The following terms and conditions (Terms) are the terms on which Exaltium
Limited ("The Company", "we", "us") provides
online directory service (Service) to hotels, guest houses, bed and
breakfast and other advertisers including leisure facilities (“The
Client”, “Clients”, “advertisers”).
All Clients must read these Terms carefully. By clicking the "Sign
Up" button and completing the registration procedure, Clients are
indicating their agreement to be bound by these Terms.
These Terms and the payment options chosen by Clients during the sign
up procedure, (which are hereby incorporated by reference), together
contain the entire agreement between The Company and The Client for
provision of the Service and supersede any other previous understandings
or orders between the two parties.
If Clients do not agree to be bound by these Terms, they may not use
the Service.
1. Provision of the Service
1.1 As part of the standard service, we will:
1.1.1 design, develop and host the SeasideBreaks.com web site (“Site”)
on which details of Client’s hotel, guest house, bed & breakfast
accommodation and/or leisure facilities (“Accommodation”,
“Facilities”) will be listed and can be searched for and
viewed by the on-line public (“Users”).
1.1.2 provide an on-line means for Clients to edit and update their
details as presented to the Users.
1.2 Clients are solely responsible for the accuracy of the information
presented about their Accommodation and/or services.
1.3 The Company will use reasonable endeavours to ensure the availability
and smooth running of the Site. The Company shall not be responsible
for nor liable for any damages whatsoever caused by circumstances beyond
its control which effect either Clients or Users access to the Internet
or the Site.
1.4 From time to time, we may offer further services which may be subject
to an additional charge. The supply of such further services is subject
to these Terms and payment of any additional charges which we agree
with The Client.
2 Design, development and hosting of the Site
2.1 Client’s Accommodation will be listed on the Site as soon
as reasonably possible after they accept these Terms and the Client
has completed the necessary validation stages of the registration process.
2.2 We will develop any software and provide any other services reasonably
necessary for the Site to operate on a server nominated by us.
2.2 Clients will provide all information for incorporation on the Site
(including contact details, listing page, accommodation class, room
rates, star ratings, and all text required) (“Information”)
via the on-line registration form supplied on the Site. The Company
reserves the rite to remove any Information it deems inappropriate or
unwelcome at any time and at its sole discretion.
2.3 The Client hereby warrants that they own or are authorised to use
the copyright and other intellectual property rights in the Information.
The Client agrees that by providing the Information to us they are granting
us permission to use, copy, display and store the Information on the
Site for the purposes of these Terms.
2.4 The Company will be entitled to reproduce, anywhere in the world,
screen shots of the Site for the purpose of promoting the Site or The
Company.
3 Updating the Site
3.1 The Client will ensure that the Information displayed on the Site
is accurate and up to date at all times. The Client is responsible for
updating the Information by adding, deleting or modifying the information
to reflect amongst other things changes to the rates and details of
the Accommodation or text information.
3.2 Text information can be used by the Client to promote special offers
at their discretion. Clients are solely responsible for the removal
of such offers if they are no longer available.
3.3 To enable Clients to carry out their obligations under clauses 1.2,
3.1 and 3.2, we will provide the Client with:
3.3.1 a user ID and password; and
3.3.2 on-line, administrative access to the Information stored on the
Site 24 hours a day (subject to routine maintenance).
3.3 The Client must not share their user ID or password with any third
party other than their employees, agents, sub-contractors or consultants
who have been authorised by The Client to have access to the Information
stored on Site.
3.4 The Client must take all necessary steps to ensure that their user
ID and password are kept confidential, secure and used properly. The
Client must inform us immediately if they have any reason to believe
that their user ID or password is likely to be used in an unauthorised
manner.
3.5 If The Client forgets any password, they must contact the Site
help service and satisfy any security checks we may operate. The Client
will then be given a new password to use the Site.
3.6 We will not be responsible for any incorrect or over-booking, miss-selling,
miss-representation, disappointment or heartache which results from
Client’s failure to update the Information stored on the Site.
3.7 We reserve the right, without notice, to amend or delete any Information
on the Site which, in our reasonable opinion, is defamatory, obscene
or materially inaccurate or in breach of any law or advertising code
of practice.
4 Fees & Charges
4.1 In consideration of us providing the Service, The Client agrees
to pay the annual listing charges (Charges). The Charges for the fare
payable become due as soon as the listing request is made by The Client
and may be paid either by cheque posted to the Company as instructed
on the printable pro-forma invoice or may be paid by credit card using
the secure credit card processing facility if provided.
4.2 If Clients choose to pay by cheque, their Information will be presented
on the Site and available to Users for a period of 14 days, after which
time if no payment is received by The Company, the Information will
be deleted.
4.3 All Charges, Commissions and any other sums payable under this
Agreement are exclusive of any applicable value added tax for which
Clients shall be additionally liable.
4.4 If any sums due under this agreement are not paid we will be entitled
to suspend the provision of any Services until such time that the sums
are paid.
4.5 We reserve the right to change the Charges by changing the rates
displayed on the site. Clients will be advised of their impending expiry
prior to that date and offered a renewal of the service. If The Client
does not accept the new rates, or wishes to remove their Information
from the Site at that time, they may stop using the Service and will
no longer be under an obligation to pay their next annual Charges.
4.6 No refunds shall be made to Clients who request that their Information
be removed from the Site prior to the expiry of their paid up Service.
5 Intellectual Property Rights
5.1 The name Exaltium, seasidebreaks.com and all trade marks and logos
displayed on the Site or on Third Party Sites are the property of the
owners of the relevant material and may only be used by The Client as
permitted by these Terms or by law or as expressly authorised by the
owner.
5.2 All copyright, patents and database rights in the HTML, designs,
programming and information comprised in the Site (other than the Information
provided by The Client under clause 2.2) are owned by us or our licensors
and Clients will not have or acquire any rights in or to the Site other
than as expressly set out in these Terms.
5.3 It is The Client’s responsibility to protect the copyright,
trade marks and trade names contained in the Information and to provide
to us any relevant notices or disclaimers relating to ownership of such
intellectual property rights for use on the Site.
6 Indemnity
6.1 The Client will indemnify us against any loss, damage, costs and
expenses (including reasonable legal fees and costs) incurred by us
in connection with:
6.1.1 any claims brought against us or our business partners arising
from use of the Information in accordance with this agreement;
6.1.2 any breach by The Client of any of these Terms; and
6.1.4 any other claim brought against us or our business or partners
arising from a customers use of Client’s Accommodation or Facilities.
7 Data protection
7.1 Each party will ensure that the requirements of the Data Protection
Act 1998 and any other relevant legislation are met in performing our
obligations under these Terms.
7.2 All data received or created by us in relation to Users of the
Site or Third Party Sites (Data) shall, on creation, belong to us. The
Client expressly assign to us any and all rights they may have or acquire
in the Data. The Client will not, without our prior written consent:
7.2.1 disclose the Data to any third party; or
7.2.2 use the Data for any purpose other than for the purposes of handling
enquiries for the Accommodation or Facilities.
7.3 Before The Client can accept these Terms they may wish to review
the privacy statement on the Site.
8 Duration and termination
8.1 We will provide the Service from the date that The Client has accepted
these Terms and we have received payment in accordance with clause 4.
The Service will end, unless terminated earlier under this clause 8,
one year following this date, in accordance with clause 4.
8.2 This agreement may be terminated immediately by The Company if
The Client:
8.2.1 commit a material breach of any of these Terms which (in the case
of a breach capable of being remedied) is not remedied within ten days
of a written or emailed request to do so; or
8.2.2 have a receiver or administrative receiver appointed, they pass
a resolution for winding up (otherwise than for the purpose of a bona
fide scheme of solvent amalgamation or reconstruction) or a court of
competent jurisdiction makes an order to that effect, they become subject
to an administration order, enter into any voluntary arrangement with
their creditors or they have a bankruptcy order made against them or
anything equivalent occurs under any national or local law.
8.3 We may immediately terminate this agreement if The Client does anything
which is incompatible with the Service or The Client does anything which
may affect the quality of the Service.
8.4 On termination of this agreement The Client shall cease to be entitled
to use the Site or hold themselves out as connected with us in any way.
8.5 On termination of this agreement, we will cease to use the Information
for any purpose.
9 Limitation of Liability
9.1 If a fault occurs in the Site or a Third Party Site, Clients should
report it by contacting the Site help service. We will use reasonable
efforts to remedy any faults or procure that the relevant third party
does so, however we make no promise that the Service will be uninterrupted
or error free.
9.2 Client’s access to the Site may be occasionally restricted
to allow for repairs, maintenance or the introduction of new facilities
or services. We will attempt to restore the Service as soon as it reasonably
can.
9.3 Our obligations under these Terms are limited to providing the
Service so far as it is under our control. We are not responsible to
Clients for any error, omission, interruption, defect, delay in operation
or transmission or other failure to provide the Service which results
from a reason beyond our control.
9.4 We will not be liable for Clients loss of profits, wasted expenditure,
corruption or destruction of data or any other loss which results from
their use of the Service, which does not directly result from something
we have done wrong, even if we are aware of the possibility of such
damage arising. Subject to clause 9.7, our maximum total liability to
Clients under these Terms is limited to £100.
9.5 We do not warrant that the content on the Site or Third Party Sites
will be free from errors or viruses or that it will not be defamatory
or offensive.
9.6 We expressly disclaim any and all warranties including, without
limitation, any warranties as to the availability, accuracy, or content
of information, products, or services, or any terms, conditions or warranties
of quality, merchantability or fitness of the Service for a particular
purpose.
9.7 We do not limit our liability for death or personal injury caused
by our negligence.
10 General
10.1 We may change these Terms at any time by updating those Terms
displayed on the Site, which Clients will be deemed to have accepted
if they continue to use the Service. If The Client does not accept the
new Terms they may stop using the Service and request that their Information
be removed from the Site subject to clause 4.6.
10.2 It is not intended that any third party shall have the right to
enforce any provision of these Terms under the Contracts (Rights of
Third Parties) Act 1999 or otherwise.
10.3 Each party shall keep confidential all information, whether written,
electronic or oral, concerning the business or affairs of the other
party which is obtained or received as a result of the discussions leading
up to, the entering into or the performance of these Terms.
10.4 Nothing in these Terms will be deemed to constitute a partnership
or any employment relationship between the parties nor will anything
be deemed to constitute one party the agent of the other for any purpose.
10.5 No failure or delay by either party to exercise any right or remedy
will be construed or operate as a waiver of that right or remedy.
10.6 These Terms will be governed by and construed in accordance with
the laws of England and Wales and the parties submit to the exclusive
jurisdiction of the English courts.
Exaltium Limited
78 Broom Field
Lightwater
Surrey
GU18 5QW
