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Directory Listing Terms and Conditions

These Terms and Conditions are made between: Next Big Leap t/a The Retreat Company and any person and/or company that purchases, or applies for, a listing on The Retreat Company Website. By making a purchase, by applying for a listing, accessing and using, or by confirming on the Website that you accept these Terms and Conditions, you are deemed to agree to the Terms and Conditions below.

 

Background

(A) The Retreat Company operates an online directory promoting a range of retreats offered by a variety of retreat providers (“Partners”).

(B) Partners operate a real time retreat reservation website, or offline retreat reservation system through which Customers can make bookings with immediate, or phone/email, confirmations.

(C) The parties have agreed that the Partner shall be permitted to promote its Retreat Services on The Retreat Company’s Website, in order to offer its Retreat Services to Customers.

(D) The Retreat Company agrees to feature the Partner’s Retreat Services on its Website, subject to payment by the Partner in accordance with Clause 7 of this Agreement.

1. Definitions

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

Definition
Customer(s) means all visitors to or users of the Website;
Intellectual Property Rights means patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, rights in designs, database 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 (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
Promotional Material means all content provided by the Partner that details in full, the Retreat Services on offer and enables The Retreat Company to promote the Retreat Services on the Website;
Term means the term of this Agreement as set out in Clause 12;
Retreat Service(s) means any hotels, cars, tours, activities, accommodation, transport, spa services, online programmes, in person retreats, or other services featured within the Promotional Material and offered by the Partner;
Website means https://www.theretreatcompany.com.

2. Acceptance

A copy of the terms and conditions will be submitted alongside any quotations and/or invoices and must be agreed in writing prior to any Partner Promotion. Using and/or accessing the website constitutes acceptance of this agreement. Alternatively, a deposit or invoice payment, confirmation via email to promote the Partner, or advanced payment will constitute an agreement and acceptance of these terms and conditions. Confirming acceptance of these terms and conditions on the Website, whether when using the website and / or purchasing a listing, date-led retreat / event or when applying for a free listing, also constitutes an agreement and acceptance of them.

3. Promotional Material

3.1 Unless otherwise agreed, the Partner shall design, develop and provide all Promotional Material required to promote or display the Partner’s Retreat Services at its own cost. It is entirely at The Retreat Company’s discretion as to whether or not they display any Promotional Material provided by the Partner.

3.2 In publishing Promotional Material or otherwise displaying details of Retreat Services, The Retreat Company acts as an advertising intermediary only and accepts no liability in relation to the Retreat Services advertised or any subsequent booking, or for the acts or omissions of the Partner or any Customer or other person(s) or party(ies) connected with that booking. For any booking, the Customer’s contract will be with the Partner. In no circumstances shall The Retreat Company be a party to any contract with the Customer or between the Partner and the Customer.

4. Obligations of the Partner

4.1 Where the Partner provides Promotional Material, the Partner shall ensure that nothing contained within the Promotional Material is materially inaccurate or in breach of applicable law, including any copyright law, the Data Protection Act 2018, the Advertising Standards Authority’s (or any other relevant authorities), code of practice from time to time in force, or is deemed to be damaging to The Retreat Company’s reputation.

4.2 The Partner takes sole responsibility for ensuring that its own website and its listing on The Retreat Company is updated regularly to accurately reflect the prices and availability of the Retreat Services, including any special rate promotions it chooses to introduce, as well as ensuring that any changes to Promotional Material, prices and/or availability.

4.3 The Retreat Company accepts no responsibility for any inaccuracies or any laws and/or regulations that may arise as a result of the Promotional Material. The Partner agrees to fully indemnify The Retreat Company in respect to any losses of whatever nature incurred by The Retreat Company due to a breach of this Clause 4.

4.4 The Partner will be solely responsible for the development, operation and maintenance of its own website and for all material that appears on its own website.

4.5 All issues relating to the process by which a Customer may make a booking shall be the responsibility of the Partner.

4.6 The Partner agrees that it will use all endeavours in its own promotion of the Retreat Services, whether by written articles, its own website or via any other means, to direct Customers toward The Retreat Company Website.

4.7 The Partner will ensure that positive testimonials provided by Customers of the Retreat Services, also make reference to The Retreat Company when published on the Partner’s website or in any promotional literature.

5. Obligations of The Retreat Company

5.1 The Retreat Company will promote the Partner’s Retreat Services and Promotional Material via a listing on the Website.

5.2 The Retreat Company will perform its obligations under this agreement with reasonable levels of skill and care.

5.3 The Retreat Company will handle, where possible, any Customer enquiries it receives regarding the Partner’s Retreat Services and will do so with all reasonable skill and care.

6. Directory Listing / Events Listing

6.1 If an annual directory / events listings option is taken, the Partner agrees to pay for the listing in advance of the listing appearing on the website for a period of 1 year. Listings must be renewed yearly for promotional material to remain live. The Retreat Company shall reserve the right to delete any Partner material and/or information it wishes to on the website due to non-payment or breach of terms. Any event listings purchased must be used within a 1 year period unless otherwise agreed with The Retreat Company. Unused event listings will not carry forward.

6.2 The title of an event listing, and its start and end dates, are fixed once the listing has been submitted to The Retreat Company. The Partner is responsible for checking that they are correct before submitting the listing. A change to any of them may be treated as a new event listing, and The Retreat Company reserves the right to charge the current applicable rate to purchase an event listing.

7. Payment

7.1 The Retreat Company deems the person/company named on all quotes/invoices to be responsible for adhering to our payment terms.

7.2 Invoices will be sent by email. The price shown when a listing is purchased is the total amount payable. Prices include VAT.

7.3 Payment is made by card through the Website. Payment by bank transfer may be accepted where The Retreat Company agrees to it in advance.

7.4 Payment is due in advance unless otherwise stated. If any payments remain outstanding the Partner is in default, any information or files on The Retreat Company Web space, will be removed. The Retreat Company is not responsible for any loss of data or income incurred due to the removal of the service.

7.5 All fees are payable in advance and are not refundable. A listing is bought for a fixed period. No refund is due where the Partner changes its mind, where the Partner ends this Agreement, or for any unused part of a listing period or any unused event listing. Nothing in this clause affects any right of the Partner which cannot lawfully be excluded.

8. Intellectual Property and Copyright

8.1 To the extent that any Promotional Material contains any Intellectual Property Rights the disclosing party hereby:

  1. warrants that it has the right and title to allow its use;
  2. licences its use to the other; and
  3. indemnifies the other against any claim that the said intellectual property is not capable of use;

in all cases for the purposes of this Agreement.

8.2 Without limiting Clause 8.1, the Partner warrants that it owns, or holds a valid licence to use and to permit The Retreat Company to publish, every photograph, image, video, logo and other material it supplies as Promotional Material, and that it has obtained any consent or release required from any person appearing in that material and from the owner of any property shown in it.

8.3 The Retreat Company does not check the ownership of, or the rights in, any material supplied by the Partner and accepts no responsibility for it. The Partner shall indemnify The Retreat Company against all claims, damages, costs (including legal costs) and other losses arising from any allegation that material supplied by the Partner infringes the rights of any third party.

8.4 The Partner shall remove, or ask The Retreat Company to remove, any material it is no longer entitled to use. The Retreat Company may remove any material at any time on receiving a complaint about the rights in it.

9. Representations and Warranties

9.1 The Retreat Company represents and warrants that it has the right, power and authority to enter into this Agreement and to perform all of its obligations hereunder and that the performance of such obligations will not conflict with or result in a breach of any Agreement to which The Retreat Company is a party or is otherwise bound.

9.2 The Retreat Company makes no express or implied representations or warranties regarding the Website or its performance, availability or functionality. Any implied warranties of merchantability, fitness for a particular purpose, and non-infringement from The Retreat Company are expressly disclaimed and excluded. In addition, The Retreat Company makes no representation or warranty that the operation of the Website will be uninterrupted or error free and The Retreat Company will not be liable for the consequences of any such interruptions or errors.

9.3 The Partner represents and warrants that it has the right, power and authority to enter into this Agreement and to perform all of its obligations hereunder and that the performance of such obligations will not conflict with or result in a breach of any Agreement to which the Partner is a party or is otherwise bound. The Partner also warrants to The Retreat Company that it shall not, at any time, do anything which will harm the reputation of The Retreat Company.

10. Indemnity

10.1 The Partner agrees to indemnify The Retreat Company for the full amount of all claims, liabilities, demands, damages, expenses, losses, refunds, fines, costs (including all legal costs) and all other sums of whatever nature which The Retreat Company incurs, suffers or becomes responsible for as a result, directly or indirectly of:

  1. any breach of this Agreement and/or any other agreement between the parties by the Partner;
  2. the publication by The Retreat Company of any Promotional Material or any other data or information supplied by the Partner;
  3. the content of any Promotional Material; and/or
  4. any act(s) and/or default(s) of the Partner and/or any person(s) provided or used (directly or indirectly) by the Partner (including employees, agents, suppliers and sub-contractors of the Partner).

10.2 This clause shall survive and remain in full force and effect after the termination (for whatever reason) or expiry of this Agreement.

11. The Retreat Company’s Liability

11.1 The Retreat Company does not guarantee the success of any Promotional Material which is published on its Website, and the Partner accepts that The Retreat Company shall have no liability for the failure of any Promotional Material to generate enquiries or bookings.

11.2 Without prejudice to any other provision in this Agreement, The Retreat Company’s entire liability to the Partner arising out of or in connection with the Agreement, including without limitation breach of contract, misrepresentation (except where fraudulently made) and tort (including negligence but subject to Clause 11.4), is limited to the total fees paid by the Partner to The Retreat Company under this Agreement in the 12 months immediately before the date on which the claim arose.

11.3 Notwithstanding the generality of this clause, The Retreat Company expressly excludes liability for any indirect, special, consequential or economic loss or damage which may arise out of or in relation to the Agreement between The Retreat Company and the Partner, whether arising from any failure to publish the Promotional Material in a timely manner or at all, or otherwise, and for any loss of profits, revenue, anticipated savings, business, contracts, production or goodwill even if The Retreat Company has been advised as to the possibility of such damages.

11.4 The Retreat Company does not limit or exclude liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot lawfully be limited or excluded.

11.5 This clause shall survive and remain in full force and effect after the termination (for whatever reason) or expiry of this Agreement.

12. Term and Termination

12.1 This Agreement shall come into force and will continue in full force and effect until terminated in accordance with this Clause 12.

12.2 Either party may terminate this Agreement upon notice by giving not less than 30 days’ notice in writing to the other party. The Partner shall not be entitled to terminate this Agreement prior to the Partner’s Retreat Services ‘going live’ on the Website.

12.3 If either party materially breaches any provision of this Agreement and such breach has not been remedied within 15 working days after the other party has given written notice of such breach, the non-breaching party may terminate this agreement immediately without written notice to the breaching party.

12.4 Either party may terminate this Agreement immediately by giving the other written notice if the other party goes into any form of receivership or liquidation (save in respect of a bona fide restructuring of its business), becomes insolvent or enters into any composition with its creditors or ceases or threatens to cease to carry on its business or there is the appointment of an administrator.

12.5 The Retreat Company reserves the right to terminate this Agreement and withdraw all Promotional Material with immediate effect in the event that the Partner behaves in a way which may cause damage to The Retreat Company’s brand or reputation.

13. Effect of Termination

13.1 On termination the parties shall, as soon as reasonably possible, remove all Promotional Material and any reference to the other party from the Website.

13.2 The termination of this Agreement shall not prejudice or affect any right of action or remedy which have been accrued or will accrue to either party.

14. Confidentiality

14.1 The parties will keep the contents of this Agreement and their terms of trading strictly confidential and unless obliged to do so by law will not disclose them to any third party.

14.2 While performing this Agreement either party may exchange and be exposed to proprietary technical or business information (including, without limitation, confidential or unannounced business, product, service or marketing plans, procedures or strategies) confidential information and materials (of both a technical and non-technical nature) of the other party. Both parties agree that such information shall be kept confidential and will not be disclosed to any other third parties or used for any purpose other than performing this Agreement.

14.3 Any item will not be considered to be confidential information if it is:

  1. already available to the public other than by a breach of this Agreement or a breach of confidence;
  2. rightfully received from a third party not in breach of any obligation of confidentiality;
  3. independently developed by personnel or agents of one party without any use in any way of the Confidential Information of the other;
  4. proven to be already known to the recipient at the time of disclosure; or
  5. produced in compliance with applicable law or a court order, provided the receiving party if lawfully entitled, first gives the disclosing party reasonable notice of such law or order and gives the disclosing party an opportunity to object to and/or attempt to limit such production.

15. Force Majeure

15.1 Neither party shall be liable to the other for any contractual default which they could not foresee or avoid. These events can include, but are not limited to, war, threat of war, civil strife terrorist activity and its consequences or the threat of such activity, riot, the act of any government or other national or local authority, natural or nuclear disaster, fire, chemical or biological disaster, significant risks to human health such as the outbreak of serious disease, pandemics or epidemics, including the ongoing effects of Covid-19 and all similar events outside the party concerned control.

16. General

16.1 The Retreat Company reserves the right to change the terms of the Agreement. The partner agrees to check The Retreat Company website regularly to ensure they can comply.

16.2 All obligations under this Agreement which by their nature would continue beyond the termination and/or expiration of this Agreement shall survive such termination and/or cancellation.

16.3 This Agreement contains the entire agreement between the Parties and supersedes all previous agreements, arrangements and understandings between the Parties with respect to the subject of this Agreement, which shall cease to have any further force or effect.

16.4 The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.

16.5 If any provision of this Agreement is held to be invalid or void for any purpose, it shall for that purpose be deemed to be omitted from this Agreement. Such omission shall not affect or prejudice the validity, effectiveness or enforceability of the rest of the provisions of this Agreement.

16.6 The headings in this Agreement are for reference purposes only and do not form part of the Agreement. They shall not affect the interpretation of this Agreement and are not to be deemed to be an indication of the meaning of the clause to which they relate.

16.7 This Agreement does not confer any rights on any person or party (other than the parties to this Agreement) under the Contracts (Rights of Third Parties) Act 1999.

16.8 This Agreement shall not operate so as to create a partnership or joint venture of any kind between the parties. Nothing contained in this Agreement shall be so construed as to constitute either party to be the agent of the other. Neither party shall have any authority to make any commitments on the other party’s behalf.

17. Governing Law and Jurisdiction

17.1 This Agreement and all matters arising out of it shall be construed and governed according to English law. The Parties agree that any dispute(s) they may have will be exclusively dealt with by the Courts of England and Wales.