations either directly or indirectly from any act of God, fire, flood, explosion, riot, war, strike or other industrial dispute, act or regulation of any governmental, local or supranational authority or other cause beyond its control.
18.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall 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 shall be deemed deleted. Any modification to or deletion of a provision or part provision under this clause shall not affect the validity and enforceability of the rest of the agreement.
19) Third Parties
19.1 A person who is not a party to this agreement shall not have any rights under or in connection with it under the Contracts (Right of Third Parties) Act 1999 or otherwise.
20.1 Both parties shall:
20.2 Breach of this clause shall be deemed a breach incapable of remedy.
20.3 For the purpose of this clause, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 8 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this clause, a person associated with a party includes any sub-contractor of a party.
21) Price Promise Advertising Agreement*
21.1 ‘You’ agree to adhere to ‘our’ client price promise policy, and ‘you’ will not knowingly or unknowingly reduce prices originally supplied by you for a party and/or event/service, whether the client contacts you directly or indirectly via another website or agency.
21.2 ‘You’ understand that if a price has been reduced that ‘you ‘will offer the same price to ‘us’ irrespective of the enquiry source.
21.3 Breach of this clause shall be deemed a breach incapable of remedy, and the termination (12) element of this agreement will commence.
22) Proposals, Site Visits and Introductions
22.1 ‘We’ will use promotional information to encourage a party/venue/service sale, and/or introduction and/or site visit, within this information we may/will use ‘you’ directly in name and location. By doing so ‘you’ understand and agree to offer a commission based on the contract for our services, even if the client then contracts with you directly.
22.2 ‘We’ will not be entitled to commission if the same client and/or company had previously contacted ‘You’, (within the same month of enquiry).
22.2.1 ‘We’ will supply a time and date of a client enquiry and we request the same from ‘You’ to confirm initial contact.
22.2.2 ‘You’ understand that if ‘our’ timestamp pre-dates ‘your’ timestamp then ‘we’ will be entitled to a commission payment based on the contract for our services, even if the client then contracts with ‘You’ directly.
22.3 Breach of this clause shall be deemed a breach incapable of remedy, and the termination (12) element of this agreement will commence.
23. You will be deemed to accept these terms by submitting your details for entry on our website and these terms may not be amended or altered in any way without our express permission in writing.
1.1 For the purposes of this Schedule:
1.11 “Company” means the company advertising, or wanting to advertise.
1.12 “Company Data” means any data belonging to the Company and supplied by the Company to the Promoter for the purposes of the Promoter’s performance of its obligations in this agreement. This may include personal data and any other data or information, in whatever form;
1.13 “Data” means the Company Data and the Promoter Data;
1.14 “Data Protection Legislation” means the Data Protection Act 2018, the General Data Protection Regulation 2016/679 (“GDPR”), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive (2002/58/EC) (until repealed), the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) (until repealed), from such time as it comes into force, the e-Privacy Regulation (2017/0003) and any legislation that implements the e-Privacy Regulation in the United Kingdom and all applicable laws and regulations which may be in force from time to time relating to the processing of personal data and privacy including, where applicable, the guidance and codes of practice issued by the Information Commissioner’s Office (“ICO”) or any other supervisory authority, and the equivalent of any of the foregoing in any relevant jurisdiction;
1.15 “Promoter” means Adventure Connections Ltd trading as Office Christmas (6293444) whose office address is The Shire House, Firle, Sussex, BN8 6LP;
1.16 “Promoter Data” means any data which is (a) collected by the Promoter in connection with the Event, (b) used by the Promoter for its own business purposes (particularly direct marketing) and (c) not Company Data. This may include personal data and any other data or information, in whatever form; and
1.17 The terms “controller”, “data subject”, “personal data”, “process”, “processing” and “processor” shall have the meanings given to them in the Data Protection Legislation.
1.2 The parties agree that the subject matter, duration, nature and purpose of processing, the type of data and the categories of data subject are set out in the Data Protection Particulars.
1.3 The Promoter warrants, represents and undertakes that:
1.31 it shall at all times comply with the Data Protection Legislation;
1.32 The Data will at all times be kept secure by using appropriate security features and in an encrypted form, and the Promoter shall use all reasonable security practices and systems applicable to the use of the Data to prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of the Data;
1.33 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, it will implement appropriate technical and organisational measures to ensure a level of security over the Data acceptable to the Company;
1.34 It shall, taking into account the nature of the processing, assist the Company by appropriate technical and organisational measures, for the fulfilment of the Company’s obligations to respond to requests for exercising the data subject’s rights laid down in Chapter III GDPR. In particular, the Promoter shall (a) notify the Company within 48 hours if it receives a request from a data subject or the data subject’s representative or adviser for access to or erasure of the data subject’s Data (b) provide the Company with full co-operation and assistance in relation to any request made by a data subject to have access to or erasure of that person’s Data; and (c) not disclose or delete the Data pertaining to any data subject or to a third party other than at the request of the Company;
1.35 It shall assist the Company in ensuring compliance with the obligations pursuant to Articles 32 to Article 36 of the GDPR taking into account the nature of processing and the information available to the Promoter;
1.36 It will not transfer the Data outside the European Economic Area without the prior written consent of the Company; and
1.37 All persons authorised to process the Data have committed themselves contractually to confidentiality obligations.
1.4 The Promoter shall keep at its normal place of business detailed, accurate and up to date records relating to the processing of personal data (particularly the Data) and to the measures taken under this Schedule. The Promoter shall permit the Company and its third-party representatives, on reasonable notice, but without notice in case of any reasonably suspected breach of the Promoter’s obligations under this Schedule, to gain access to, and take copies of, the records and any other information held at the Promoter’s premises and inspect all records, documents and electronic data, facilities and equipment for the purpose of auditing the Promoter’s compliance with its obligations under this Schedule. The Promoter shall give all necessary assistance to the conduct of such audits.
1.5 If the Promoter:
1.51 Becomes aware of any unauthorised or unlawful processing of any Data or that any Data is lost or destroyed or has become damaged, corrupted or unusable;
1.52 Becomes aware of an actual, potential or threatened security breach relating to the Data; or
1.53 Learns or suspects that any of its security features have been revealed to or obtained by any unauthorised person,
1.6 The Company retains ownership of all Company Data. The Promoter grants to the Company an exclusive, royalty-free, perpetual licence to use the Promoter Data for the Company’s own business purposes.
1.7 In respect of any use by the Company of the Promoter Data, the Promoter warrants, represents and undertakes that:
1.71 access to or use of the Promoter Data will not infringe any intellectual property rights of any third party or any applicable rules of any competent authority;
1.72 the Promoter has obtained consent from each data subject to transfer Promoter Data relating to him or her to the Company for marketing purposes;
1.73 it shall, fortnightly, check the Promoter Data to ensure that it is complete, accurate and up to date (particularly ensuring that it keeps records of any data subjects who have opted out of or unsubscribed from marketing);
1.74 immediately prior to transferring or sharing the Promoter Data with the Company, the Promoter Data is up to date in accordance with clause 7.3 in order that the Company is in a position to understand with ease which data subjects it can market to and which data subjects (if any) have opted out of marketing; and
1.75 within 7 days of termination or expiry of this agreement, it shall supply a copy of all Promoter Data (which is up to date in accordance with clause 7.4) to the Company.
1.8 The Promoter shall indemnify the Company against all claims, liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Company arising out of or in connection with the processing of the Data under this
1.9 Where the Promoter is processing Company Data on behalf of the Company then, to the extent that any Company Data contains personal data, the Promoter shall be the data processor.
1.10 Where the Promoter is the data processor, the following shall apply:
1.101 the Promoter shall process the Company Data for the purpose of the Event as envisaged by this agreement only and in compliance with the Company’s documented instructions from time to time;
1.102 the Promoter shall not engage, or sub-contract the performance of any obligation to which it is subject pursuant to this Schedule to, a sub-processor without the prior specific or general written authorisation of the Company. If the Company approves the appointment of such sub-processor under this clause, then before such appointment takes effect, the Promoter shall enter into and maintain for the duration of such appointment a written agreement, a copy of which shall be provided to the Company before it is entered into, with such sub-processor on terms that are the same as those set out in this Schedule (in its entirety) save that such agreement shall prohibit the sub-processor from sub-contracting its obligations under such sub-processor agreement to any third party; and
1.103 at the option of the Company, the Promoter shall delete or return all of the Company Data to the Company after expiry of the agreement, and shall delete existing copies unless any provision of the Data Protection Legislation requires on going storage of the Company Data by the Promoter.
|DATA PROTECTION PARTICULARS
|Subject Matter:||The promotion/advertising by the Promoter of the Venue(s) owned and operated by the Company.
|Duration:||The duration of the agreement set out above.
|Nature and Purpose of Processing||Obtaining details of people attending the Venue(s) and marketing to them.
|Type of Personal Data being processed||Full names, addresses, email addresses and mobile phone numbers.
|Categories of Data Subjects||People attending the Venue(s).
We reserve the right to alter and change these terms without notice.