Terms and Conditions

by using this website and its services you agree and accept the terms below

PARTIES

1. BOOK THE SLOT LIMITED a private company limited by shares incorporated and registered in England and Wales with company number 08197871 whose registered office is located at 119 Fordwych Road, London, NW2 3NJ (BTS).
2. You – Any person signing up to create an admin account, including, but not limited to Facility Provider, Beta Tester, Web Developer, Designer etc referred to as the Facility Provider in this agreement.

(a) BTS is the owner and operator of the Website which (i) allows facility providers to advertise and manage bookings for activities or facilities which they offer to end users, and (ii) enables end users to make such bookings via the Website.
(b) The Facility Provider wishes to subscribe for such booking management services offered by BTS through the Website.
(c) The parties have agreed to enter into this agreement to regulate the provision of the booking management services by BTS to the Facility Provider.

1. INTERPRETATION

Definitions. In this agreement, the following definitions apply:
Booking Fee: means the fee payable by the Facility Provider to BTS in respect of each individual booking made by an End User via the Website,
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in the City of London are open for business.
End User: means an individual subscribing for activities or facilities offered by Facility Providers via the Website.
Fees: the fees payable by the Facility Provider for the supply of the Services as set out in Schedule 1, including the Booking Fee and the Subscription Fee.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Services: means the booking management services offered to the Facility Provider through the Website.
Subscription Fee: means the quarterly fee payable in advance by the Facility Provider to BTS as consideration for the Services.
Website: means http://provider.booktheslot.com or such other websites as BTS will offer from time to time

1.2 Construction. In this agreement, the following rules apply:
(a) clause and Schedule headings will not affect the interpretation of this agreement;
(b) the Schedules forms part of this agreement and will have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules. References to clauses and the Schedules are to the clauses and the Schedules of this agreement;
(c) unless the context otherwise requires, words in the singular will include the plural and in the plural will include the singular;
(d) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(e) a reference to a party includes its personal representatives, successors or permitted assigns;
(f) unless the context otherwise requires, a reference to one gender will include a reference to the other genders;
(g) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(h) any obligation on a party not to do something includes an obligation not to allow that thing to be done;
(i) any phrase introduced by the terms including, include, in particular or any similar expression, will be construed as illustrative and will not limit the sense of the words preceding those terms; and
(j) a reference to writing or written includes faxes but not e-mail.

2. COMMENCEMENT AND DURATION

2.1 BTS will provide the Services to the Facility Provider on the terms and conditions of this agreement.
2.2 BTS will provide the Services to the Facility Provider commencing from [the date of this agreement] [other date to be inserted].
2.3 The Services supplied under this agreement will be supplied for an initial [six] month period and, after that, will continue to be supplied unless this agreement is terminated by one of the parties giving to the other not less than three months' written notice, unless this agreement is terminated earlier in accordance with clause 11 below.
2.4 Any illustrations, samples of the Website, descriptive matter or advertising issued by BTS, and any descriptions or graphics contained in BTS’ catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They will not form part of the agreement or have any contractual force.
2.5 The terms of this agreement apply to the exclusion of any other terms that the Facility Provider seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. SUPPLY OF SERVICES

BTS reserves the right to make any changes to the Services which are necessary to comply with any applicable law or regulation, or which in their opinion do not materially affect the nature or quality of the Services, and BTS will notify the Facility Provider in any such event.

4. FACILITY PROVIDER’S OBLIGATIONS

4.1 The Facility Provider will co-operate with BTS in all matters relating to the Services and provide BTS with such information and materials as BTS may reasonably require in order to supply the Services. The Facility Provider will ensure that such information and materials are accurate in all material respects and will have an ongoing obligation to keep up-to-date all such information which it uploads to the Website including but not limited to [opening hours, available facilities, age requirements and booking slots].
4.2 If BTS' performance of any of its obligations under the agreement is prevented or delayed by any act or omission by the Facility Provider or failure by the Facility Provider to perform any relevant obligation (Facility Provider Default):
(a) BTS will without limiting its other rights or remedies have the right to suspend performance of the Services until the Facility Provider remedies the Facility Provider Default, and to rely on the Facility Provider Default to relieve it from the performance of any of its obligations to the extent the Facility Provider Default prevents or delays BTS' performance of any of its obligations;
(b) BTS will not be liable for any costs or losses sustained or incurred by the Facility Provider arising directly or indirectly from BTS' failure or delay to perform any of its obligations, as set out in clauses 4.1 and 4.2; and
(c) the Facility Provider will reimburse BTS on written demand for any costs or losses sustained or incurred by BTS arising directly or indirectly from the Facility Provider Default.

5. FEES AND PAYMENT

5.1 In consideration of the provision of the Services by BTS, the Facility Provider will pay the Fees set out in Schedule 1.
5.2 BTS will act as a collection agent for the Facility Provider in respect of any fees payable by End Users for the facilities or activities offered by the Facility Provider via the Website. In the event that the Facility Provider cancels, suspends or provides incorrect information for any activities or facilities which they offer to End Users via the Website and for which End Users have already paid BTS, BTS may, at its entire discretion, offer to refund such payments to End Users without having to seek the prior consent or authority of the Facility Provider.
5.3 All amounts payable by the Facility Provider under this agreement are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under this agreement by BTS to the Facility Provider, the Facility Provider will, on receipt of a valid VAT invoice from BTS, pay to BTS such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
5.4 The Facility Provider will pay all amounts due under this agreement in full without any deduction or withholding except as required by law and the Facility Provider will not be entitled to assert any credit, set-off or counterclaim against BTS in order to justify withholding payment of any such amount in whole or in part. BTS will set off any amount owing to it by the Facility Provider, including for the Fees or otherwise, from any monies that it accepts from End Users as payment for the facilities or activities offered by the Facility Provider via the Website. After making the set-off detailed in this clause 5.4, BTS will transfer any remaining monies to the Facility Provider within a reasonable period of time with, for the avoidance of doubt, the Facility Provider solely responsible for any telegraphic transfer fees or otherwise to be paid in respect of any transfers from BTS to the Facility Provider.
5.5 The parties agree that BTS may review and increase its Fees from time to time. So far is as possible, BTS will endeavour to give the Facility Provider [90] days’ prior written notice of any such increase.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 As between BTS and the Facility Provider, all Intellectual Property Rights in or arising out of or in connection with the Services, including the Website, will be owned by BTS. Subject to clause 6.2 below, BTS licenses all such rights to the Facility Provider on a non-exclusive, worldwide basis to such extent as is necessary to enable the Facility Provider to make reasonable use of the Services. If this agreement is terminated, this licence will automatically terminate.
6.2 The Facility Provider acknowledges that, in respect of any third party Intellectual Property Rights, the Facility Provider's use of any such Intellectual Property Rights is conditional on BTS obtaining a written licence from the relevant licensor on such terms as will entitle BTS to license such rights to the Facility Provider.
6.3 The Facility Provider hereby warrants that any data, information, images or other content which it uploads to the Website will not infringe the Intellectual Property Rights of any third party or otherwise not comply with all applicable laws and regulations. The Facility Provider will indemnify BTS against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by BTS arising out of or in connection with any breach by the Facility Provider of this clause 6.3, including but not limited to any claims made by End Users against BTS arising from the Facility Provider suspending, cancelling or providing incorrect information in respect of any activities or facilities offered to End Users via the Website.

7. CONFIDENTIALITY

7.1 A party (Receiving Party) will keep in strict confidence all technical or commercial know-how, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain.
7.2 The Receiving Party will restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under this agreement, and will ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party.
7.3 This clause 7 will survive termination of this agreement.

8. LIMITATION OF LIABILITY

8.1 Nothing in this agreement will limit or exclude BTS' liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
(b) fraud or fraudulent misrepresentation.
8.2 Subject to clause 8.1:
(a) BTS will under no circumstances whatsoever be liable to the Facility Provider, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of sales or business, loss of agreements or contracts, loss of or damage to goodwill, loss of use or corruption of software, data or information or any indirect or consequential loss arising under or in connection with this agreement;
(b) BTS will under no circumstances be liable if for any reason the Website is unavailable at any time or for any period. Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond BTS’ control; and
(c) subject to clauses 8.2(a) and 8.2(b) above, BTS' total liability to the Facility Provider in respect of all other losses arising under or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed the lower of £100 or the Fees actually received by BTS from the Facility Provider for the Services.
8.3 BTS will use reasonable endeavours to ensure that the information or materials contained on the Website is accurate and complete. BTS reserves the right to make such changes or updates to the material or processes on the Website as it deems necessary from time to time. The Website is provided "as is", without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, BTS provides the Website on the basis that BTS excludes all representations, warranties, conditions and other terms (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill) which, but for this legal notice, might have effect in relation to the Website.
8.4 This clause 8 will survive termination of this agreement.

9. WEBSITE TRANSMISSIONS

9.1Any material which the Facility Provider uploads, transmits or posts to the Website will be considered non-confidential and non-proprietary and will include those details set out in Schedule 2. BTS will have no obligations with respect to such material. BTS and its designees will be free to copy, disclose, distribute, incorporate and otherwise use such material and all data, images, sounds, text and other things embodied therein for any and all commercial or non-commercial purposes.
9.2 The Facility Provider is prohibited from uploading, posting or transmitting to or from the Website any material which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data.

10. REGISTRATION, LINKING AND TESTING

10.1 Each registration is for a single user only and will be in respect of those facilities and activities listed in Schedule 2, as amended from time to time. BTS does not permit the Facility Provider to share its user name and password with any other person outside of its organisation. Responsibility for the security of any passwords issued rests solely with the Facility Provider.
10.2 If the Facility Provider would like to link to the Website, the Facility Provider may only do so on the basis that it links to, but does not replicate, the Website, and subject to the following conditions:
(a) the Facility Provider does not remove, distort or otherwise alter the size or appearance of the BTS’ name or logo;
(b) the Faclity Provider does not create a frame or any other browser or border environment around the Website;
(c) the Facility Provider does not in any way imply that BTS is endorsing any products or services other than its own;
(d) the Facility Provider does not misrepresent its relationship with BTS nor present any other false information about BTS;
(e) the Facility Provider does not otherwise use the name Book The Slot or any trade marks displayed on the Website without the express written permission from BTS;
(f) the Facility Provider does not link from a website that is not owned by it; and
(g) the Facility Provider’s website does not contain content that is distasteful, offensive or controversial, infringes any intellectual property rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations.
10.3 BTS may from time to time ask the Facility Provider to carry out beta testing (Testing) on certain new or updated features of the Website. For the avoidance of doubt, any data or information obtained by the Facility Provider as a result of such Testing will be the exclusive property of BTS and the Facility Provider hereby undertakes to forward such data or information to BTS immediately upon the Facility Provider obtaining same.

11. TERMINATION

11.1 Without limiting its other rights or remedies, each party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of this agreement and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing of the breach;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party (being an individual) is the subject of a bankruptcy petition or order;
(f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
(h) a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.1(b) to clause 11.1(i) (inclusive);
(k) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
(l) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
11.2 Without limiting its other rights or remedies, BTS may terminate this agreement with immediate effect by giving written notice to the Facility Provider if the Facility Provider fails to pay any amount due under this agreement on the due date for payment.
11.3 Without limiting its other rights or remedies, BTS will have the right to suspend provision of the Services under this agreement or any other agreement between the Facility Provider and BTS if the Facility Provider becomes subject to any of the events listed in clause 11.1(b)) to clause 11.1(l), or BTS reasonably believes that the Facility Provider is about to become subject to any of them, or if the Facility Provider fails to pay any amount due under this agreement on the due date for payment.

12. CONSEQUENCES OF TERMINATION

On termination of this agreement for any reason: (a) the Facility Provider will immediately pay to BTS any of BTS' outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, BTS will submit an invoice, which will be payable by the Facility Provider immediately on receipt;
(b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination will not be affected, including the right to claim damages in respect of any breach of this agreement which existed at or before the date of termination or expiry; and
(c) clauses which expressly or by implication have effect after termination will continue in full force and effect.

13. FORCE MAJEURE

13.1 For the purposes of this agreement, Force Majeure Event means an event beyond the reasonable control of BTS including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of BTS or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of BTS or subcontractors.
13.2 BTS will not be liable to the Facility Provider as a result of any delay or failure to perform its obligations under this agreement as a result of a Force Majeure Event.
13.3 If the Force Majeure Event prevents BTS from providing any of the Services for more than 8 weeks, BTS will, without limiting its other rights or remedies, have the right to terminate this agreement immediately by giving written notice to the Facility Provider.

14. GENERAL

14.1 Assignment and Subcontracting.
(a) BTS may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the agreement and may subcontract or delegate in any manner any or all of its obligations under the agreement to any third party or agent.
(b) The Facility Provider will not, without the prior written consent of BTS, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the agreement.
14.2 Notices.
(a) Any notice or other communication required to be given to a party under or in connection with this agreement will be in writing and will be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.
(b) Any notice or other communication will be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.
(c) This clause 14.2 will not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" will not include e-mails and for the avoidance of doubt notice given under this agreement will not be validly served if sent by e-mail.
14.3 Waiver. A waiver of any right under the agreement is only effective if it is in writing and will not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the agreement or by law will constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy will preclude or restrict the further exercise of that or any other right or remedy.
14.4 Severance.
(a) If a court or any other competent authority finds that any provision of the agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the agreement will not be affected.
(b) If any invalid, unenforceable or illegal provision of the agreement would be valid, enforceable and legal if some part of it were deleted, the provision will apply with the minimum modification necessary to make it legal, valid and enforceable.
14.5 No Partnership or Agency. Nothing in the agreement is intended to, or will be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party will have authority to act as agent for, or to bind, the other party in any way.
14.6 Entire Agreement: 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. Each party agrees that it 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. Each party agrees that it will have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
14.7 Third Parties. A person who is not a party to the agreement will not have any rights under or in connection with it.
14.8 Rights and Remedies. The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
14.9 Variation. Except as set out in this agreement, any variation, including the introduction of any additional terms and conditions to this agreement, will only be binding when agreed in writing and signed by BTS.
14.10 Counterparts. This agreement may be executed in any number of counterparts, each of which when executed and delivered will constitute a duplicate original, but all the counterparts will together constitute the one agreement.
14.11 Governing Law and Jurisdiction. 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

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