1. These are the Terms and Conditions that govern the relationship between Bookingwire Pvt Limited, a company registered in England and Wales under Company Number 08665502, whose registered address is #110, Carlton Avenue East , Wembley , HA9 8LY , and you, the Customer, as defined below, in relation to the matters set out in the Order Form, as defined below.
2.1 In these Terms and Conditions:
"Agreement" means the Order Form and these Terms and Conditions.
"Availability" or "Available" means that the Booking System can be accessed and utilised by Diners for an average of 99% of the time, measured over the course of a 30 day period between the first date and the last date of the month.
"Booked Cover" means each individual booked to attend a Restaurant
"Booking Engine" means the online restaurant reservation service and all related technology, including the Booking Widget, the mobile site, Bookingwire website as it currently exists and as developed from time to time and supplied by Bookingwire
"Booking Widget" means the web interface, provided by Bookingwire as part of the Booking System, through which Diners make and cancel Restaurant reservations.
"Business Day" means a day (excluding Saturdays and Sunday) on which banks are generally open in the region applicable to the Restaurant Website.
"Cancellation" means a Booked Cover that is subsequently cancelled by the Diner.
"Customer" means the counterparty to the Order Form.
Data Protection Legislation means the EC Directive on the protection of individuals with regard to the processing of personal data and on the free movement of such data (95/46/EC) and all local laws or regulations giving effect to this Directive;
"Due Date" means the date on which payment of Fees are due, as shown on the relevant invoice; or (if no date is shown) 30 days after the invoice date.
"Effective Date" means the date on which the Order Form is executed.
"Plan Fees" means the Fixed Fees and the Transaction Fees as indicated on the Bookingwire site for usage of the Booking Engine. Fees are exclusive of VAT and other sales and use taxes.
Intellectual Property Rights means all intellectual property rights on a world-wide basis whether currently in existence or otherwise and whether vested or contingent including (without limitation) copyright (including foreign language translation rights), design rights, database rights, rights in any domain names, registered designs, patents, trade marks, trade names, signs and other designations provided the foregoing are of a proprietary nature and all similar rights whether registered or otherwise (including, without limitation, all extensions, reversions, revivals and renewals thereof). The above shall include, in relation to registrable rights, any applications made or rights to make applications in respect of any such rights.
Bookingwire means Bookingwire Limited and all its subsidaries.
Bookingwire Services means those products and services provided by Bookingwire or its subsidaries and affiliates pursuant to this Agreement, as set out in the relevant section of the Order Form.
Order Form means the contract entered into between the parties (electronically or in physical form) relating to the provision of the Bookingwire Services, containing some or all of the elements set out below and / or such other details as may be relevant, as may be amended from time to time by mutual agreement.
- Effective Date
- Customer details
- Restaurant details
- Bookingwire Services
- Direct Transaction Fees
- Fixed Fees
- Billing details
"Payment Provider" means the third party payment provider like Paypal engaged by Bookingwire to collect and process payments made on the Bookingwire site
"Restaurant" means those restaurants set out in the Order Form.
"Restaurant Websites" means those websites, owned or controlled by the Customer, that showcase its Restaurants.
2.2 These Terms and Conditions shall supersede any previous Terms and Conditions curently inforce between the parties,save that any provision in the latter relating to contract term and termination shall remain in full force and effect.
3. BookingWire's obligations
- 3.1 Bookingwire shall, as soon as is reasonably practicable following the Effective Date, or on the date agreed in the Order Form, as the case may be, provide the Customer with access to the Bookingwire Services, and shall continue to do so for the duration of this Agreement and as long as the customers payment record is in good standing and that there are no overdue payments
- 3.2 In so far as the Booking System forms part of the Bookingwire Services hereunder, Bookingwire shall use best efforts to ensure that the Booking System is continuously Available.
- 3.3 Bookingwire hereby grants the Customer during the term of this Agreement a non-exclusive, royalty-free, worldwide licence to use the Bookingwire Services, solely for its own use, and solely for the purposes for which they were designed.
4. Customer's obligations
- 4.1 The Customer shall pay the Plan Fees, and, to the extent that the Booking System forms part of the Bookingwire Services hereunder, the Transaction Fees.
- 4.2 The Customer shall provide all reasonably requested technical data, materials and support to allow Bookingwire to perform its obligations under this Agreement and to facilitate the provision of the Bookingwire Services.
- 4.3 The Customer shall ensure that the Booking Widget is live on its Restaurant Websites no later than 30 days following the Effective Date, and for the duration of this Agreement.
- 4.4 The Customer shall, at all times, ensure that the Booking Widget is displayed in a prominent position
- 4.5 The Customer shall, at all times, use best efforts to ensure that the Booking System will be continuously available to prospective Diners through its Restaurant Websites.
- 4.6 The Customer hereby grants Bookingwire during the term of this Agreement a non-exclusive, royalty-free, worldwide licence to use any Customer trademarks or logos solely for the purposes of communicating the fact that Bookingwire is providing the Bookingwire Services to the Customer, and/or for the express limited purpose of this Agreement.
- 4.7 The Customer acknowledges that it is not allowed to charge a Diner a fee for using the Booking System.
- 5.1 Bookingwire shall invoice the Customer in respect of such period or periods as set out in the Order Form.
- 5.2 The Customer shall settle all invoices (if applicable) by the Due Date. Where the Customer provides Bookingwire with its credit or debit card or enters into a Direct Debit arrangement for that purpose), the Customer shall have funds automatically deducted by Bookingwire or its partners.
- 5.3 The Customer shall pay a processing charge of five pounds (£5) for any returned cheque, rejected credit or debit card charge or for any rejected automated bank account debit.
- 5.4 The Customer understands and agrees that Bookingwire may, after the initial term, and at its sole discretion, modify the Fees.
- 5.5 Where the Customer is invited to enter credit or debit card details into the relevant Bookingwire website, or over the telephone:
- 5.6 Payment will be processed by a secure connection at the time the Customer places the order on the relevant section of the Bookingwire website, or over the phone, as applicable, and monthly thereafter.
- 5.7 If the Customer cancels the Bookingwire Services in accordance with the termination provisions herein, the Customer will be charged for the notice period, after which the Bookingwire Services shall be withdrawn.
6. Intellectual Property Rights and Data
- 6.1 As between the parties, the Customer acknowledges and agrees that Bookingwire or its partners owns all Intellectual Property Rights in the Bookingwire Services, Bookingwire acknowledges and agrees that the Customer owns all Intellectual Property Rights in the Restaurant Websites.
- 6.2 Bookingwire and its Affiliates shall have the right to present a text and/or symbol on the Restaurant Websites in conjunction with the Booking Widget. This could be in the form of "powered by Bookingwire”
- 6.3 The Customer undertakes to comply at all times with the Data Protection Legislation.
7. Term and Termination
- 7.1 This agreement shall have an initial term of 90 days following the effective date. This Agreement shall continue in force and effect thereafter until terminated by either party giving the other 90 days written notice.
- 7.2 In addition, either party may terminate this Agreement immediately at any time by giving the other party notice in writing if:
- 7.2.a the other party commits any material breach of any of the terms of this Agreement and that breach (if capable of remedy) is not remedied within fifteen (15) days of notice
- 7.3 Bookingwire may immediately terminate this Agreement if an invoice remains unpaid for longer than the Due Date.
- 7.4 Bookingwire shall prepare a final statement of reconciliation and send such statement to the Customer.
8. Warranties and Liabilities
- 8.1 Bookingwire hereby represents and warrants that it has developed and owns or has all rights necessary, including with respect to all Intellectual Property Rights, in order to provide the Bookingwire Services and grant the licenses as specified herein. Save as aforesaid, Bookingwire makes no warranties, representations or covenants or guarantees with regard to the Bookingwire Services, whether express or implied, arising by law or otherwise, including without limitation any implied warranty or condition of merchantability, satisfactory quality or fitness for a particular purpose which are hereby excluded to the fullest extent permitted by law.
- 8.2 Bookingwire will not be liable to the Customer (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason) for any: (a) indirect, incidental, punitive, or consequential damages; (b) loss of profit; (c) loss of revenue; (d) loss of data; (e) loss of business; or (f) loss of use arising out of this Agreement.
- 8.3 Subject to Section 10.2 Bookingwire’s total liability under this Agreement (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason) shall not exceed the total amount paid or payable by the Customer to Bookingwire under this Agreement in the preceding 12 months from the date of the incident.
- 9.1 Each party acknowledges that, whether by virtue of and in the course of this Agreement or otherwise, it may receive or otherwise become aware of information relating to the other party’s clients, customers, businesses, business plans, finances, technology or affairs, which information is proprietary and confidential to the other party (“Confidential Information”).
- 9.2 Each party undertakes to maintain and procure the maintenance of the confidentiality of Confidential Information at all times and to keep and procure the keeping of all Confidential Information secure and protected against theft, damage, loss or unauthorised access, and not at any time, whether during the term of this Agreement or at any time thereafter, without the prior written consent of the owner of the Confidential Information, directly or indirectly, to use, disclose, exploit, copy or modify any Confidential Information, or authorise or permit any third party to do the same, other than for the sole purpose of the performance of its rights and obligations hereunder.
- 10.1 Bookingwire will not be liable to the Customer for any failure or delay in performance of any of its obligations under this Agreement arising out of any event or circumstances beyond the reasonable control of Bookingwire.
- 10.2 All notices, requests, demands, claims and other communications hereunder shall be by email to the addresses in the Order Form. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given upon acknowledgment of receipt by the recipient, or failing that, within 24 hours of the email being sent. Each party may change the address to which, and/or manner by which, notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other party notice in the manner herein set forth.
- 10.3 This Agreement shall be construed in accordance with and governed by the laws of England. The parties agree that any dispute or claim in connection with this Agreement shall be brought exclusively in the courts of England and expressly waive any objection they may have to such jurisdiction and venue.