Terms and Conditions

1. 1.1 Definitions In this Agreement, the following terms shall mean:-
2. 1.2 "Advertiser's section of the Website" means the section(s) of the Website containing the information relating to the Advertiser's product, property or service.
3. 1.3 "Intellectual Property Rights" means all copyrights, domain names, patents, database rights, registered and unregistered design rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world.
4. 1.4 "Material" means text, graphics, images, sound, video or any combination thereof.
5. 1.5 "Order Form" means the form at www. set out below detailing the services available from the Association and in which the Advertiser must tick the relevant boxes to indicate the services it requires and in order that the Service Fee can be calculated.
6. 1.6 "Service" means the services to be provided by the Association to the Advertiser as selected by the Advertiser from the Order Form below.
7. 1.7 "Service Fee" means the annual fee payable in advance for the provision of the Service as indicated in the Order Form after identification of the Service by the Advertiser but subject to alteration in accordance with Clause 3.
8. 1.8 "Website" means the website located at www.ramblers.org.uk or such other website(s) as determined from time to time by the Association..
2. The Agreement
1. 2.1 In consideration of the Advertiser abiding by the terms of this Agreement and subject to the effects of the failure or interruption of services provided by third parties, the Association agrees to provide the Service in consideration of the payment of the Service Fee.
2. 2.2 The Advertiser undertakes to check all information and Material submitted to the Association in relation hereto for inclusion in the Advertiser's section of the Website or otherwise before submission and accepts that the Association may refuse to process or post such information and Material if the Association deems it to be inaccurate, untrue, offensive or inappropriate.
3. 2.3 The Advertiser hereby authorises the Association to use the Material submitted by the Advertiser or any part thereof in any other offline or online publication produced by the Association or with which the Association has a connection.
3. Charges
1. 3.1 The Service Fee is payable annually in advance.
2. 3.2 Subject to there being no changes in the Service provided, the Association shall not increase the Service Fee during the first year of this Agreement but reserves the right to change the Service Fee on an annual basis subject to thirty days' written notice to the Advertiser.
3. 3.3 All prices or sums quoted by the Association or specified in this Agreement are stated inclusive of VAT but exclusive of any other taxes, duties, fees or other government levies, which may be incurred or imposed. If such sums become due and are paid by the Association, the Advertiser will reimburse the Association within 30 days of the date of a request therefor.
4. 3.4 Without prejudice to the Advertiser’s obligation to pay fees due hereunder, the Association may without prejudice to any other rights and remedies suspend the Services hereunder if the Advertiser's account with the Association is overdue or any Material, data or information appears on or is processed through the Advertiser's section of Website which is illegal or unlawful, obscene, defamatory or otherwise infringes any third party rights whatsoever.
4. Warranties
1. 4.1 the Association warrants that it shall perform its duties hereunder in a timely and professional manner and that all details which it holds in relation to the Advertiser shall be held and processed in accordance with the Association's Data Protection registration and shall not be sold to any third party.
2. 4.2 the Association does not warrant that the provision of the Services will be uninterrupted or error-free.
3. 4.3 The warranty set out in Clause 4.1 is exclusive of and in lieu of all other conditions and warranties, either express or implied, statutory or otherwise, including without limitation those relating to satisfactory quality or fitness for purpose.
5. Website Content
1. 5.1 The Advertiser recognises and accepts that it bears sole responsibility for the content of all Material on the Advertiser's section of the Website and for any Material or other information provided to the Association. For the avoidance of doubt, this clause shall apply to all Material, whether posted on the Advertiser's section of Website by the Advertiser itself, or on the Advertiser's behalf by another person (whether the Association or a third party).
2. 5.2 the Association shall retain the right at all times to refuse to provide the Service or any part thereof, including without limitation, posting any Material (where the Advertiser requests its posting) and to suspend availability of the Advertiser's section of the Website, place a prominent notice on the Advertiser's section of the Website where an allegation of defamation or Intellectual Property Right infringement is made by a third party or place a link on the Website to another website containing the alleger’s version of events and/or to remove any Material already appearing on the Advertiser's section of the Website which, in the opinion of the Association may under the laws of any jurisdiction from which it is possible to access the Website :
  1. 5.2.1 be illegal, illicit, indecent, obscene, defamatory, inaccurate, untrue, infringing of third party rights (of whatever nature and including, without limitation, any Intellectual Property Rights);
  2. 5.2.2 be in breach of any applicable regulations, standards or codes of practice (notwithstanding that compliance may not be compulsory);
  3. 5.2.3 harm the reputation of the Association in any way.
3. 5.3 the Association shall retain the right at all times in its absolute discretion without liability to the Advertiser and without consent from the Advertiser:-
  1. 5.3.1 to edit and amend all Material comprised by any advertisement submitted by the Advertiser; and
  2. 5.3.2 to redesign the Website and place the advertisement submitted by the Advertiser as it sees fit on the Website.
4. 5.4 the Association's rights under Clauses 5.2 and 5.3 above shall be without prejudice to the sole responsibility of the Advertiser for content of Material and the Advertiser's section of the Website under Clause 5.1 and to the warranties given by the Advertiser relating to that content in Clause 5.5 below. Posting of Material by the Association on the Website shall not under any circumstances constitute a waiver of any of its rights in relation to such Material or of any breach of the Advertiser's obligations under this Agreement.
5. 5.5 The Advertiser warrants, represents and undertakes in relation to all Material (including, for the purposes of this Clause 5.5, any Material which it requests the Association to post on the Website) that:
  1. 5.5.1 no such Material shall be obscene, indecent, defamatory of any persons or otherwise illegal or unlawful under the laws of any jurisdiction from which the Website may be accessed; and
  2. 5.5.2 the Advertiser either has sole ownership of all Intellectual Property Rights in such Material in each jurisdiction from which the Website may be accessed and/or has obtained full and effective licence(s) from all relevant third parties allowing the Advertiser to use relevant Material and to permit its dissemination worldwide by the Association hereunder.
6. Advertiser's Obligations and Email Communications
1. 6.1 The Advertiser undertakes to secure copyright and other appropriate licences or consents where necessary for use of any Material, data or information provided to the Association pursuant hereto.
2. 6.2 The Advertiser undertakes to pay all taxes, fees, levies and duties whether for import or otherwise arising in any part of the world in connection with the Advertiser's section of the Website. Where the Association pays any such sums, the Advertiser undertakes to reimburse such sums to the Association immediately on demand.
3. 6.3 The Advertiser undertakes fully to virus-check all data supplied to the Association pursuant to this Agreement.
4. 6.4 The Advertiser undertakes to comply with its obligations under all applicable legislation and regulations including without limitation the Data Protection Act 1998 and the Distance Selling Regulations 2000 and to abide by the offline and online advertising codes established from time to time by the Advertising Standards Authority or any associated body.
5. 6.5 The Advertiser hereby authorises the Association to send it email communications during the term of provision of the Service and for 2 years thereafter providing details of services offered by and related promotions available from the Association.
7. Intellectual Property and Indemnities
1. 7.1 Without prejudice to any Intellectual Property Rights owned by the Advertiser prior to this Agreement, the Advertiser agrees to waive and acknowledges that it obtains no ownership rights or claims to any Intellectual Property Rights whatsoever by virtue of this Agreement.
2. 7.2 The Advertiser agrees to indemnify the Association against all damages, liabilities, costs and expenses which the Association may incur or sustain including the costs of defending any suit arising from the use of any Material or data provided by or on behalf of the Advertiser in relation to the Website or any act or omission by the Advertiser, its employees or agents, including without limitation Clause 6.4 above.
3. 7.3 The Advertiser hereby grants a licence to the Association without charge to use its Intellectual Property Rights to the extent necessary for the purpose of this Agreement.
8. Limitation of Liability
1. 8.1 the Association is not liable for any indirect loss, consequential loss, loss of profit, revenue, data or goodwill howsoever arising suffered by the Advertiser or for any wasted management time, failure to make anticipated savings or liability of the Advertiser to any third party arising in any way in connection with this Agreement or otherwise whether or not such loss has been discussed by the parties pre-contract or for any account for profit, costs or expenses arising from such damage or loss.
2. 8.2 the Association is not liable for any viruses uploaded to the Website by third parties or the Advertiser's employees or agents.
3. 8.3 It is the Advertiser's sole responsibility to ensure and satisfy itself as to the integrity, validity and completeness of any data or other Material which it provides to the Association.
4. 8.4 the Association shall not be liable for ensuring that there is not any Material, data or information on the Advertiser's section of Website which is illegal or unlawful, obscene, defamatory or otherwise infringes any third party rights whatsoever.
5. 8.5 the Association is not liable for any failure in respect of its obligations hereunder which result directly or indirectly from failure or interruption in software or services provided by third parties.
6. 8.6 the Association is not liable for any loss of business sustained by the Advertiser as a direct or indirect result of any downtime of the server on which the Website is hosted or arising from any software or hardware malfunction.
7. 8.7 the Association is not liable for any derogatory comments relating to the Advertiser, its products or services posted on the Website by any third party.
8. 8.8 None of the clauses herein shall apply so as to restrict liability for death or personal injury resulting from the negligence of the Association or its appointed agents.
9. 8.9 the Association shall not be liable for any interruptions to the Service or outages arising directly or indirectly from:-
  1. i. interruptions to the flow of data to or from the internet;
  2. ii. changes, updates or repairs to the network or software which it uses as a platform to provide the Service subject to the Association striving to minimise the interruptions/outages that may be caused by such change;
  3. iii. the effects of the failure or interruption of Service provided by third parties;
  4. iv. factors outside of the Association’s reasonable control;
  5. v. any actions or omissions of the Advertiser (including, without limitation, breach of the Advertiser's obligations set out in the agreement) or any third parties;
  6. vi. Problems with the Advertiser’s equipment and/or third party equipment;
  7. vii. interruptions to the Service requested by the Advertiser.
10. 8.10 No matter how many claims are made and whatever the basis of such claims, the Association's maximum aggregate liability to the Advertiser under or in connection with this Agreement in respect of any direct loss (or any other loss to the extent that such loss is not excluded by Clauses 8.1 to 8.9 above or otherwise) whether such claim arises in contract or in tort shall not exceed a sum equal to twice the amount of the most recently paid Service Fee.
11. 8.11 The Advertiser agrees that it is in a better position than the Association to foresee and estimate any loss it may suffer in connection with this Agreement and that the Service Fee and other fees have been set after taking full account of the limitations and exclusions in this Clause 8. The Advertiser is recommended to effect suitable insurance having regard to its particular circumstances and the terms of this Clause 8.
9. Term and Termination
1. 9.1 This Agreement shall continue for an initial term of 12 months. If the Advertiser wishes the Agreement to continue for a further period, it must pay Assocation the fee then quoted by Assocation for such renewal prior to the expiry of the then current term or period.
2. 9.2 Either party may terminate this Agreement with immediate effect by written notice to the other in the event that the other party: -
  1. 9.2.1 fails to pay any amount due hereunder;
  2. 9.2.2 breaches any term of this Agreement and such breach is incapable of remedy or if the breach is remediable, it continues for a period of 30 days after written notice requiring the same to be remedied has been given to the party in breach;
  3. 9.2.3 an order is made or a resolution is passed for the winding up of the other party; or
  4. 9.2.4 a provisional liquidator is appointed in respect of the other party, an administration order is made in respect of the other party, a receiver is appointed in respect of the other party or all or any of its assets or if the other party is unable to pay any of its debts within the meaning of Section 123 of the Insolvency Act 1986, or if any voluntary arrangement is proposed under Section 1 of the Insolvency Act 1986 in respect of the other party.
3. 9.3 the Association may terminate this Agreement and remove the Advertiser's Material from the Website with immediate effect if it receives 3 or more complaints or negative comments which it deems material in respect of the qualilty or the accommodation provided by the Advertiser. No refund shall be due in such event and all moneys due for the initial term or any subsequent period then current shall become immediately due for payment in full even though such term or period may not have been completed.
4. 9.4 Termination of this Agreement shall be without prejudice to any other rights or remedies of either party.
10. General
1. 10.1 Subject to Clause 10.2, this written Agreement together with the Order Form and any other expressly incorporated document constitute the entire agreement between the parties hereto relating to the subject matter hereof and neither party has relied on any representation made by the other party unless such representation is expressly included herein. Nothing in this Clause 10.1 shall relieve either party of liability for fraudulent misrepresentations and neither party shall be entitled to any remedy for either any negligent or innocent misrepresentation except to the extent (if any) that a court or arbitrator may allow reliance on the same as being fair and reasonable.
2. 10.2 No change, alteration or modification to this Agreement shall be valid unless in writing and signed by duly authorised representatives of both parties.
3. 10.3 If any provision of this Agreement or part thereof shall be void for whatever reason, it shall be deemed deleted and the remaining provisions shall continue in full force and effect.
4. 10.4 Any notice given pursuant hereto may be served personally or sent by pre-paid registered letter or recorded delivery to the addresses given hereabove. Such notice shall be deemed to have been duly served upon and received by the addressee, when served personally, at the time of such service or, when posted, 48 hours after the same shall have been put into the post correctly addressed and pre-paid.
5. 10.5 Neither party shall be liable for any loss suffered by the other party or be deemed to be in default for any delays or failures in performance hereunder (other than in relation to payment) resulting from acts or causes beyond its reasonable control or from any acts of God, acts or regulations of any governmental or supra-national authority.
6. 10.6 Any delay or forbearance by either party in enforcing any provisions of this Agreement or any of its rights hereunder shall not be construed as a waiver of such provision or right thereafter to enforce the same.
7. 10.7 This Agreement shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.