Leisure score final1 


                

 

 

Leisurecover logo

TERMS AND CONDITIONS FOR LEISURESCORE AND LEISURECOVER

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY, AS THEY SET OUT OUR AND YOUR LEGAL RIGHTS AND OBLIGATIONS IN RELATION TO US AND THE SERVICES (AS DEFINED BELOW).  IF YOU DO NOT UNDERSTAND ANY PART PLEASE LET US KNOW AT info@realtimeleisure.com.  YOU WILL BE ASKED TO AGREE TO THESE TERMS AND CONDITIONS BY TICKING THE BOX INDICATING ACCEPTANCE AND BY DOING SO YOU WILL BE BOUND BY THE TERMS AND CONDITIONS SET OUT BELOW. IF YOU ARE ENTERING INTO THIS CONTRACT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY OR YOU DO NOT AGREE TO ANY OF THE TERMS AND CONDITIONS, YOU SHOULD NOT TICK THE BOX INDICATING ACCEPTANCE.

 

The Services (as defined below) are for use only in the course of your business. The Services are not available to persons who wish to use the Services for personal purposes, or as a consumer. If you are not using the Services in the course of your business then you must not place an order for Services and you must leave our Website immediately.

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

We amend these Terms and Conditions from time to time. Every time you wish to place an order for Services through this Website, please first check these Terms and Conditions as they may have changed since the last time you visited our Website.

  1. 1.     Definitions and interpretation.

1.1   In these terms and conditions:

Application” means either the software application owned by the Provider which are known as “Leisurescore” and “Leisurecover” made available to Customer as part of the Services;

Application Specification” means the functionality and performance specifications for the Application, as set out on the Website;

Business Day” means any week day (excluding a Saturday or Sunday), other than a bank or public holiday in Edinburgh, Scotland;

Business Hours” means between 09:00 and 17:00UK time on a Business Day;

 

“Completion” has the meaning given in clause 2.2;

Confidential Information” means any information disclosed (whether disclosed in writing or otherwise) by one party to the other during the Term that is marked as “confidential”, described as “confidential” or would be considered by a reasonable person as being confidential;

Contract” means the contract between the Provider and the Customer for the provision of the Services as set out in these Terms and Conditions;

Customer” means the person, firm, partnership, limited liability partnership, company or other legal entity that places an order for the Services and accepts these Terms and Conditions;

Customer Data” means all data (including information obtained from customer surveys and customer names, addresses and contact details) inputted into the information fields of the Application during the Term by the Customer and by Users;

Data” means material, information and data;

Defect” means a defect, error or bug having a materially adverse effect on the appearance, operation or functionality of the Application, excluding any defect, error or bug caused by or arising as a result of an act or omission of the Customer or a User, or an act or omission of one of the Customer’s employees, officers, agents, suppliers or sub-contractors.

Documentation” means the documentation produced by the Provider and made available from time to time to the Customer specifying how the Application should be used;

Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected including without prejudice to the foregoing generality failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, failure of utilities providers, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars;

Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights including all copyright, rights in software (including source code and object code) and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs;

Personal Data” has the meaning given to it in the Data Protection Act 1998;

Provider” means Stuart Burge Partnership Ltd, a company registered in Scotland (with company registration number SC393436) and having its registered office at 19 Bryden Road, Whins of Milton, Stirling, Scotland, FK7 8FJ, which trades as “Real Time Leisure”;

Services” means the software-as-service and associated use of the Application provided remotely to Customer for the benefit of itself and Users on a subscription basis in accordance with the terms of the Contract, and as further set out in the Documentation.

Subscription Fee” means the subscription fee payable by the Customer to the Provider for the provision of the Services;

Term” means the term of the Contract being the period from Completion until the Contract is terminated;

Terms and Conditions” means these terms and conditions, as amended by the Provider from time to time and so notified to the Customer;

Third Party Provider” means any corporate person or organisation engaged by the Provider to provide the Services or part of the Services to the Customer;

Upgrade” means new versions of, and updates to, the Application, whether for the purpose of fixing an error, bug or other issue in the Application or making any amendments or modifications to the functionality of the Application;

Users” means any employee or officer of the Customer who is granted permission to use the Application by the Customer through a user account and “User” shall be construed accordingly;

VAT” means value added tax or any similar tax from time to time replacing it or performing a comparable fiscal function; and

Website” means the Provider’s website at www.realtimeleisure.com.

 

1.2           In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and any subordinate legislation made under that statute or statutory provision.

1.3           The clause headings do not affect the interpretation of the Terms and Conditions.

1.4

1.5           References to including and include(s) shall be deemed to mean respectively including without limitation and include(s) without limitation.

1.6           Unless the context otherwise requires, words in the singular shall include the plural and vice versa.

1.7           Unless the context otherwise requires, a reference to one gender shall include a reference to other genders.

1.8           Reference to a “clause” shall mean to a clause in the Terms and Conditions.

  1. 2.              Contract and Term

 

2.1           If a trial period is made available on the Website, the Customer may apply for a free trial by inputting the relevant data into the relevant fields and clicking relevant start button. If the Provider accepts the Customer’s request for a free trial all the provisions of these Terms and Conditions shall apply, save that:

 

2.1.1       the Customer shall have no obligation to pay any Subscription Fees in respect of the free trial period; and

 

2.1.2       either party may terminate the agreement immediately by ceasing use and giving notice to the other party trough the relevant cancellation buttons in the application at any time before the end of the free trial period.

 

2.2           In order to enter into the Contract, the Customer must make an offer to the Provider to purchase the Services by carrying out the following steps: (i) select the desired payment frequency from the dropdown menu on the Website; (ii) click on “view cart” or similar to review your order for the Services; (iii) click on “proceed to checkout” to proceed to the checkout; (iv) enter your Customer details; (v) tick the box to confirm that you have read and accept these Terms and Conditions; (vi) click on “sign up now” or similar; (vi) make payment of the Subscription Fee via any third party payment provider. After payment has been submitted, the Provider will send to the Customer an initial acknowledgement and once the Supplier has attempted to verify the identity, credit-worthiness and bona fides of the Customer, the Supplier will either send the Customer an order confirmation (at which point the Contract will come into force (“Completion“) or the Provider will confirm to the Customer that the Provider does not accept the Customer’s offer (in which case the Customer will be refunded the full amount paid to the Provider). Alternative payments can be made through invoice. In this case any contract will be formed on the provision of a purchase order to the provider. The provider will proceed with service provision upon the receipt of the purchase order. If payment is not received within the agreed terms, the provider reserves the right to revoke access to the application until such time as payment is received in full.

2.2           The Contract will commence on Completion and shall, unless and until terminated in accordance with the Contract, continue for either (depending on the payment frequency described in 2.2(i)):

2.2.1        an initial period of one (1) year and thereafter automatically renewing for successive periods of one (1) year if the Customer selects an annual subscription; or

2.2.2     an initial period of one (1) month and thereafter automatically renewing for successive periods of one (1) month if the Customer selects a monthly subscription.

2.3           Either party may terminate the Contract by giving to the other party immediate notice.

2.3.1      The customer must use the relevant cancellation buttons in the application

2.3.2   The provider can use the core ‘back end’ features in the application

  1. 3.              Services and Licence

3.1           Subject to the Customer paying the Subscription Fees the Provider shall provide the Services to the Customer for the Term.

3.2           The Provider hereby grants to the Customer a non-exclusive, non-transferable licence to access and use, and to permit Users to access and use, the Application and the Documentation during the Term solely for the purposes of the Customer’s internal business operations and always in accordance with the Contract.

3.3           Except to the extent mandated by applicable law or expressly permitted in the Contract, the licence granted by the Provider to the Customer under clause 3.2 is subject to the following:

3.3.1       the Customer must not redistribute, encumber, sell, rent, lease, sub-license, transfer, assign, disclose or otherwise transfer its right to use the Services or allow any unauthorised person to access or use the Services or the Application;

3.3.2       the Customer must not use the Services in any way that causes, or may cause, damage to the Application or impairment of the availability or accessibility of the Application, or any of the areas of, or services on, the Application;

3.3.3       the Customer must not use the Services:

  1.                                     i.              in any way that is unlawful, illegal, fraudulent or harmful; or
  1.                                    ii.              in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

3.3.4       the Customer must not alter or adapt or edit the Application save as expressly permitted by the Documentation;

3.3.5       the Customer must not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, re-publish, download, display, transmit or distribute all or any portion of the Application or the Documentation in any form or media or by any means for any purpose whatsoever;

3.3.6       the Customer shall ensure that its equipment and/ or software do not corrupt the Application; and

3.3.7       the Customer shall not decompile, disassemble, reverse engineer or otherwise attempt to discern the source code of the Application.

3.4           For the avoidance of doubt, the Customer has no right to access the object code or source code of the Application, either during or after the Term.

  1. 4.              Customer Obligations

4.1           The Customer shall:

4.1.1       comply with all applicable laws and regulations with respect to its activities under the Contract and receipt of the Services;

4.1.2       ensure that the Users use the Services and the Documentation and access and use the Application in accordance with the terms of the Contract and shall be responsible for any User’s breach of the Contract;

4.1.3       obtain and shall maintain all necessary licences, consents, and permissions necessary for the Provider, its contractors and agents to perform their obligations under the Contract, including without limitation the Services;

4.1.4       ensure that its network and systems comply with the relevant specifications provided by the Provider from time to time;

4.1.5       be solely responsible for procuring and maintaining its network connections and telecommunications links required to access and use the Services;

4.1.6       and shall ensure that Users shall, keep confidential and secure and not share with any third party its password and login details which facilitate access to the Services and/or the Application. The Customer shall keep up-to-date records of any such passwords issued to Users and the names of Users. The Customer shall contact the Provider if updates to any list of Users provided to the Provider are required, including when Users cease to be employed or engaged by Customer;

4.1.7       and shall procure that Users shall, use due care and diligence to avoid introducing any software virus or other contaminant (including any bugs, worms, logic bombs, trojan horses or any other self propagating or other such program) that may infect or cause damage to the Services, Applications or Provider’s systems or otherwise disrupt the provision of the Services

  1. 5.              The Subscription Fee

5.1           The Customer shall pay the Subscription Fee to the Provider in order to receive the Services. The Provider shall not be under any obligation to provide the Services until it has received payment of the Subscription Fee.

5.2           Unless otherwise stated, all amounts due under the Contract are exclusive of VAT, sales or other tax applicable which shall be paid in addition by the Customer at the rate and in the manner for the time being prescribed by law

5.3           If the Customer requires the Provider to issue an invoice for the Subscription Fee prior to making payment, the Customer shall notify the Provider of such request in writing. If the Provider agrees to such request it shall issue an invoice to the Customer. Unless otherwise agreed in writing, such invoice to be paid within thirty (30) days of its date.

5.4           If the Provider has not received payment of the Subscription Fee by the date on which it is due to           be paid, and without prejudice to any other rights and remedies of the Provider:

5.4.1       the Provider may, without incurring any liability to the Customer, disable the Customer’s account (including any User’s account) and access to all or part of the Services and the Provider shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid;

5.4.2       the Provider may terminate the Contract immediately upon giving the Customer written notice; and

5.4.3       interest shall accrue on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of Scotland plc at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after decree or judgement.

  1. 6.              Support Services and Upgrades

6.1           The Customer may report any Defect to the Provider by emailing the Provider at info@realtimeleisure.com.

6.2           The Provider will use its reasonable endeavours to investigate and resolve any Defect reported by the Customer in respect of the Services Application.

6.3           The Provider or the relevant Third Party Provider may apply Upgrades to the Application as and when the Provider or the relevant Third Party Provider considers appropriate and without giving notice to, or obtaining the consent of, the Customer.

6.4           The Customer acknowledges and agrees that from time to time during the Term the Provider or the relevant Third Party Provider may apply Upgrades to the Application pursuant to clause 6.3, and that such Upgrades may result in changes of the appearance and/or functionality of the Application and the Services. The Provider will endeavour to provide the Customer with reasonable notice of such Upgrades but it is not obliged to do so.

7.              Customer Data

7.1           In no circumstances shall the Provider be responsible for the content, inputting or the accuracy of the Customer Data inserted, inputted or used in the Application, which responsibility is solely that of the Customer and its Users.

7.2           The Provider shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.

7.3           Subject to clauses 7.4 and 7.5, all Intellectual Property Rights in the Customer Data will remain the property of the Customer and the Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

7.4           The Customer grants to the Provider a non-exclusive licence to store, copy and otherwise use the Customer Data for the purposes of providing the Services, fulfilling its other obligations under the Contract, exercising its rights under the Contract and for the purposes of clause 7.5 and the Customer acknowledges and agrees that the Provider may engage a Third Party Provider to store, copy and otherwise use the Customer Data for the purposes of providing the Services, fulfilling the Provider’s other obligations under the Contract and exercising the Provider’s rights under the Contract and for the purposes of clause 7.5.

7.5           The Provider shall be entitled to utilise such Customer Data which is raw data and which is anonymous, for the purpose of analysing trends (including regional and national trends) and compiling surveys and reports in connection with such trends and the Customer acknowledges and agrees that all Intellectual Property Rights in the said analysis, surveys and reports belong and shall belong to the Provider and the Provider may do as it wishes (including make available to the public) said analysis, surveys and reports.

7.6           The Customer warrants and represents to the Provider that the Customer Data, and its use by the Provider in accordance with the terms of the Contract, will not:

(a)            breach any laws, statutes, regulations or codes;

(b)            infringe any User or other person’s Intellectual Property Rights or other legal rights; or

(c)            give rise to any cause of action against the Provider, the Customer, any User or any third party,

in each case in any jurisdiction and under any applicable law.

7.7           Where the Provider reasonably suspects that there has been a breach by the Customer of the provisions of this clause 7, the Provider may:

(a)            delete or amend the relevant Customer Data; and/or

(b)            suspend any or all of the Services and/or the Customer’s access to the Application while it investigates the matter.

7.8           Any breach by the Customer of this clause 7 will be deemed to be a material breach of the Contract for the purposes of clause 13.

7.9           The Provider or the relevant Third Party Provider shall develop the back-up schedule, perform scheduled back-ups, provide routine and emergency data recovery, and manage the archiving process. Unless otherwise requested by the customer, the data back-up schedule is daily. In the event of loss of Customer Data, the Provider shall provide such recovery services as is deemed reasonable and appropriate to restore the most recent back-up.

8.              Personal Data

8.1           If the Provider processes any Personal Data on the Customer’s behalf when performing its obligations under the Contract, the parties record their intention that the Customer shall be the data controller and the Provider shall be a data processor and in any such case:

(a)            the Customer acknowledges and agrees that the Personal Data may be transferred or stored outside the EEA or the country where the Customer and the Users are located in order to carry out the Services and the Provider’s other obligations under the Contract, and the Customer expressly consents to such transfer or storage and acknowledges that the eighth principle of the Data Protection Act 1998 does not apply;

(b)            the Customer shall ensure that the Customer is entitled to transfer the relevant Personal Data to the Provider so that the Provider may lawfully use, process and transfer the Personal Data in accordance with the Contract on the Customer’s behalf;

(c)            the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; and

(d)            each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Data or its accidental loss, destruction or damage.

9.              Warranties

9.1           The Provider warrants and represents to Customer that:

9.1.1       the Provider has the right, power and authority to grant to the Customer the rights contemplated herein and to supply the Services in accordance with the Contract;

9.1.2       the Documentation will provide Users with adequate instructions to enable them to effectively use the Services and/or Applications; and

9.1.3       the receipt of the Services or the use of the Applications or Documentation does not infringe the Intellectual Property Rights of any third party.

9.2           The warranties and representations specified in clause 9.1 are subject to the Customer giving notice to Provider as soon as it is reasonably practicable to do so upon becoming aware of the breach of warranty or representation. When notifying the Provider of a breach the Customer shall use its reasonable endeavours to provide the Provider with such documented information, details and assistance as the Provider may reasonably request.

9.3           If the Services do not conform to clause 9.1, the Provider will, at its expense, use all reasonable commercial endeavours to attempt to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the warranty set out in clause 9.1.

9.4           The Customer acknowledges and agrees that:

9.4.1       the Services and/or Applications have not been prepared to meet the Customer’s individual requirements and that they cannot be tested in every operating environment so as to produce software which is error free or operates without interruption;

9.4.2       it is Customer’s responsibility to ensure the facilities and functions of the Services and/or Applications meet Customer’s requirements;

9.4.3       the Provider will use its reasonable endeavours to scan the Application for the most commonly known viruses prior to delivery to the Customer. However, the Customer is solely responsible for virus scanning the Application and the Provider gives no warranty that the Application will be free from viruses; and

9.4.4       the provision of the Services entails the likelihood of some human and machine errors, delays, interruptions and losses, including the inadvertent loss of Customer Data.

9.4.5       the Provider is not liable for any costs from loss of business relating directly or non directly to any part of software failure for any reason

9.5           Provider does not warrant or represent that the Services and/or Applications shall be:

9.5.1       wholly free from defects, errors and bugs, and the Provider gives no warranty or representation that the Application will be wholly free from such defects, errors and/or bugs; or

9.5.2       interoperable with third party software or equipment.

9.6           Save to the extent set out in this clause 9 (warranties) or to the extent that any exclusion is prohibited by law, no other representations, warranties or conditions, express or implied, statutory or otherwise (including as to condition, satisfactory quality, performance or fitness for purpose), are given or assumed by Provider in respect of the Services, Applications and/or Documentation and any such representations, warranties or conditions are hereby excluded.

9.7           Any warranties given by Provider shall be subject to Customer using the Services and/or Applications in compliance with this Contract, and Provider shall not be liable under this clause for, or required to remedy, any problem arising from any Defect or error wholly caused by the acts or omissions of the Customer, its third party service providers or Users.

  1. 10.           Intellectual Property Rights

All Intellectual Property Rights in the Application, the Documentation and the Services, including any Upgrades made to the Application in accordance with clause 6.3, belong and shall belong to either or a combination of the Provider, the Provider’s licensors or the relevant Third Party Provider (as applicable). To the extent that Customer acquires any Intellectual Property Rights in the Services, Applications and/or Documentation, Customer shall assign or procure the assignation of such Intellectual Property Rights (including by way of present assignation of future Intellectual Property Rights) to Provider. Customer shall execute all such documents and do such things as Provider may consider necessary to give effect to this clause.

  1. 11.           Confidentiality

11.1         The Provider and the Customer will:

(a)            keep confidential and not disclose Confidential Information to any person save as expressly permitted by this clause 11; and

(b)            protect Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.

11.2         The Customer’s Confidential Information may be disclosed by the Provider to its officers and employees and to Third Party Providers for the purpose of providing the Services.

11.3         The obligations set out in this clause 11 shall not apply to:

(a)            Confidential Information that is publicly known (other than through a breach of an obligation of confidence);

(b)            Confidential Information that is in a party’s possession prior to disclosure by the other party;

(c)            Confidential Information that is received from an independent third party who has a right to disclose the relevant Confidential Information; or

(d)            Confidential Information that is required to be disclosed by law, or by a governmental authority, stock exchange or regulatory body.

  1. 12.           Limitation of Liability

12.1         This clause 12 sets out the entire financial liability of the Provider (including any liability for the acts or omissions of its employees and Third Party Providers) to the Customer:

(a)            arising under or in connection with the Contract;

(b)            in respect of any use made by the Customer of the Services and Documentation or any part of them; and

(c)            in respect of any representation, statement or delictual act or omission (including negligence) arising under or in connection with the Contract.

12.2         In no event shall the Provider, its employees and/or officers be liable to the Customer to the extent that any alleged breach of the Contract by the Provider is based on:

(a)            a modification of the Services or Documentation by anyone other than the Provider or a Third Party Provider;

(b)            the Customer’s use of the Services or Documentation in a manner contrary to the Contract, the Documentation or the instructions given to the Customer by the Provider or a Third Party Provider; or

(c)            the Customer’s use of the Services or Documentation after notice of alleged or actual infringement of the Contract from the Provider, a Third Party Provider or any appropriate authority.

12.3         The Provider is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities which are out with the control of the Provider.

12.4         Save as provided for in clause 12.5:

(a)            the Provider shall not be liable whether in delict (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 the Contract; and

(b)            the Provider’s total aggregate liability in contract, delict (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Subscription Fees paid to the Provider by the Customer for the Services during the 12 month period (or where 12 months has not elapsed the total amount of Subscription Fees paid) immediately preceding the date on which the claim arose.

12.5         Nothing in the Contract excludes the liability of the Provider for death or personal injury caused by the Provider’s negligence or for fraud or fraudulent misrepresentation or for any other liability to the extent that the same cannot be excluded or limited by law.

  1. 13.           Termination

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

(a)            the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing of the breach;

(b)            an 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;

(c)            an 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;

(d)            a 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;

(e)            the 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;

(f)             the other party ceases, or threatens to cease, to trade;

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

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

13.2         On termination of the Contract for any reason:-

(a)            all licences granted under the Contract shall immediately terminate;

(b)            the Customer shall promptly return and make no further use of any equipment, property, Documentation and/or Confidential Information belonging to the Provider;

(c)            the Provider shall at the cost of Customer return all Customer Data in the Provider’s possession to the Customer; and

(d)            all provisions of the Contract shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.

  1. 14.           Force Majeure Event

14.1         Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under the Contract (other than obligations to make payment), those obligations will be suspended for the duration of the Force Majeure Event.

14.2         A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under the Contract, will:

(a)            forthwith notify the other; and

(b)            will inform the other of the period for which it is estimated that such failure or delay will continue.

14.3         The affected party will take reasonable steps to mitigate the effects of the Force Majeure Event.

  1. 15.           General

15.1         A waiver of any right under the Contract 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.

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

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

15.4         If 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.

15.5         The Contract constitutes the entire agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

15.6         Each of the parties acknowledges and agrees that in entering into the Contract 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 the Contract or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.

15.7         The Customer shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

15.8         The Provider 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.

15.9         Nothing in the Contract 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).

  1. 16.           Notices

16.1         Any notice given under the Contract must be in writing (whether or not described as “written notice” in the Contract) and must be delivered personally, sent by post, or sent by email, for the attention of the relevant person, and to the relevant address number or email address given below (or as notified by one party to the other in accordance with this clause 16).

The Provider:

Stuart Burge Partnership Ltd

t/a Real Time Leisure

19 Bryden Road

Whins of Milton

Stirling

Scotland

FK7 8FJ

Email: info@realtimeleisure.com

Phone number: 0141 416 4000

The Customer:

The addressee, address, email specified in the Schedule.

16.2         A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):

(a)            where the notice is delivered personally, at the time of delivery;

(b)            where the notice is sent by post, 48 hours after posting; and

(c)            where the notice is sent by email, at the time of the transmission (providing the sending party retains written evidence of the transmission).

  1. 17.           Governing Law

 

17.1         The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, Scots law.

17.2         The parties irrevocably agree that the courts of Scotland have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).