THIS OPERATOR AGREEMENT is between:
(1) MEETING ROOMS LTD incorporated and registered in England and Wales with company number 08577946 whose registered office is c/o Shelley Stock Hutter LLP, 1st Floor 7-10 Chandos Street, London, United Kingdom, W1G 9DQ (“Meetingrooms.com”), AND
(2) THE OPERATOR.
(A) Meetingrooms.com operates or otherwise powers websites through which operators can advertise bookings for their meeting space and other work space and services (such as physical office space, virtual office services and hotel rooms). Customers can book such meeting space or other work space and services with the operator through the websites or directly with the Operator pursuant to an introduction made by Meetingrooms.com
(B) The Operator has such meeting space or other work space and services available and wishes to advertise it on, and receive bookings for it through, the websites or pursuant to introductions made by Meetingrooms.com.
The following definitions and rules of interpretation apply in this agreement.
“API” means the technical means by which a party can transfer data from its system directly to the other party’s system.
“Booking” means a booking of Work Space or Services made through the Websites.
“Booking Confirmation” has the meaning given to it in clause 2.14. “Booking Currency” has the meaning given to it in clause 4.4.
“Booking Exchange Rate” has the meaning given to it in clause 4.4.
“Booking Fee” means that part of the Published Fee that is attributable to the use of Work Space.
“Business Day” means any day that is not a weekend or bank or public holiday in England and Wales.
“Commission” has the meaning given to it in clause 4.2.
“Content” means any information and images concerning Work Space or Services entered or uploaded by the Operator into the Operator Dashboard or transferred to Meetingrooms.com via the API.
“Contract” means a contract between the Operator and a Customer for the use of Work Space or provision of Services, in the case of a booking made through any of the Websites, on the terms displayed on the Website through which the booking was made and, in respect of a booking made directly with the Operator (including, for the avoidance of doubt, Introduction Bookings), on any other terms agreed between the Operator and the Customer.
“Customer” means the person making a Booking, Introduction Booking, Repeat Booking or Upgrade Booking.
“Extra Services Fee” means the fee payable by a Customer to the Operator for any Services booked directly with the Operator, other than for Services booked in respect of Introduction Bookings, Repeat Bookings or Upgrade Bookings (excluding VAT).
“Fee” means any and each of the Published Fee, Overtime Fee, Extra Services Fee, Introduction Booking Fee, Introduction Overtime Fee, Repeat Booking Fee and Upgrade Booking Fee.
“Intellectual Property Rights” means all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, Marks, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off.
“Introduction Booking” means, subject to clause 2.20, a booking for Work Space made by a Customer directly with the Operator (but not via any of the Websites) under clause 2.18 following the provision of that Customer’s contact details to the Operator by Meetingrooms.com under clause 2.17 and in respect of which the Operator is responsible for collecting the relevant Fee in accordance with clause 4.6 and clause 4.8.
“Introduction Booking Fee” means the fee payable by the Customer to the Operator for an Introduction Booking.
“Introduction Customer” means a person who has communicated specific Work Space requirements to Meetingrooms.com and wishes to be introduced to operators who may be able to fulfil those requirements.
“Introduction Overtime Fee” means, where a Customer has made an Introduction Booking, the fee payable, by the Customer to the Operator for spending longer in Work Space than booked (excluding VAT)
“Listing Currency” means the currency chosen by the Operator when providing Content under clause 2.3 or clause 2.4.
“Marks” means any and all trade marks, trade names, service marks, trade dress, logos, URLs or identifying slogans of the Operator, whether or not registered.
“Operator” means the person wishing to advertise Work Space and Services on the Websites and to receive Bookings or Introduction Bookings.
“Operator Dashboard” means a secure on-line area accessible only to the Operator in which the Operator can enter and update details regarding or connected to its Work Space and Services.
“Overtime Fee” means, where a Customer has made a Booking, Repeat Booking or Upgrade Booking, the fee payable by the Customer to the Operator for spending longer in Work Space than booked (excluding VAT).
“Published Fee” means the fee payable by the Customer to the Operator for a Booking (excluding any VAT). The Published Fee is made up of the Booking Fee and the Services Fee (if any).
“Repeat Booking” means, in respect of a Customer, a booking for Work Space (whether or not advertised on any of the Websites) with the following characteristics:
(a) it is made by that Customer directly to the Operator during the 12 month period commencing on the date that Customer last made a Booking (whether or not this agreement has been terminated before the 12 month period expires);
(b) it is not reported to Meetingrooms.com via the Operator Dashboard or the API; and
(c) the type of (but not necessarily the location, quantity, period of time required or any other term of the Contract relating to) the Work Space booked is identical to any Work Space previously booked through any of the Websites.
“Repeat Booking Fee” means the fee payable by the Customer to the Operator for a Repeat Booking (excluding any VAT).
“Review” has the meaning given to it in clause 2.27.
“Security Details” means a password and username that the Operator can use to access the Operator Dashboard.
“Services” means services provided by the Operator to users of Work Space, such as catering or photocopying.
“Services Fee” means that part of the Published Fee that is attributable to the provision of Services.
“Suspension” has the meaning given to it in clause 11.
“Third Party Partners” means any third party with which Meetingrooms.com enters a contract of the sort described in clause 3.3 or with which Meetingrooms.com enters a white label arrangement.
“Upgrade Booking” means, in respect of a Customer, a booking for Work Space (whether or not advertised on any of the Websites) with the following characteristics:
(a) it is made by that Customer directly to the Operator during the 12 month period commencing on the date that Customer last made a Booking (whether or not this agreement has been terminated before the 12 month period expires);
(b) it is not reported to Meetingrooms.com via the Operator Dashboard or the API; and
(c) the type of (but not necessarily the location, quantity, period of time required or any other term of the Contract relating to) the Work Space booked is different from any Work Space previously booked through any of the Websites.
“Upgrade Booking Fee” means the fee payable by the Customer to the Operator for an Upgrade Booking (excluding any VAT).
“VAT” means value added tax or any other tax the Operator is obliged by the law of any jurisdiction to add to the Fees or Meetingrooms.com is obliged by the law of any jurisdiction to add to Commission.
“Visitors” has the meaning given to it in clause 2.35.
(b) any white label websites or white label mobile applications powered by Meetingrooms.com or any member of the group of companies to which it belongs;
(c) the websites, mobile applications or intranets of any Third Party Partners; and
(d) any other websites or mobile applications owned, licensed or powered by Meetingrooms.com or any member of the group of companies to which it belongs.
“Work Space” means such space owned, rented or licensed or otherwise operated by the Operator that is designated by the Operator for hire as meeting space, office space or for any other business purpose and includes any virtual office services and hotel rooms.
1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.4 A reference to a statute or statutory provision will include all subordinate legislation made from time to time under that statute or statutory provision.
1.5 A reference to writing or written includes e-mail.
1.6 Any words following the terms including, include, in particular, for example or any similar expression will be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.7 References to clauses are to the clauses of this agreement.
2. RIGHTS AND OBLIGATIONS OF THE PARTIES
Provision of Content
2.1 Meetingrooms.com will provide the Operator with Security Details and access to the Operator Dashboard.
2.2 The Operator may provide information and images about Work Space and Services to Meetingrooms.com using the Operator Dashboard or, if Meetingrooms.com has set one up with the Operator, the API.
2.3 The Operator will complete all the mandatory fields in the Operator Dashboard.
2.4 If Meetingrooms.com has set up an API with the Operator, the Operator will take such steps as are necessary to allow Meetingrooms.com to pull such information and images concerning any Work Space and Services the Operator wishes to advertise on the Websites as required by Meetingrooms.com from the Operator’s relevant databases using the API.
2.5 The Operator will:
(a) ensure that all Content is true, accurate and complete in all respects and is not misleading;
(b) promptly update any Content that is no longer true, accurate or complete in all respects or is misleading;
(c) where any Work Space or Services become unavailable for any reason, ensure that the entry relating to that Work Space or those Services within the Operator Dashboard is marked as such;
(d) keep the Security Details safe and only share them with such of its employees, officers or representatives who need to know them for the purposes of exercising the Operator’s rights or carrying out its obligations under this agreement; and
Display of Content
2.6 Subject to clauses 2.7 to 2.9, Meetingrooms.com will display or cause to be displayed on such of the Websites it may chose in its sole discretion such of the Content in such format and design as it may choose in its sole discretion.
2.7 Meetingrooms.com may vet or permit a Third Party Partner to vet any Content before it is displayed on the Websites.
2.8 Meetingrooms.com may edit or permit a Third Party Partner to edit any Content before it is displayed on the Websites provided that, subject to clause 2.13, any factual information displayed on the Websites accurately reflects the Content.
2.9 Meetingrooms.com reserves the right not to display or cause to be displayed:
(a) any Content that is untrue, inaccurate, incomplete or misleading or that it reasonably deems inappropriate to be included on the Websites for any reason; or
(b) the Content concerning particular Work Space or Services where the Operator has not completed all the mandatory fields in the Operator Dashboard relating to that Work Space or Services or has not provided all the details required by Meetingrooms.com via the API.
2.10 Meetingrooms.com will not be liable to the Operator for any Content (including any Content it has edited) that is untrue, inaccurate, incomplete or misleading.
2.11 The Operator will ensure that any prices included in the Content in respect of particular Work Space or Services is the same or lower than the lowest price for that Work Space or Services listed on the websites of any other person or third party listing the Work Space or Services.
2.12 Without prejudice to the generality of clause 2.11, the Operator shall ensure that any special offer it is running will be reflected in the Content.
2.13 Where Meetingrooms.com reasonably believes that the Operator has not complied with clauses 2.11 or clause 2.12 it may edit or permit the Third Partner Partners to edit the relevant Content such that the prices listed on the Websites in respect of particular Work Space or Services:
(a) are the same as the lowest price for that Work Space or those Services listed on the Operator’s websites or on the websites of any other person listing the Work Space or Services; or
(b) reflect any relevant special offer being run by the Operator.
2.14 Meetingrooms.com will send details of Bookings to the Operator:
(a) by email to any email address as the Operator will have given to it for this purpose; and
(b) where an API has been set up, via the API, immediately upon receiving the Booking (“Booking Confirmation”).
2.15 The details included in the Booking Confirmation will reflect any information entered by the Customer when making the Booking. Meetingrooms.com is not responsible for the truth or accuracy of such information and will not be liable to the Operator for any losses caused by the content of the Booking Confirmation.
2.16 The Operator appoints Meetingrooms.com as its agent for the sole purposes of accepting or rejecting Bookings on its behalf and, subject to clause 4, collecting the Published Fee and any Overtime Fee and Extra Services Fee on its behalf. Where the availability of Work Space is updated by the Operator in real time the Operator authorises Meetingrooms.com to accept all Bookings on its behalf. Where the Operator must manually update the availability of Work Space it will inform Meetingrooms.com as soon as possible after receiving the Booking Confirmation whether it wishes to accept or reject a Booking. The Operator authorises Meetingrooms.com to communicate such acceptance or rejection to the Customer. A Contract will be formed when Meetingrooms.com accepts a Booking on the Operator’s behalf. For the avoidance of doubt, notwithstanding the foregoing, the Operator does not appoint Meetingrooms.com as its agent for any purpose relating to Introduction Bookings (whether for accepting or rejecting bookings, collecting Fees or otherwise).
2.17 From time to time, Meetingrooms.com may, by telephone, email, via the Operator Dashboard or otherwise, provide details of an Introduction Customer to the Operator together with details of the specific Work Space requirements of that Introduction Customer as communicated to Meetingrooms.com with a view to the Operator entering into a Contract directly with the Introduction Customer.
2.18 The Operator may contact the Introduction Customer and make a Contract with the Introduction Customer directly.
2.19 Where the Operator enters into a Contract with an Introduction Customer, the Operator will, without delay, enter the details of such Contract into the Operator Dashboard, such details to include:
(a) the identity of the Work Space;
(b) the time and date of the booking;
(c) the number of people expected at the Work Space; and
(d) the Introduction Booking Fee and VAT payable.
2.20 Only the first Contract entered into following each provision of details by Meetingrooms.com to the Operator under clause 2.17 shall constitute an Introduction Booking on which Commission will be payable under clause 4.2(c). Availability and state of Work Space and availability of Services.
2.21 The Operator will comply in all respects with the Contract.
2.22 Without prejudice to the generality of clause 2.21, the Operator will ensure that any Work Space and Services booked by a Customer is available at the agreed times.
2.23 If Work Space or Services booked by a Customer are not available in accordance with the terms of the Contract:
(a) the Operator will promptly inform the Customer of this;
(b) the Operator will use best endeavours to find suitable alternative work space or services for the Customer at no extra charge to the Customer and, where appropriate (for example, because the work space is in premises not operated by the Operator) will be liable to pay for such alternative work space or services; and
(c) if it is unable to find such suitable alternative work space or services, Meetingrooms.com reserves the right to refund the Customer and not forward the relevant payment to the Operator.
2.24 The Operator will use best endeavours to ensure that any Work Space booked by a Customer is clean and fit for use.
2.25 Should the need arise for the Operator to cancel any Booking, then the Operator will endeavour to accommodate the Customer in like space. If the accommodation is not suitable to the Customer, the Operator must either pay for the cost of like space at a different venue or refund the customer for the full fee of the Booking.
2.26 The Operator will ensure that its cancellation policy is included in the Content and, without prejudice to the generality of clause 2.21 will comply in all respects with such cancellation policy.
2.27 Meetingrooms.com may provide the opportunity for Customers to post reviews on the Websites (other than on any Websites operated by Third Party Partners) (“Review”).
2.28 Meetingrooms.com will use reasonable endeavours to modify Reviews and to ensure that they comply with any content standards it sets from time to time.
2.29 Notwithstanding the provisions of clause 2.28, to the extent permitted by law, Meetingrooms.com will not be liable to the Operator for any loss caused to it arising out of any Review or any review posted on any Website operated by a Third Party Partner.
2.30 The Operator may not reproduce any Review in part or in whole in its promotional material without the prior written consent of Meetingrooms.com.
Complaints and refunds
2.31 The Operator will promptly acknowledge any complaints by Customers, whether made directly to it or forwarded to it by Meetingrooms.com, and will provide the Customer with its final decision regarding any such complaint as soon as reasonably possible after receiving it.
2.32 The Operator will inform Meetingrooms.com if it wishes to refund a Customer for any reason other than due to the applicable cancellation policy. Meetingrooms.com will decide in its sole discretion whether such refund will be made and whether and by how much the relevant Commission will be reduced.
2.33 The Operator will not purchase any keywords (or equivalent) that include the brand or any other Intellectual Property Rights of Meetingrooms.com or any member of the group of companies to which it belongs.
Inspections, testing and complimentary usage of Work Space.
2.34 Within a reasonable time following a request, the Operator will allow Meetingrooms.com or any of its employees, officers, representatives or advisors reasonable access at reasonable times to any Work Space requested by Meetingrooms.com for the purposes of inspecting the Work Space or for any testing or for any other reason.
2.35 Where Meetingrooms.com, its employees, officers, representatives or advisors (“Visitors”) visit any premises in which Work Space is located for any reason, the Operator will, subject to the availability of the Work Space, allow the Visitors to use any Work Space within the premises free of charge during the visit.
3.1 The Operator hereby grants a non-exclusive sub-licensable licence to Meetingrooms.com to use any Marks and Content on the Websites for the duration of this agreement.
3.2 The licence granted under clause 3.1 permits Meetingrooms.com to:
(a) electronically reproduce and display the Marks on the Websites;
(b) modify, translate, electronically reproduce and display the Content (where applicable, as modified or translated) on the Websites; and
(c) reproduce and distribute through any media now known, or hereafter developed the Marks or excerpts of the Content (where applicable, as modified or translated) in advertisements for, and in marketing and promotional materials related to, the Websites.
3.3 Meetingrooms.com may contract with third parties to supply them with information it obtains from work space operators (including the Operator). The Operator permits Meetingrooms.com to sub-license any Content (including any Content that has been modified or translated pursuant to clause 3.23.2(b)) and Marks to any such third party on such terms as Meetingrooms.com deems necessary.
3.4 Meetingrooms.com will not be liable to the Operator for any actions or omissions of any third parties it sub-licences Content to.
3.5 All unmodified Content belongs exclusively to the Operator. Any modified or translated Content belongs exclusively to Meetingrooms.com and the Operator has no right to use or exploit such modified or translated Content without the prior written consent of Meetingrooms.com.
4. COMMISSIONS AND FEES
4.1 Meetingrooms.com will be entitled to Commission for:
(a) each Booking;
(b) each Introduction Booking;
(c) any time spent by a Customer in Work Space longer than booked if the Operator charges for such extra time;
(d) each Repeat Booking;
(e) each Upgrade Booking; and
(f) any Services booked by the Customer through the Websites or directly with the Operator in respect of which Meetingrooms.com collects the fee.
4.2 Subject to clauses 2.32, 4.4 and 4.5 , the amount of commission payable will be:
(a) 25% of the Booking Fee;
(b) 25% of any Overtime Fee;
(c) 10% of the Introduction Booking Fee;
(d) 10% of any Introduction Booking Overtime Fee;
(e) 25% of the Repeat Booking Fee;
(f) 10% of the Upgrade Booking Fee; and
(g) 3% of the Services Fee and any Extra Services Fee. (“Commission”).
4.3 If there is a dispute as to:
(a) which part of the Published Fee constitutes the Booking Fee and which part constitutes the Services Fee; or
(b) whether a booking is a Repeat Booking or an Upgrade Booking, the view of Meetingrooms.com will be binding on the Operator.
4.4 Meetingrooms.com will list the Published Fee for Work Space on the Websites in the Listing Currency. However, the Operator acknowledges that Meetingrooms.com may collect payments in any currency other than the Listing Currency (such other currency, the “Booking Currency”), the amount of such payment to be determined by applying the exchange rate published by Yahoo.com at the time the Customer submits the Booking to the Published Fee as denominated in the Listing Currency (“Booking Exchange Rate”). The amount payable to the Operator in respect of a particular Booking will be calculated as the relevant percentage of the Published Fee as converted into the Booking Currency used for that Booking at the Booking Exchange Rate.
4.5 Where a Customer has cancelled and is entitled to any reimbursement under the applicable cancellation policy, the Commission will be calculated on the basis of the amount of the Fee as reduced.
4.6 Subject to clause 4.7 and clause 4.9, Meetingrooms.com will collect the relevant Fee plus any VAT in respect of any Bookings and the Operator will collect the relevant Fee plus any VAT in respect of any Introduction Bookings, Repeat Bookings or Upgrade Bookings.
4.7 Without prejudice to clause 4.9, Meetingrooms.com will apply any VAT to a Fee it collects at the rate specified by the Operator in the Operator Dashboard. Meetingrooms.com will not be liable to the Operator where it has collected less VAT than required by the Operator as a result of the Operator having specified an incorrect rate in the Operator Dashboard.
4.8 In respect of any Booking or Introduction Booking, the Operator will inform Meetingrooms.com within 24 hours via the Operator Dashboard, or where one has been set up, the API, if a Customer spends longer in Work Space than booked or books Services directly with the Operator and how much the Operator has agreed to charge as the Overtime Fee, Introduction Overtime Fee or Extra Services Fee. Meetingrooms.com will collect any Overtime Fee and Extra Services Fee plus any VAT from the Customer. The Operator will collect any Introduction Overtime Fee.
4.9 Meetingrooms.com will not be liable to the Operator where it is unable to collect a Fee or VAT in full or at all from a Customer due to the Customer not having sufficient funds to pay such Fee or VAT.
4.10 On the first Business Day of each calendar month, the Operator will be able to review the previous calendar month’s Bookings and generate a report setting out the amount owed to it in respect those Bookings through the Operator Dashboard.
4.11 Subject to clause 4.12, by the 10th Business Day of each calendar month, Meetingrooms.com will transfer any Fees plus any VAT it is holding due to the Operator in respect of the previous calendar month less the Commission plus any VAT due to Meetingrooms.com.
4.12 Where Meetingrooms.com is required to refund any Fees to a Customer as a result of a chargeback made by the Customer’s payment service provider or customer complaint, it will not be obliged to transfer the value of such Fees to the Operator. If such Fees have already been transferred to the Operator, then the Operator will transfer them back to Meetingrooms.com on request. If it fails to do this Meetingrooms.com will deduct their value from any future transfer of Fees made under clause 4.11.
4.13 On the first Business Day of each calendar month the Operator will send to Meetingrooms.com by email a transaction report setting out the details set out in clause 4.14 in respect of each Repeat Booking and Upgrade Booking made in the previous calendar month.
4.14 The details referred to in clause 4.13 are:
(a) The date of the Repeat Booking or Upgrade Booking;
(b) The Fee due to the Operator excluding any VAT;
(c) The amount of any VAT due in respect of the Fee;
(d) The amount of Commission payable to Meetingrooms.com excluding any VAT; and
(e) The amount of any VAT due in respect of the Commission.
4.15 Meetingrooms.com will send a monthly invoice to the Operator in respect of any Commissions plus VAT due to it in respect of any Introduction Bookings (including any Introduction Overtime Fees), Repeat Bookings or Upgrade Bookings made in the previous calendar month and for any other amounts payable to it by the Operator under this agreement. The Operator shall pay any amount due within 14 Business Days of receiving the invoice.
4.16 The Operator will reimburse Meetingrooms.com any fees payable as a result of using a particular method of funds transfer at the Operator’s request.
4.17 Any payments made by the Operator to Meetingrooms.com may be made in the currency of the jurisdiction in which the Operator is located, the amount of such payment to be calculated by reference to a market rate of exchange. The Operator will reimburse Meetingrooms.com any expenses incurred by Meetingrooms.com in exchanging the payment to the currency of its choice. Meetingrooms.com will not be liable for any losses caused by exchange rate fluctuations or by any failure to remit or convert funds at a particular time or at a more favourable rate of exchange than actually used.
4.18 All sums payable under this agreement will be paid in full without any deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties) except where the payor is required by law to deduct withholding tax from sums payable to the payee. If the payor is required by law to deduct withholding tax, then the payor and the payee will co-operate in all respects and take all reasonable steps necessary to:
(i) lawfully avoid making any such deductions; or
(ii) enable the payee to obtain a tax credit in respect of the amount withheld.
4.19 If the Operator fails to make any payment due to Meetingrooms.com under this agreement by the due date for payment the Operator will pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank's base rate from time to time. Such interest will accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Operator will pay the interest together with the overdue amount.
4.20 If any dispute arises as to the amount of Commission payable to Meetingrooms.com, the same will be referred to the Operator’s auditors for settlement and their decision, save in the case of manifest error, will be final and binding on both parties.
4.21 If a Customer requests an invoice for Fees, the Operator will be responsible for providing it and Meetingrooms.com may direct any Customers who request an invoice to the Operator.
4.22 Termination of this agreement, howsoever arising, will not affect the continuation in force of this clause 4 and the Operator’s obligation to pay Commission (plus VAT) to Meetingrooms.com or Meetingrooms.com’s obligation to transfer Fees (plus VAT) to the Operator in accordance with it.
5. WARRANTIES AND UNDERTAKINGS
5.1 Each Party warrants for the duration of this agreement that:
(a) it has full power and authority to enter into and perform its obligations under this agreement; and
(b) it has all licences, permissions, authorisations, consents and permits necessary for it to perform its obligations under this agreement.
5.2 The Operator warrants:
(a) each time that it provides or updates Content that:
(i) it has the right to grant the licence in clause 3.1 in respect of that Content or updated Content (as the case may be); and
(ii) the Content or updated Content (as the case may be) is true, accurate and complete in all respects and not misleading in any respect;
(b) each time it provides a Mark to Meetingrooms.com that it has the right to grant the licence in clause 3.1 in respect of that Mark.
5.3 The Operator acknowledges that the availability and functioning of the Websites, Operator Dashboard or API may be subject to factors outside Meetingrooms.com’s control. Whilst Meetingrooms.com will use reasonable endeavours to ensure that use of the Websites (other than any Websites operated by Third Party Partners or any other third party), Operator Dashboard and API will be uninterrupted and error free (except during planned maintenance) Meetingrooms.com makes no warranty as to the availability or functioning of the Websites, Operator Dashboard or API and will not be liable to the Operator for any losses incurred as a result of the Websites, Operator Dashboard or API being unavailable or not functioning correctly.
5.4 Any conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this agreement whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable care and skill.
5.5 The Operator will comply with all laws applicable to the exercise of its rights or the carrying out of its obligations under this agreement.
6.1 The Operator will indemnify Meetingrooms.com against all liabilities, costs, expenses, damages and losses (including all reasonable professional costs and expenses) suffered or incurred by Meetingrooms.com arising out of or in connection with:
(a) any claim made by a Customer in respect of:
(i) untrue, inaccurate, incomplete or misleading Content or other information relating to the Operator or the Work Space or Services;
(ii) any unavailability for any reason of Work Space or Services booked by that Customer;
(iii) the cleanliness, physical state or fitness for purpose of the Work Space or Services;
(iv) the functioning of any equipment at the Work Space;
(v) any death, personal injury, damage to property or anything else that occurred whilst the Customer was in the Work Space or otherwise within the premises within which the Work Space is situated; or
(vi) any other act or omission of the Operator.
(b) the Operator’s breach or negligent performance or non-performance of this agreement; or
(c) any claim made against Meetingrooms.com for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with the use by Meetingrooms.com of the Content or Marks.
7.1 Except as expressly stated in clause
(a) Meetingrooms.com will in no circumstances have any liability for any losses or damages which may be suffered by the Operator, whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage even if Meetingrooms.com was aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill; or
(vi) loss or corruption of data.
(b) The total liability of Meetingrooms.com, whether in contract, tort (including negligence) or otherwise will in no circumstances exceed a sum equal to the lower of:
(i) the amount of Commission (exclusive of VAT) it has received from the Operator in the 12 months’ prior to the occurrence of the event giving rise to liability; and
7.2 The exclusions in clause 7.1 will apply to the fullest extent permissible at law, but neither party excludes liability for:
(a) death or personal injury caused by that party’s negligence its officers, employees, contractors or agents;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability which may not be excluded by law.
7.3 For the avoidance of doubt, Meetingrooms.com will have no liability to the Operator or any other person for any acts or omissions of a Customer.
8.1 Each party undertakes that it will not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 8.2.
8.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party will procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 8; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
8.3 No party will use any other party's confidential information for any purpose other than to perform its obligations under this agreement.
8.4 All documents and other records (in whatever form) containing confidential information supplied to or acquired by a party from the other party will be returned promptly to the relevant party on termination of this agreement, and no copies will be kept.
9. COMMENCEMENT AND DURATION
This agreement will commence on the date when it has been executed by the Operator and will continue, unless terminated earlier in accordance with clause 10 or clause 15.2, until either party gives to the other party 90 days’ written notice to terminate.
10.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(c) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
(h) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) the other party (being an individual) is the subject of a bankruptcy petition or order;
(k) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
(l) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10(d) to clause 10(k) (inclusive);
(m) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
Meetingrooms.com may immediately remove, or caused to be removed, any Content from any of the Websites and refuse to place or cause to be placed any new Content on any the Websites (“Suspension”) if:
(a) any Content is untrue, inaccurate, incomplete or misleading;
(b) the Operator does not comply with clause 2.11 or clause 2.12;
(c) the Operator does not keep the Content up to date;
(d) the Operator refuses to accept a Booking or an Introduction Booking at the price shown on the Websites;
(e) Meetingrooms.com or a Third Party Partner receives any legitimate and serious complaint from a Customer with respect to the Operator;
(f) any of the Operator’s staff acts unprofessionally or inappropriately towards a Customer; or
(g) the Operator does not pay to Meetingrooms.com any Commission that is due.
12. CONSEQUENCES OF SUSPENSION OR TERMINATION
12.1 The Operator will continue to honour any Bookings, Introduction Bookings, Repeat Bookings or Upgrade Bookings made during the term of the agreement during a Suspension or after the agreement is terminated.
12.2 On termination of this agreement, the following clauses will continue in force: clause 1, clause 4, clause 6, clause 7, clause 8, and clause 12.
12.3 Termination of this agreement will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
13. NO PARTNERSHIP OR AGENCY
13.1 Except for the limited purposes set out in clause 2.16, nothing in this agreement is intended to, or will be deemed to, establish any partnership or joint venture between any of the parties, or constitute any party the agent of another party.
13.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
14. ENTIRE AGREEMENT
14.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
14.2 Each party acknowledges that in entering into this agreement it does not rely on, and will have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
14.3 Each party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
14.4 Nothing in this clause will limit or exclude any liability for fraud.
15.1 Meetingrooms.com may vary any term of this agreement from time to time on 7 days’ notice for any reason.
15.2 If Meetingrooms.com exercises its right under clause 15.1, the Operator may terminate this agreement during the 7 day notice period referred to in clause 15.1.
16. ASSIGNMENT AND OTHER DEALINGS
16.1 Meetingrooms.com may at any time assign, transfer, mortgage, charge, sub-contract or deal in any other manner with any or all of its rights and obligations under this agreement.
16.2 Except where all or substantially all of its assets are being acquired by a third party, the Operator may not assign, transfer, mortgage, charge, sub-contract or deal in any other manner with any of its rights and obligations under this agreement without the prior written consent of Meetingrooms.com.
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision will be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause will not affect the validity and enforceability of the rest of this agreement.
19.1 Any notice given to a party under or in connection with this agreement will be in writing and will be:
(a) delivered by hand or by pre-paid first-class post or overseas courier to:
(i) its registered office, in the case of notices sent to Meetingrooms.com; or
(ii) any address given to Meetingrooms.com by the Operator through the Operator Dashboard or the API or otherwise, in the case of notices sent to the Operator; or
(b) sent by fax to its main fax number;
(c) sent by email to:
(i) in the case of Meetingrooms.com, firstname.lastname@example.org; and
(ii) in the case of the Operator, to any email address it has given to Meetingrooms.com through the Operator Dashboard or the API or otherwise.
19.2 Any notice will be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid first-class post, at 9.00 am on the second Business Day after posting;
(c) if sent by overseas courier, at 9:00 am on the fourth Business Day after posting;
(d) if sent by fax or email before 4:00 pm on a Business Day, on that Business Day;
(e) if sent by fax or email after 4:00 pm on a Business Day, at 9:00am on the next Business Day.
20. THIRD PARTY RIGHTS
No one other than a party to this agreement, their successors and permitted assignees, will have any right to enforce any of its terms.
21. GOVERNING LAW
This agreement 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) will be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees, for the sole benefit of Meetingrooms.com that, subject as provided below, the courts of England and Wales will have exclusive jurisdiction over any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). Nothing in this clause will limit the right of Meetingrooms.com to take proceedings against the Operator in any other court of competent jurisdiction, nor will the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
23. THE ELECTRONIC COMMERCE (EC DIRECTIVE) REGULATIONS 2002
To the extent that the Electronic Commerce (EC Directive) Regulations 2002 apply to the provision of services under this agreement, the parties agree to waive compliance with Regulations 9(1), 9(2) and 11 of those regulations.
Meetingroom.com’s principal place of business is:
Meetingrooms.com’s VAT number is 180 9738 74