Small Business Terms & Conditions - BookingLive

Introduction

Our Contract governs your use of any of our Services (as defined in the Master Terms) and is made up of the following:

  • Master Terms – these set out the overarching terms and conditions that apply to your use of any of our Services.
  • Professional Services Terms – these set out the additional terms that apply to your use of the Professional Services.
  • Software Development Terms – these set out the additional terms that apply to your use of the Software Development Services.
  • Support Terms – these set out the additional terms that apply to your use of the Support Services.

Please read the terms of the Contract carefully before accessing and/or using any of our Services.

By clicking on the “I Agree” button when you place an order for any of our Services, or otherwise accessing and/or using any of our Services, you are agreeing to the terms of the Contract.

Master terms

1. Definitions and Interpretation

1.1 Definitions

Authorised Users those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Subscription Services.
Booking a booking made by an End Customer using the Software or by an Authorised User on behalf of an End Customer.
BookingLive Booking Live Software Ltd, incorporated and registered in England and Wales with company number 09012100 whose registered office is at The Maltings, East Tyndall Street, Cardiff, United Kingdom, CF24 5EA.
BookingLive IPRs all Intellectual Property Rights subsisting in the Services, Documentation and the Software including all data produced by the Software and via the Services that is not Customer Data or personal data.
Bookings Allowance the number of Bookings that may be placed using the Software, as may be specified in the Order based on pricing stated at www.bookinglive.com/pricing (and as may be updated by BookingLive from time to time via www.bookinglive.com/pricing).
Business Day a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Confidential Information information of either party that is of a proprietary or confidential nature including anything identified as Confidential Information in clause 12.5.
Contract the contract between the Customer and BookingLive for the supply of the Services in accordance with the Order, these Master Terms, each of the applicable Service Specific Terms.
Customer Account the Customer's account with BookingLive in respect of the Services.
Customer Data all text, information, data, images and/or other materials in whatever medium or form inputted by the Customer, Authorised Users, End Customers or BookingLive on the Customer's behalf for the purpose of using, or facilitating the use of, the Subscription Services or Software.
Customer, you, your the purchaser of Services from BookingLive, as specified in the Order.
Customer Marks any trade marks, trade names, service marks, trade dress, logos, URLs, domain names, identifying slogans and symbols, and/or branding of the Customer (whether or not registered).
Customer Success Manager any person nominated by BookingLive from time to time in order to fulfil the role described in clause 4.1.3.
Data Protection Legislation all applicable data protection and privacy legislation in force from time to time including the UK GDPR (as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018 (DPA 2018)); the DPA 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications). The terms Commissioner, Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures shall be as defined in the Data Protection Legislation.
Documentation the documents made available to the Customer by BookingLive, including guides, knowledge base articles and content.
Effective Date the date of the Order.
End Customer any person who is the end customer of the Customer and/or any person that makes a Booking.
Fees the Subscription Fees and any other fees which may become due and payable from time to time pursuant to the Contract.
Free Trial Services any Subscription Services made available to the Customer on a free trial basis, as set out in the Order.
Initial Term the initial term set out in the Order.
Intellectual Property Rights patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, 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.
Normal Business Hours 9.00 am to 5.30 pm local UK time, each Business Day.
Order the Customer's order/subscription for Services as set out in (as the case may be): (a) any order/subscription confirmation created by or on behalf of BookingLive following the Customer's purchase of Services through the Website and/or Software; (b) any statement of work agreed in writing and signed by both parties; and/or (c) any other written confirmation of the Customer's order for Services provided by or on behalf of BookingLive.
Project Manager the person nominated by the Customer from time to time in order to fulfil the role described in clause 5.1.9.
Professional Services any professional services as specified in the Order to be delivered in accordance with the Professional Services Terms.
Professional Services Terms the terms applicable to any Professional Services.
Renewal Period the renewal period identified in the Order.
Seal a statement in graphical, plain text or any other format stating that the Software is "powered by BookingLive" or any other similar statement.
Services the services to be provided by BookingLive pursuant to the Contract, as specified in the Order.
Service Specific Terms the Professional Services Terms, Support Terms, Software Development Terms and any other terms that may apply from time to time.
Software the online and/or mobile software applications known as "BookingLive" which may be provided by BookingLive, as specified in the Order, including any Updates.
Software Development Services any development services to be provided in relation to the Software as specified in the Order to be delivered in accordance with the Software Development Terms.
Software Development Terms the terms applicable to any Software Development Services.
Subscription Fees the subscription fees payable by the Customer to BookingLive as set out in the Order (as may be varied from time to time in accordance with the Contract).
Subscription Services the subscription services relating to the Software including the provision of access to, and hosting of, the Software.
Subscription Term the Initial Term together with any subsequent Renewal Periods.
Support Services any support services relating to the Software as specified in the Order to be delivered in accordance with the Support Terms.
Support Terms the terms applicable to any Support Services.
Third-Party Licences any licences and/or subscriptions in respect of third-party software required to be obtained and maintained by the Customer in order to use the Services (or any part of them), as specified in the Order or otherwise notified by BookingLive to the Customer from time to time.
Updates Modifications to the Software issued by BookingLive which may include new features, functionality, applications or tools in respect of the Software.
User Subscriptions the user subscriptions purchased by the Customer which entitle Authorised Users to access and use the Subscription Services.
VAT value added tax chargeable under the Value Added Tax Act 1994 and any similar additional tax or any other similar turnover, sales or purchase tax or duty levied in any other jurisdiction.
Website BookingLive’s website available at www.bookinglive.com, or such other web address as notified by BookingLive from time to time.

1.2 Interpretation

1.2.1 Clause headings shall not affect the interpretation of this Contract.

1.2.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.2.3 References to clauses are to the clauses of this Contract.

1.2.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.2.5 A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that legislation or legislative provision.

1.2.6 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.2.7 A reference to writing or written includes email.

2. Subscription Services

2.1 BookingLive shall, during the Subscription Term, provide the Subscription Services to the Customer on and subject to the terms of this Contract.

2.2 Subject to the Customer paying the Subscription Fees, BookingLive hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences:

          2.2.1 to permit the Authorised Users to use the Subscription Services (including, for the avoidance of doubt, the Software) during the Subscription Term; and

          2.2.2 to permit End Customers to access and use the Software to make Bookings.

2.3 BookingLive shall use commercially reasonable endeavours to make the Software available 24 hours a day, seven days a week, except for:

          2.3.1 planned maintenance carried out during the maintenance window of 07.00      pm to 07     .00 am UK time; and

          2.3.2 unscheduled maintenance performed outside Normal Business Hours. 

2.4 As part of the Subscription Services and as specified in the Order, BookingLive shall either grant the Customer access to the Software via: 

          2.4.1 a hosting space shared with other customers and users of the Software (Shared Hosting); or

          2.4.2 a dedicated hosting space for the exclusive use of the Customer (Dedicated Hosting). 

2.5 From time to time BookingLive may issue Updates, whose use may be subject to the Customer’s acceptance of further terms and conditions.

2.6 Without prejudice to clauses 2.3 or 2.5 above, BookingLive shall automatically make any Updates available to the Customer unless otherwise agreed.

2.7 The Customer acknowledges that the Subscription Fees may have been calculated based on the number of Bookings made by the Customer and/or End Customers using the Software not exceeding the Bookings Allowance (if any). As such, in the event that the number of Bookings made by the Customer and/or End Customers exceeds the Bookings Allowance (if any), BookingLive shall be entitled to increase the Bookings Allowance accordingly and to charge the Customer additional fees in respect of such additional Bookings in accordance with the then current rates stated at www.bookinglive.com/pricing. 

2.8 BookingLive reserves the right to implement a period of up to 48 hours in which no Bookings may be made using the Software when the Software first goes live to allow any potential domain name system (DNS) issues to be addressed. 

3. Free Trial

3.1 This clause 3 shall apply in addition to any other applicable provisions of this Contract where BookingLive provides the Customer with any Free Trial Services, as specified in the Order. 

3.2 Any Free Trial Services shall commence on the Effective Date (or such other date as specified in the Order) and shall continue for the period specified in the Order, unless terminated earlier in accordance with the terms of this Contract. 

3.3 Notwithstanding any other provision of this Contract, BookingLive may suspend, limit or terminate any Free Trial Services for any reason at any time without notice.

4. BookingLive's Obligations

4.1 BookingLive: 

          4.1.1 shall perform the Services with reasonable care and skill;

          4.1.2 shall comply with all applicable laws, statutes and regulations from time to time in force in relation to the provision of the Services;

          4.1.3 shall nominate a Customer Success Manager, who shall be responsible for the co-ordination of all matters relating to the Subscription Services;

          4.1.4 does not warrant that:

                    4.1.4.1 the Customer’s use of the Subscription Services will be uninterrupted or error-free; or

                    4.1.4.2 the Subscription Services and/or the information obtained by the Customer or any End Customers through the Subscription Services will meet the Customer’s or any End Customer’s requirements;

                    4.1.5 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks, including the internet, or via third party tools.

4.2 Unless otherwise agreed, any dates quoted for delivery or performance of any of BookingLive’s obligations under this Contract are approximate only, and time for delivery or performance by BookingLive is not of the essence. 

4.3 If any Customer Data is lost or damaged, the Customer’s only remedy against BookingLive shall be for BookingLive to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up maintained by BookingLive. BookingLive shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by BookingLive to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable).

Customer's Obligations

5.1 The Customer shall:

                    5.1.1 co-operate with BookingLive in all matters relating to the Services;

                    5.1.2 provide, in a timely manner, such information as BookingLive may reasonably require, and ensure that it is accurate and complete in all material respects;

                    5.1.3 comply with all applicable laws and regulations with respect to its activities under this Contract;

                    5.1.4 carry out all other Customer responsibilities set out in this Contract in a timely and efficient manner;

                    5.1.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for BookingLive, its contractors and agents to provide the Services and otherwise perform its obligations under this Contract, including without limitation any Third-Party Licences;

                    5.1.6 ensure that each Authorised User shall keep a secure password for their use of the Subscription Services and that each Authorised User shall keep their password confidential. Such passwords should be at least 8 characters, including upper and lower case letters, numbers and special characters;

                    5.1.7 use all reasonable endeavours to prevent any unauthorised access to, or use of, the Subscription Services and, in the event of any such unauthorised access or use, promptly notify BookingLive;

                    5.1.8 be responsible for any breach of this Contract caused or contributed to by any acts or omissions on the part of any Authorised User or End Customer;

                    5.1.9 nominate a Project Manager, who shall be available to liaise with, and respond to queries from, the Customer Success Manager and shall notify BookingLive promptly if there is any proposed change to such personnel;

                    5.1.10 ensure that the minimum specification is met in relation to network, systems, browser and hardware capability as set out in https://www.bookinglive.com/small-business/minimum-spec; and

                    5.1.11 be, to the extent permitted by law, solely responsible (at its own cost) for procuring, maintaining and securing its network internet connections and telecommunications links from its systems to BookingLive’s data centres or to the internet generally, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s or any End Customer’s network connections or telecommunications links or caused by the internet.

5.2 The Customer shall (and shall procure that any Authorised User and End Customer shall) not access, store, distribute or transmit any viruses, or any material during the course of its use of the Subscription Services or Software that:

                    5.2.1 is unlawful, harmful, threatening, defamatory, obscene, unethical, distasteful, infringing, harassing, discriminatory or racially or ethnically offensive;

                    5.2.2 facilitates illegal activity, promotes violence or depicts sexually explicit images;

                    5.2.3 is otherwise illegal or causes damage or injury to any person or property,

and BookingLive reserves the right, without liability or prejudice to its other rights to the Customer, to remove any such material and/or suspend and/or disable the Customer’s or any End Customer’s access to the Software if the Customer and/or any End Customer breaches this clause 5.2.

5.3 The Customer shall (and shall procure that any End Customer shall) not:

                    5.3.1 except as permitted by law or under this Contract:

                                        5.3.1.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software (as applicable) in any form or media or by any means; or

                                        5.3.1.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

                    5.3.2 access all or any part of the Subscription Services in order to build a product or service which competes with the Subscription Services and/or the Software; or

                    5.3.3 use the Subscription Services to provide services to third parties; or

                    5.3.4 subject to clause 14.2, licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Subscription Services available to any third party except the Authorised Users in accordance with the terms of this Contract, provided that the provision of access to the Software to End Customers is permitted to the extent necessary to enable them to use the Software in accordance with the terms of the Contract; or

                    5.3.5 attempt to obtain, or assist third parties in obtaining, access to the Subscription Services, other than as provided under this Contract; or

                    5.3.6 introduce or permit the introduction of, any virus into BookingLive’s network and information systems.

5.4 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

5.5 If BookingLive’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, Authorised Users, its agents, subcontractors, consultants or employees, or any End Customer, BookingLive shall:

                    5.5.1 not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;

                    5.5.2 be entitled to payment of the Fees despite any such prevention or delay; and

                    5.5.3 be entitled to recover any additional costs, charges or losses BookingLive sustains or incurs that arise directly or indirectly from such prevention or delay.

6. Intellectual Property

6.1 The Customer acknowledges and agrees that BookingLive and its licensors shall retain ownership of all BookingLive IPRs. Except as expressly stated in the Contract, BookingLive does not grant the Customer any rights to, or in, any Intellectual Property Rights or any other rights or licences in respect of BookingLive IPRs.

6.2 The Customer grants to BookingLive a non-exclusive, royalty-free licence (including the right to grant sub-licences to permitted subcontractors) to use the Customer Marks solely for the purpose of branding the Software and other elements and deliverables of the Subscription Services with such Customer Marks.

6.3 BookingLive shall not represent that it has any title in or right of ownership to any of the Customer Marks or do or suffer to be done any act or thing which may in any way impair the rights of the Customer in any of the Customer Marks or bring into question the validity of their registration.

7. Indemnities

7.1 The Customer shall defend, indemnify and hold harmless BookingLive against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with: 

                    7.1.1 the Customer’s and/or any End Customer’s use of the Software and/or the Subscription Services otherwise than in accordance with the terms of the Contract; and/or

                    7.1.2 BookingLive’s use of the Customer Marks in accordance with the terms of the Contract. 

7.2 BookingLive shall defend the Customer against any claim that the Customer’s use of the Software or Subscription Services in accordance with this Contract infringes any third party’s Intellectual Property Rights provided that, if any third party makes a claim, or notifies an intention to make a claim, against the Customer which may reasonably be considered likely to give rise to a liability under this indemnity (Claim).

7.3 The obligations of the Customer and BookingLive under clauses 7.1 and 7.2 respectively are conditional on:

                    7.3.1 the indemnifying party being given prompt notice of any relevant claim;

                    7.3.2 the indemnified party providing reasonable co-operation to the indemnifying party in the defence and settlement of such claim, at the indemnifying party expense; and

                    7.3.3 the indemnifying party being given sole authority to defend or settle such claim.

7.4 Except as specifically provided in the Contract, the enforcement and protection of a party’s Intellectual Property Rights shall be in the sole discretion and control of that party and any and all recoveries resulting from such enforcement or protection actions shall be retained by that party.

7.5 In the defence or settlement of any Claim, BookingLive may procure the right for the Customer to continue using the Software and/or the Subscription Services, replace or modify the Subscription Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Contract on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

7.6 In no event shall BookingLive, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

                    7.6.1 a modification of the Software by anyone other than BookingLive; or

                    7.6.2 the Customer’s or any End Customer’s use of the Software or Subscription Services in a manner contrary to the instructions given to the Customer by BookingLive; or

                    7.6.3 the Customer’s or any End Customer’s use of the Software or Subscription Services after notice of the alleged or actual infringement from BookingLive or any appropriate authority.

7.7 Clauses 7.2 and 7.5 state the Customer’s sole and exclusive rights and remedies, and BookingLive’s (including BookingLive’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any Intellectual Property Rights.

8. Fees and Payment

8.1 In consideration for the provision of the Services, the Customer shall pay BookingLive the Fees in accordance with this clause 8, any applicable Service Specific Terms and the Order.

8.2 Unless otherwise agreed or unless Services are provided for no Fees, the Customer shall on the Effective Date provide to BookingLive valid, up-to-date and complete credit card or direct debit details or approved purchase order information acceptable to BookingLive and any other relevant valid, up-to-date and complete contact and billing details. The Customer shall ensure that such details and/or information are kept valid, up-to-date and complete and shall promptly notify BookingLive of any changes to such details and/or information.

8.3 The Customer hereby authorises BookingLive to bill any such credit card or to collect payments from the Customer’s account via direct debit for all Fees due and payable under the Contract at the intervals specified in the Order. 

8.4 If the Customer provides its approved purchase order information to BookingLive pursuant to clause 8.2, unless otherwise agreed, BookingLive shall invoice the Customer for all Fees payable under the Contract at the intervals specified in the Order. The Customer shall pay each invoice within 30 days after the date of such invoice.

8.5 If BookingLive has not received payment of any Fees due by the due date, without prejudice to any other rights and remedies of BookingLive:

                    8.5.1 BookingLive may, without liability to the Customer, suspend all or part of the Services until payment has been made in full; and

                    8.5.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

8.6 Unless otherwise agreed, BookingLive shall be entitled to increase the Subscription Fees at the beginning of each Renewal Period on providing at least 30 days’ written notice to the Customer. 

8.7 All amounts and fees stated or referred to in this Agreement:

                    8.7.1 shall be payable in pounds sterling;

                    8.7.2 are non-cancellable and non-refundable (unless the Customer is a consumer);

                    8.7.3 are exclusive of VAT, which the Customer shall additionally be liable to pay to BookingLive at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice; and 

                    8.7.4 shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law) if the Customer is a business.

9. Limitation of Liability

9.1 References to liability in this clause 9 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

9.2 Nothing in the Contract limits any liability which cannot legally be limited, including for:

                    9.2.1 death or personal injury caused by negligence;

                    9.2.2 fraud or fraudulent misrepresentation; and

                    9.2.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

9.3 Subject to clause 9.2, BookingLive’s total aggregate liability to the Customer (being a business) under or in connection with the Contract shall be limited to the total Fees paid (or that would have been payable) by the Customer to BookingLive in respect of the year in which the claim arose.

9.4 Subject to clause 9.2, BookingLive shall not be liable to the Customer (being a business) for any of the following types of loss:

                    9.4.1 loss of profits;

                    9.4.2 loss of sales or business;

                    9.4.3 loss of agreements or contracts;

                    9.4.4 loss of anticipated savings;

                    9.4.5 loss of use or corruption of software, data or information;

                    9.4.6 loss of or damage to goodwill; and

                    9.4.7 indirect or consequential loss.

9.5 Subject to clause 9.2 and except as expressly provided in this Contract:

                    9.5.1 the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer or any End Customer, and for conclusions drawn from such use. BookingLive shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to BookingLive by the Customer or any End Customer in connection with the Services, or any actions taken by BookingLive at the Customer’s direction;

                    9.5.2 BookingLive shall have no liability in respect of any third-party products, services and/or websites that the Customer may use in connection with the Services;

                    9.5.3 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Contract; and

                    9.5.4 the Software are provided to the Customer and the End Customer on an “as is” basis.

9.6 If you are a consumer, Booking Live shall be responsible for losses you suffer caused by BookingLive breaking a Contract unless the loss is:

                    9.6.1 unexpected. It was not obvious that it would happen and nothing you said to BookingLive before accepting your Order meant BookingLive should have expected it (so, in the law, the loss was unforeseeable).

                    9.6.2 caused by a delaying event outside BookingLive’s control.

                    9.6.3 avoidable. Something you could have avoided by taking reasonable action. For example, damage to your own digital content or device, which was caused by Services and which you could have avoided by following BookingLive’s advice or requirements.

                    9.6.4 a business loss. Our liability for any loss you suffer in connection with your trade, business, craft or profession is limited, as described in clause 9.2 to 9.5 above. 

10. Term and Termination

10.1 The Subscription Services shall commence on the Effective Date and shall continue, unless terminated earlier in accordance with its terms, for the Initial Term. 

10.2 The Renewal Period will be specified in the Order, and, unless otherwise specified in the Order, the Subscription Services will automatically renew for the Renewal Period at the end of the Initial Term.

10.3 Notice of non-renewal. Unless otherwise specified in the Order, to prevent renewal of the Subscription Services, the Customer or BookingLive must give written notice of non-renewal and this must be received before the end of the Initial Term or current Renewal Period. The Customer can notify BookingLive of non-renewal by emailing help@bookinglive.com.

10.4 Early termination. Subject to any rights set out in clause 15, the Customer may choose to cancel the Subscription Services at any time at their convenience provided that, BookingLive will not provide any refunds for Fees or unused Subscription Fees, and the Customer will promptly pay all unpaid Fees due through the end of the Initial Term or applicable Renewal Period. 

10.5 Any other Services purchased under the Contract shall commence on the Effective Date and shall continue, unless terminated earlier in accordance with its terms, for the period specified in the Order or Service Specific Terms. 

10.6 Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:

                    10.6.1 the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 28 days after the due date; 

                    10.6.2 the other party commits a material breach of any other term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so;

                    10.6.3 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or

                    10.6.4 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

10.7 Where a material breach committed by the Customer under clause 10.6.2 relates to one or more parts of the Services which are capable of partial termination, then BookingLive shall have the right to terminate that part of the Services by written notice to the Customer. No later than 30 days following such notification, BookingLive shall provide the Customer with details of the updated Fees relating to the Services not terminated.  

10.8 On termination of the Contract for whatever reason:

                    10.8.1 the Customer shall immediately pay to BookingLive all of BookingLive’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, BookingLive may submit an invoice, which shall be payable immediately on receipt;

                    10.8.2 all licences granted under this Contract shall immediately terminate and the Customer shall immediately cease all use of the Services;

                    10.8.3 each party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other party;

                    10.8.4 BookingLive may destroy or otherwise dispose of any of the Customer Data in its possession unless BookingLive receives, no later than thirty days after the effective date of the termination of this Contract, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. BookingLive shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by BookingLive in returning or disposing of Customer Data;

                    10.8.5 any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect; and

                    10.8.6 termination of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

10.9 On termination of this Contract by BookingLive pursuant to clauses 10.4 or 10.6 or any other repudiation of this Contract by the Customer which is accepted by BookingLive, without prejudice to any other rights or remedies of BookingLive, the Customer shall pay to BookingLive on demand:

                    10.9.1 a sum equal to the whole of the Fees that would (but for the termination) have been payable if the Contract had continued from the date of such demand to the end of the then current period or term; plus

                    10.9.2 any costs incurred by BookingLive in terminating or redeploying any third party arrangements or agreements in place relating to the Services.

11. Data Protection

11.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

11.2 For the purposes of the Data Protection Legislation, the parties acknowledge that:

                    11.2.1 the Customer is the Controller and BookingLive is the Processor for Personal Data relating to End Customer; and 

                    11.2.2 BookingLive and the Customer shall both be the Controller of the Personal Data of Authorised Users in their respective capacities. 

11.3 BookingLive will use the Personal Data of Authorised Users in accordance with its privacy policy in place from time to time and available at https://www.bookinglive.com/privacy-policy/. 

11.4 The details of the processing of the Personal Data of End Customers are as follows:

                    11.4.1 Scope, nature and purpose of the processing. BookingLive shall only process the Personal Data of End Customers on behalf of the Customer if and to the extent required in order to provide the Services, namely to enable End Customers to make Bookings using the Software.

                    11.4.2 Duration of the processing. BookingLive shall only process the Personal Data of End Customers on behalf of the Customer for the duration of the Contract and for a period of up to 30 days after termination or expiry of the Contract.

                    11.4.3 Types of Personal Data. BookingLive may process the following types of Personal Data when providing the Services: names, addresses, email addresses, dates of birth, children’s names, medical information.

                    11.4.4 Categories of Data Subject. The categories of Data Subject are End Customers and/or their children.

11.5 Without prejudice to the generality of clause 11.1, the Customer will ensure that it has all necessary and appropriate consents and notices in place to enable lawful transfer of the Personal Data to BookingLive and/or lawful collection of the Personal Data by BookingLive on behalf of the Customer for the duration and purposes of the Contract.

11.6 Without prejudice to the generality of clause 11.1, BookingLive shall, in relation to any End Customer Personal Data processed in connection with the performance by BookingLive of its obligations under this Contract:

                    11.6.1 process that Personal Data only on the documented instructions of the Customer unless BookingLive is required by applicable laws to otherwise process that Personal Data. Where BookingLive is relying on applicable laws as the basis for processing Personal Data, BookingLive shall notify the Customer of this before performing the processing required by the applicable laws unless those applicable laws prohibit BookingLive from so notifying the Customer on important grounds of public interest. BookingLive shall inform the Customer if, in the opinion of BookingLive, the instructions of the Customer infringe the Data Protection Legislation;

                    11.6.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures; 

                    11.6.3 ensure that any personnel engaged and authorised by BookingLive to process Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;

                    11.6.4 assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to BookingLive), and at the Customer’s cost and written request, in responding to any request from a Data Subject and in ensuring the Customer’s compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

                    11.6.5 notify the Customer without undue delay and not later than within 24 hours on becoming aware of a Personal Data Breach involving the Personal Data;

                    11.6.6 at the written direction of the Customer, delete or return the Personal Data and copies thereof to the Customer on termination of the Contract unless BookingLive is required by applicable laws to continue to process that Personal Data. For the purposes of this clause 11.4.6, Personal Data shall be considered deleted where it is put beyond further use by BookingLive; and

                    11.6.7 maintain records to demonstrate its compliance with this clause 11 and allow for reasonable audits by the Customer or the Customer’s designated auditor, for this purpose, on reasonable written notice.

11.7 The Customer hereby provides its prior, general authorisation for BookingLive to:

                    11.7.1 appoint Processors to process the Personal Data. The current Processors appointed by BookingLive for the purpose of processing the Personal Data of End Customers are listed here: https://bookinglive.com/sub-processors. BookingLive is authorised to appoint these and any new Processors, provided that BookingLive:

                                        11.7.1.1 shall ensure that the terms on which it appoints such Processors comply with the Data Protection Legislation, and are consistent with the obligations imposed on BookingLive in this clause 11;

                                        11.7.1.2. shall remain responsible for the acts and omission of any such Processor as if they were the acts and omissions of BookingLive; and

                                        11.7.1.3 shall inform the Customer of any intended changes concerning the addition or replacement of the Processors, thereby giving the Customer the opportunity to object to such changes;

                    11.7.2 transfer the Personal Data outside of the UK as required for the purposes of providing the Services, provided that BookingLive shall ensure that all such transfers are effected in accordance with the Data Protection Legislation. For these purposes, the Customer shall promptly comply with any reasonable request of BookingLive, including any request to enter into standard data protection clauses adopted by the Commissioner from time to time.

12. Confidentiality

12.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Contract. A party’s Confidential Information shall not be deemed to include information that:

                    12.1.1 is or becomes publicly known other than through any act or omission of the receiving party;

                    12.1.2 was in the other party’s lawful possession before the disclosure;

                    12.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

                    12.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.

12.2 Subject to clause 12.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Contract.

12.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents (and also, in the case of the Customer only, by the End Customers) in violation of the terms of this Contract.

12.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 12.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

12.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute BookingLive’s Confidential Information.

12.6 The above provisions of this clause 12 shall survive termination of this Contract, however arising.

13. Publicity

13.1 The Customer acknowledges that BookingLive may display the Seal on any part of the Software and/or any operational or marketing communications relating to the Services. 

13.2 Unless otherwise agreed, BookingLive can use the Customer’s name, logo and/or brand in any press release or advertising or for any other promotional or marketing purpose. 

13.3 Subject to clauses 13.1 and 13.2, no party shall use the name, logo or brand of the other party with that party’s prior written consent. 

14. General

14.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for one month, the party not affected may terminate this agreement by giving 30 days’ written notice to the affected party.

14.2 Assignment and other dealings.

                    14.2.1 The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without BookingLive’s prior written consent.

                    14.2.2 BookingLive may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

14.3 Entire agreement. This clause 14.3 applies if the Customer is a business.

                    14.3.1 The Contract 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.

                    14.3.2 Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

14.4 Variation. BookingLive may update any term of this Contract upon providing the Customer with at least one day’s notice of any such variation.

14.5 Waiver. 

                    14.5.1 A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

                    14.5.2 A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

14.6 Severance. If any provision or part-provision of the Contract 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 Contract.

14.7 Notices.

                    14.7.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

                                        14.7.1.1 delivered by hand, by pre-paid first-class post or other next working day delivery service or by pre-paid airmail to: for BookingLive, FAO Accounts, Booking Live Software Limited, 3rd Floor, 29 St Augustines Parade, Bristol, BS1 4UL; or for the Customer, the address set out in the Order or on the Customer Account; or

                                        14.7.1.2 sent by email to: for BookingLive, accounts@bookinglive.com; or for the Customer, the address set out in the Order or on the Customer Account.

                    14.7.2 Any notice shall be deemed to have been received:

                                        14.7.2.1 if delivered by hand, at the time the notice is left at the proper address;

                                        14.7.2.2 if sent by pre-paid national postal mail or other next working day delivery service, at 9.00 am on the second Business Day after posting;

                                        14.7.2.3 if sent by pre-paid airmail providing proof of postage, at 9.00am on the fifth Business Day after posting; or

                                        14.7.2.4 if sent by email, at the time of transmission, or, if this time falls outside Normal Business Hours in the place of receipt, when business hours resume. 

                                        14.7.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

14.8 Conflict. In the event of any conflict or ambiguity between any of the terms of these Master Terms, any Service Specific Terms and any Order respectively, the terms of the Order shall prevail over the Service Specific Terms and the Master Terms, and the terms of the Service Specific Terms shall prevail over the Master Terms.

14.9 Third party rights.

                    14.9.1 Unless it expressly states otherwise, the Contract does not give rise to any rights for a third party to enforce any term of the Contract.

                    14.9.2 The rights of the parties to terminate or vary the Contract are not subject to the consent of any other person.

14.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the laws of England and Wales.

14.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

15. Consumer Cancellation Terms

15.1 This clause 15 applies only if you, the Customer, are a consumer (as defined in the Consumer Rights Act 2015), rather than a business.

15.2 If you are a consumer, you have a legal right to change your mind and receive a refund of what you paid for it. You may change your mind within 14 days of BookingLive accepting your Order. BookingLive will refund you via the original payment method within 14 days of receipt of your notification. This is subject to some conditions, as set out below.

15.3 You can’t change your mind about an order for services, once these have been completed.

15.4 BookingLive will not refund you for any Services used before you told BookingLive you’d changed your mind. 

15.5 To inform BookingLive you want to change your mind, contact our Customer Service Team: by completing the following information and email it to help@bookinglive.com:

 

To Booking Live Software Limited:

I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale for the supply of the following service [*],

Ordered on [*]/

Name of consumer(s),: [INSERT]

Address of consumer(s), [INSERT]

Date

[*] Delete as appropriate