bookingbug.com

SUBSCRIPTION TERMS

This page (together with our privacy policy, cookie policy and our terms of website use)("Terms") tells you information about us and the legal terms and conditions on which we provide the Services listed on our Website to you.

These Terms will apply to any contract between us for provision of our Services to you. Please read these Terms carefully and make sure that you understand them, before subscribing for our Services. Please note that before signing up for our Services you will be asked to agree to these Terms.

IF YOU DO NOT AGREE WITH THESE TERMS PLEASE DO NOT IN ANY MANNER USE OUR SERVICES.

Please click on the button marked "I Accept" at the end of these Terms if you accept them. If you refuse to accept these Terms, you will not be able to subscribe for Services via our site.

You should print a copy of these Terms or save them to your computer for future reference.

YOUR ATTENTION IS IN PARTICULAR DRAWN TO CLAUSE 10 (LIMITATION OF LIABILITY)

1.INTERPRETATION

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

Add-ons: added features to complement the Service packages such as our concierge service and other additional services including 'daily deal redemption', 'enable 2 way SMS' further details of which are set out on the website;

Add-on Fees: the fees payable for the Add-ons as set out in our Price List;

Applications: the online software applications provided by BookingBug as part of the Services;

Authorised Users: those employees, partners, directors agents and independent contractors of the Subscriber who are authorised by the Subscriber to use the Services;

BookingBug: BookingBug Limited registered in England and Wales under company number 06770610 whose registered office is at 5 Curfew Yard, Thames Street, Windsor, Berkshire, SL4 1SN;

Business Day: any day which is not a Saturday, Sunday or public holiday in the UK;

Concierge Service: our optional managed set-up service;

Confirmation Email: the email from BookingBug accepting the Subscriber's Order and confirming the Services that will be provided to the Subscriber, the Subscription Fees, the Monthly Payment Date and whether the Subscriber has opted for our Concierge Services;

Content: means all text, images, information, software, material, databases and data on our Website or provided as part of our Service;

Contract: the contract between the Subscriber and BookingBug for the Services in accordance with these Terms;

Contract Commencement Date: has the meaning set out in clause 2.4;

Customer UI: the BookingBug user interface made available to end-user customers of the Subscriber as part of the Services;

Intellectual Property: means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, 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;

Initial Subscription Term: means the Trial Period plus one calendar month;

Monthly Payment Date: means the date set out in the Confirmation Email being the date on which payment may be taken or due under clause 8.2 for the Services,[ in the absence of a date being set out in the Confirmation Email the date shall be the same day of the month as the Start Date (unless the date is the 29th, 30th or 31st of the month where the day shall be the 28th of the month);]

Order: an order for the Services placed by a Subscriber in accordance with clause 2.2;

Price List: the price list for Add-ons as set out on the Website from time to time;

Renewal Period: the period described in clause 11.1;

Services: the subscription services provided by BookingBug to the Subscriber via the Website more particularly described in the Confirmation Email being a Service Package together with any Add-ons;

Service Package: one of the three services packages advertised on our Website;

Start Date: the day after the last day of the Trial Period or if there has been on Trial Period the Commencement Date;

Subscriber: a person (being a natural person, company or other corporate undertaking or legal entity) who has agreed to receive one or more of our Services;

Subscription Fees: the monthly subscription fees payable by the Subscriber to BookingBug as set out in the Confirmation Email or as varied in accordance with clause 8.4;

Subscription Term: has the meaning given in clause 12.1;

Terms: these terms and conditions as varied from time to time between the parties;

Trial Period: the period of 14 days commencing on the day that you are given access to the Services by BookingBug;

VAT: value added tax or such other relevant sales tax from time to time in force;

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;

Website: the website www.BookingBug.com.

1.2Clause and paragraph headings shall not affect the interpretation of these Terms.

1.3A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

1.4A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5Words in the singular shall include the plural and vice versa.

1.6A reference to one gender shall include a reference to the other genders.

1.7A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.8A reference to writing or written includes faxes and email unless otherwise specified.

1.9References to clauses are to the clauses of these Terms.

2.BASIS OF CONTRACT

2.1You hereby confirm that you have the authority to bind any Subscriber or business on whose behalf you use the Website and subscribe for Services.

2.2When you create an account, choose a Pricing Plan and place an order through our Website this constitutes an offer by the Subscriber to purchase those Services in accordance with these Terms ("Order").

2.3After an Order is placed, an email will be sent from BookingBug to invite you to verify your email address. However, this does not mean that the order has been accepted. Acceptance of any order will take place as described in clause 2.4 below.

2.4The Order shall only be deemed to be accepted when BookingBug issues a Confirmation Email at which point and on which date the Contract shall come into existence ("Contract Commencement Date").

2.5The Contract constitutes the entire agreement between the parties. The Subscriber acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of BookingBug which is not set out in the Contract.

2.6These Terms apply to the Contract to the exclusion of any other terms that the Subscriber seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3.TRIAL PERIOD

3.1Each new Subscriber will be granted a free Trial Period by BookingBug. If during the Trial Period you decide that you do not want to continue to subscribe for our Services then please let us know prior to the end of the Trial Period.

3.2If BookingBug considers that a Subscriber has previously benefited from a free Trial Period for Services it may at its discretion refuse to grant a free trial period to such Subscriber.

4.SERVICES

4.1Subject to the Subscriber paying the Subscription Fees and the Add-on Fees in accordance with clause 9 and the other terms conditions herein, BookingBug hereby grants to the Subscriber a non-exclusive, non-transferable, non-sub-licensable right to permit the Authorised Users to use the Services during the Subscription Term solely for the Subscriber's normal business purposes.

4.2The rights provided under this clause 4 are granted to the Subscriber only, and shall not be considered granted to any subsidiary or holding company of the Subscriber.

4.3The Supplier shall use commercially reasonable endeavours to make those Services which are accessed via the Website available 24 hours a day, seven days a week, except for when there is planned maintenance or unscheduled urgent maintenance in such circumstances BookingBug shall use reasonable endeavours to give the Subscriber advance notice of such maintenance.

4.4BookingBug does not warrant that the Subscriber's use of the Services will be uninterrupted or error-free; nor that the Services will meet the Subscriber's requirements.

5.CHANGING YOUR SERVICES/ PRICING PLAN

5.1If you want to change the Services received from BookingBug, please let us know. We will confirm acceptance of your request to change your Services by Confirmation Email. The Subscriber shall pay to BookingBug the relevant new Subscription Fees from the next Monthly Payment Date as notified to it by BookingBug.

5.2If such additional Services are added by the Subscriber part way through a Subscription Term, such fees shall be pro-rated for the remainder of the Subscription.

6.ADD-ONS

6.1As well as providing the standalone Service Packages, Subscribers can also opt to receive and our Concierge Service and/ or use our Add-ons. There are additional fees charged by BookingBug for these Services which are as set out in our Price List.

7.SUBSCRIBER'S OBLIGATIONS

7.1The Subscriber undertakes that:

7.1.1it will draw to the attention of its end-user customers that BookingBug may use , transfer, store and process their personal data in accordance with the terms of BookingBug's privacy policy;

7.1.2it will not allow or suffer any password or use identification code issued by BookingBug to be used by more than one person or Authorised User;

7.1.3each Authorised User shall keep secure and confidential his password for his use of the Services;

7.1.4immediately notify BookingBug is any Authorised User is no longer to be permitted access to the Services;

7.1.5it shall notify BookingBug immediately if it believes there has been any breach of security (such as the disclosure, theft or unauthorised use of any user name or password);

7.1.6it shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services;

7.1.7only use the Services for legitimate and lawful business purposes; and

7.1.8it will comply with the Website terms of use, privacy policy and cookie policy and ensure that each Authorised User also complies with such terms.

7.2The Subscriber shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services or make any use of the Services that:

7.2.1is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

7.2.2facilitates illegal or unlawful activity;

7.2.3depicts sexually explicit images;

7.2.4promotes unlawful violence;

7.2.5is discriminatory whether based on race, gender, colour, religious belief, sexual orientation, disability, or otherwise;

7.2.6causes damage or injury to any person or property;

7.3The Subscriber shall not:

7.3.1except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

7.3.1.1and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame (save that the Customer UI may be framed by your website in accordance with our directions), mirror, republish, download, display, transmit, or distribute all or any portion of the Applications in any form or media or by any means; or

7.3.1.2attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Applications; or

7.3.2access all or any part of the Services in order to build a product or service which competes with the Services; or

7.3.3use the Services to provide services to third parties (save in respect of providing the Customer UI to its own end-user customers to enable booking and diary management services); or

7.3.4subject to 7.3.3, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users; or

7.3.5attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 7.

7.4The Subscriber shall ensure that each Authorised User makes use of the Services, the Website and the Content in accordance with these Terms and the Website terms of use and shall be responsible for any Authorised User's breach of these Terms or the Website terms of use.

7.5BookingBug reserves the right, without liability to the Subscriber, to disable the Subscriber's access to Service if it considers the Subscriber to be in breach of any of clauses 7.1, 7.2, 7.3 or 7.4.

7.6BookingBug reserves the right to access and monitor password-protected information, including any information concerning activities in relation to a Subscription in order to fulfil its obligations under these Terms, to protect or comply with its legal rights and obligations and for other purposes as set out in our Website privacy policy or otherwise notified to you.

8.CHARGES AND PAYMENT

8.1The Subscriber shall pay the Subscription Fees and the Add-on Fees to BookingBug in accordance with this clause 8.

8.2The Subscriber shall provide to BookingBug valid, up-to-date and complete credit card details or approved purchase order confirmation acceptable to BookingBug and any other relevant valid, up-to-date and complete contact and billing details and, if the Subscriber provides:

8.2.1its credit card details to BookingBug, the Subscriber hereby authorises the Supplier to bill such credit card:

8.2.1.1immediately with a nominal £1 / $1 charge which is then refunded;

8.2.1.2on the Start Date for the Subscription Fees together with any VAT payable in respect of the First Subscription Term;

8.2.1.3on the Monthly Payment Date for the Subscription Fees together with any VAT payable in respect of the next Renewal Period; and

8.2.1.4on the Monthly Payment Date the Add-on Fees together with any VAT payable in respect of the immediately preceding Renewal Period (or if applicable the First Subscription Term;

8.2.2its approved purchase order information to BookingBug, BookingBug shall invoice the Subscriber:

8.2.2.1on the Start Date for the Subscription Fees together with any VAT payable in respect of the First Subscription Term;

8.2.2.3on the Monthly Payment Date the Add-on Fees together with any VAT payable in respect of the immediately preceding Renewal Period (or if applicable the First Subscription Term;

8.3If BookingBug has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of BookingBug:

8.3.1it may, without liability to the Subscriber, disable the Subscriber's and each Authorised User's password, account and access to all or part of the Services and BookingBug shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

8.3.2interest shall accrue on such due amounts at an annual rate equal to 4% over the then current base rate of the Bank of England at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment. BookingBug also reserves the right to alternatively recover interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended).

8.4BookingBug may review and increase its Subscription Fees, provided that such charges cannot be increased more than [once] in any [12] month period. BookingBug shall give a Subscriber written notice of any such increase [1] month before the end of the First Subscription Term and the commencement of any subsequent Renewal Period.

8.5All amounts and fees stated or referred to in this agreement:

8.5.1shall be payable in the appropriate currency;

8.5.2are, subject to the Trial Period and clause 10.4.2, non-cancellable and non-refundable;

8.5.3are (unless otherwise stated) exclusive of VAT, which shall be added to the Supplier's invoice(s) at the appropriate rate.

9.PROPRIETARY RIGHTS

The Subscriber acknowledges and agrees that BookingBug and/or its licensors own all Intellectual Property Rights in the Website and the Services. Except as expressly stated herein, this agreement does not grant the Subscriber any rights to, or in any Intellectual Property Rights in the Website or the Services.

10.LIMITATION OF LIABILITY

10.1Subject to the provisions of clause 10.3 this clause 10.1 sets out the entire financial liability of BookingBug (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Subscriber in respect of:

10.1.1any breach of these Terms or Contract;

10.1.2any use made by the Subscriber of the Services; and

10.1.3any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

10.2Except as expressly and specifically provided in these Terms:

10.2.1the Subscriber assumes sole responsibility for results obtained from the use of the Services, and for conclusions drawn from such use;

10.2.2all 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 the Contract.

10.3Nothing in this agreement excludes the liability of BookingBug:

10.3.1for death or personal injury caused by BookingBug's negligence; or

10.3.2for fraud or fraudulent misrepresentation.

10.4Subject to clause 10.2 and clause 10.3:

10.4.1BookingBug shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and

10.4.2BookingBug's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid by the Subscriber during the 12 months immediately preceding the date on which the claim arose.

11.THIRD PARTY PROVIDERS

The Subscriber acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. BookingBug makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Subscriber, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Subscriber and the relevant third party, and not BookingBug. BookingBug recommends that the Subscriber refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. BookingBug does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

12.TERM AND TERMINATION

12.1The Contract shall, unless otherwise terminated as provided in this clause 11, commence on the Commencement Date and shall continue for the First Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 1 month (each a "Renewal Period"), unless:

12.1.1subject to 12.2, either party notifies the other party of termination, in writing, before the end of the First Subscription Term or any Renewal Period, in which case this Contract shall terminate upon the expiry of the applicable First Subscription Term or Renewal Period; or

12.1.2otherwise terminated in accordance with the provisions of these Terms;

and the First Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

12.2Without prejudice to any other rights or remedies to which the parties may be entitled, either party may immediately terminate the Contract without liability to the other if:

12.2.1an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or

12.2.2an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or

12.2.3a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or

12.2.4the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or

12.2.5the other party ceases, or threatens to cease, to trade; or

12.2.6there is a change of control of the other party within the meaning of section 1124 of the Corporation Tax Act 2010; or

12.2.7the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

12.3On termination of this agreement for any reason:

12.3.1all licences granted under the Contract shall immediately terminate;

12.3.2the Subscriber shall make no further use of the Services;

12.3.3BookingBug shall cancel all user name codes and passwords used in connection by a Subscriber so that the Subscriber is no longer able to access the Services;

12.3.4the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

12.4If the Contract is terminated for any reason no refund shall be made to the Subscriber for any Subscription Fees already paid by the Subscriber in advance and any Add-on Fees shall become immediately payable.

13.EVENTS OUTSIDE OF BOOKINGBUG'S CONTROL

BookingBug shall have no liability to the Subscriber under the Contract if it is prevented from or delayed in performing its obligations under the Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of BookingBug or any other party), failure of a utility service or transport or telecommunications 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 suppliers or sub-contractors, provided that the Subscriber is notified of such an event and its expected duration.

14.WAIVER

14.1A waiver of any right under these Terms is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

14.2Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.

15.SEVERANCE

15.1If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

15.2If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

16.ENTIRE AGREEMENT

16.1These Terms, together with the privacy policy, cookie policy and terms and conditions of website use and any documents referred to in them, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

16.2Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.

17.VARIATION OF TERMS

17.1BookingBug may vary these Terms from time to time in the following circumstances:-

17.1.1Changes in how we accept payment from you;

17.1.2Changes in relevant laws and regulatory requirements; and

17.1.3Changes in how we charge for our Services.

17.2Every time that you pay for our Services, the Terms in force at that time will apply to the Contract between BookingBug and the Subscriber.

18.ASSIGNMENT

18.1The Subscriber shall not, without the prior written consent of BookingBug, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

18.2BookingBug may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

19.NO PARTNERSHIP OR AGENCY

Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

20.THIRD PARTY RIGHTS

These Terms do not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

21.NOTICES

21.1Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall 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 email, in the case of BookingBug to support@BookingBug.com and in the case of the Subscriber to the email address provided by the Subscriber as part of the log-in process.

21.2Any notice or other communication shall 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 email, on the 24 hours after transmission.

22.GOVERNING LAW AND JURISDICTION

This Contract, 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), shall 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.