1. THIS AGREEMENT
1.1 These terms govern the relationship between Landround Marketing Limited (‘Landround’) and its clients (‘Client’) and will remain in force until both parties have fulfilled all their obligations under it or until it is terminated under clause 7 below, whichever is the earlier. These terms cannot be varied without the express agreement in writing of a Director of Landround
1.2 In this Agreement, references to Clause numbers are to Clause numbers of this Agreement, headings are for convenience only and will not affect construction. The use of the singular will be construed to include the plural (and vice versa) and the use of any gender will be construed to include all genders.
1.3 Where this Agreement imposes obligations on Landround, which will be performed by Landround's affiliate companies, Landround will procure that its affiliates duly discharge their obligations.
1.4 Both parties agree to use all reasonable endeavours to co-operate with each other and assist each other in fulfilling their obligations under this Agreement.
1.5 Where a sale is the subject of specific terms agreed between the parties, those specific terms will take precedence over this Agreement save where there is a clash or conflict of interpretation. In the event of any such clash or conflict of interpretation the terms in this Agreement shall always take precedence.
2. THE CLIENT’S OBLIGATIONS
2.1 The Client will advertise the Promotion and produce and distribute all of its targeted marketing material and proprietary promotional leaflets at its own cost.
2.2 The Client will pay Landround the sums specified upon receiving a valid invoice from Landround, including VAT. Vouchers will not be serviced until full payment is received.
2.3 The property in the vouchers passes to the Client when the contract is made. For the avoidance of doubt Landround does not operate a sale or return policy.
2.4 Following the initial advertising of the Promotion the Client will not advertise the Promotion in any form of media, without prior consent from Landround.
3. LANDROUND'S OBLIGATIONS
3.1 Landround will provide at its own cost a travel agency service to all customers wishing to redeem vouchers under the Promotion.
3.2 Landround will respond within three (3) working days to any request from the Client or its agents for approval of advertising/promotional material relating to the Promotion and provide the Client or its agents within five (5) working days with such materials as the Client or its agents may reasonably request for use in the advertising and administration of the promotion.
3.3 Landround will not be liable in any circumstances for any loss of business revenue, profits or any indirect or consequential loss or damage arising from the sale of vouchers.
4. TRADEMARKS AND INTELLECTUAL PROPERTY RIGHTS
4.1 Landround hereby grants to the Client a non-exclusive licence in the United Kingdom to use all names, logos and trademarks of Landround in respect of vouchers and other third party partners, for the purpose of advertising and operating the Promotion, such licence to remain in force for so long as this Agreement remains in force.
4.2 The Client will use such names, logos and trademarks only in connection with the operation of this Agreement and agrees that all such use will inure to the benefit of the relevant owner.
4.3 Landround acknowledges that all rights to the Client’s brands, trademarks and logos shall remain with the Client and Landround may not use any such brands, trademarks or logos without prior written permission from the Client.
5. CUSTOMER COMPLAINTS
5.1 Any customer complaint concerning the Client’s products or services, the Promotion (including the issuance of vouchers but excluding holiday bookings) or communication of the Promotion will be handled by the Client and the Client agrees to indemnify Landround against any claim or cost arising from any such complaint.
5.2 Any customer complaint concerning the redemption of vouchers, the travel agency and the related services provided by Landround to customers will be handled by Landround and Landround agrees to indemnify the Client against any claim or cost arising from any such complaint.
5.3 Any customer or staff complaint concerning any flight or holiday booking will be handled by Landround in conjunction with the relevant flight or holiday operator and the Client will have no responsibility of any nature in connection with flights or holidays booked under the Promotion.
5.4 Neither party to this Agreement will make any criticism of the other party in any correspondence relating to a customer's complaint.
6 CONFIDENTIALITY
Neither party will disclose to any third party (nor use for any purpose other than those set out in this Agreement) any trade secret or other confidential or commercially sensitive information of the other party that they have received or obtained in any form during the negotiation, conclusion or performance of this Agreement (whether before or after the date hereof) except to the extent that such secret or information becomes generally available to or known by the public other than by reason of the recipient's breach of this Agreement or to the extent that disclosure is required by any applicable law or by any court of competent jurisdiction. For the avoidance of doubt, such information includes all the commercial terms.
7. TERMINATION AND NOTICES
7.1 Without prejudice to any other remedy or right to terminate this Agreement and without prejudice to the obligations and rights of each party available at law, either party will have the right to serve a notice terminating this Agreement forthwith if the other: -
7.1.1 ceases trading, becomes insolvent, goes into liquidation, has a receiver appointed, seeks to compound with its creditors or experiences any other form of financial difficulty which may materially affect the performance of its obligations under this Agreement; or
7.1.2 is in material breach of any of its obligations under this Agreement and (where the breach is not a fundamental breach and is capable of remedy) fails to remedy the breach within 15 days of receiving written notice of the breach and the remedy required.
7.2 Any notice given by either party to the other under this Agreement must be delivered by hand or sent by recorded delivery to the address shown to each party at the head of this Agreement or to such other address as either party may notify to each other from time to time. Notices delivered by hand during normal business hours will be deemed to be served on the day they are delivered. Notices sent by recorded delivery will be deemed to be served on the second working day after the date of posting.
7.3 The provisions of clauses 5 and 6 of this Agreement will survive termination for any reason.
8. DATA PROTECTION
Each party warrants to the other that it is properly and sufficiently registered under the Data Protection Act 1998 ("the Act"') so as to ensure so far as possible that no breach of the Act will occur by reason of the performance of this Agreement.
9. ENFORCEABILITY
If any term or part of this Agreement is declared by any court to be, or is accepted by the parties as being, in conflict with the law or unenforceable, the validity and enforceability of the remainder of this Agreement will not be affected thereby and the offending term or part will be deemed not to be part of this Agreement.
10. ENTIRE AGREEMENT AND NON-ASSIGNMENT
10.1 This Agreement supersedes any previous representation, arrangements and understandings between the parties relating to the subject matter of this Agreement and, except that neither party hereby excludes liability for fraudulent misrepresentation and except as expressly provided for herein, is intended by the parties to be the complete and exclusive statement of the terms and conditions between the parties. No variation of this Agreement will be of any effect unless it is made in writing and signed by a duly authorised representative of each party.
10.2 No relationship of agency, joint venture or partnership will exist or be deemed to exist between the parties. Except as specifically provided in this Agreement, neither party will have authority to bind the other party without that party's prior written consent.
10.3 Neither party may assign this Agreement without the prior written consent of the other.
11. WAIVER
The failure of either party in any one or more instances to insist on strict performance of one or more of the terms of this Agreement or to exercise any right or remedy will not be constituted as a waiver of any breach or any other term, any subsequent breach of the same term, nor of the right to enforce the same or any other right or remedy on a subsequent occasion.
12. LAW AND JURISDICTION
This Agreement and all matters arising from it will be governed by English law and subject to the exclusive jurisdiction of the courts of England and Wales.
13. DISPUTE RESOLUTION
The parties may choose to refer any dispute arising out of or in connection with this Agreement to either mediation or arbitration to be carried out in London by a single independent third party agreed by the parties. If the parties cannot agree on an independent third party, either party may apply to the President for the time being of the Law Society to nominate an independent third party.
14. FORCE MAJEURE
14.1 If either party is affected by any cause or circumstance whatsoever beyond its reasonable control ("Event of Force Majeure") it shall immediately notify the other party of the nature and extent thereof.
14.2 Neither party shall be deemed to be in breach of this Agreement, or otherwise be liable to the other, by reason of any delay in performance, or non-performance, of any of its obligations hereunder to the extent that such delay or non-performance is due to any Event of Force Majeure of which it has notified the other party and the time for performance of those obligations should be extended accordingly. This Clause 14.2 shall not apply to any obligation of either party to make a payment under this Agreement.
14.3 If the Force Majeure Event in question prevails for a continuous period in excess of one (1) month, the parties shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable.
