Accommodation providers should read this web advertising & promotion agreement carefully, it contains important information about your rights and obligations.

(1) ReceptionBell.com Limited of 18 Stanley Street Blyth Northumberland NE24 2BU, ‘we’,’us’.

(2) You (the customer)

A This Agreement sets out the terms upon which we will allow you to advertise with us on our or other websites.
B We are the owners/content providers of a website which provides advertising on its own or to other websites.
C You wish to purchase advertising space on a specified/or random website to which we have access and on which we are permitted to sell advertising space to you.
D We agree to provide this service to you subject to the terms and conditions set out in this Agreement.

Operative Provisions
1. Definitions
In this Agreement the following words and phrases shall have the following meanings unless the context otherwise requires:

‘Advertising’
any advertising material or promotional material supplied by you for transmission by the Internet from our Site (including without limitation advertising banners being electronic advertising whose dimensions and delivery format are agreed) that are placed on pages of our Site, customised links and sponsorship logo display;
‘Agreement’
the agreement for the purchase and supply of the Services;
‘Commencement Date’
means the earlier of the date specified in writing by us and the date on which we place the Advertising on our Site;
‘Customer’
the person(s) firm or company to whom the Services are provided, i.e. you;
‘Fees’
means the fees and charges payable by you as set out on our Site from time to time;
‘Internet’
the global computer network comprising interconnected networks using standard set of rules that regulate the manner in which data is transmitted between computers;
‘our Site’
means www.receptionbell.com or other website operated and maintained by or on behalf of is;
‘Promotion’
any promotion or promotional material supplied by you for transmission by the Internet from our Site;
‘Schedule’
the Schedule (if any) to the Agreement in whatever form setting out the Fees, Required Format, Commencement Date, Term and Notice Period;
‘Services’
the services in respect of the Advertising, and any related services agreed to be provided by us to you pursuant to the Agreement; and
‘Term’
the period from the Commencement Date for the agreed period (as specified in the Schedule or otherwise expressly by us) for which the Advertising is to be placed until terminated in accordance with the Agreement.

2. The Services and Obligations
2.1 In consideration of the payment of the Fees we agree to perform the Services in accordance with Schedule Two. The Agreement shall apply to the provision of the Services to the exclusion of all other agreements and you agree that uploading of the Advertising on to our Site shall be deemed acceptance of the Agreement.
2.2 You undertake and warrant to us that:
2.2.1 in relation to any Advertising you enter into the Agreement as a principal notwithstanding that you may be acting directly or indirectly for the person whose products or services are being advertised by us;
2.2.2 the reproduction and/or publication of the Advertising by us as originally submitted or as amended pursuant to clause 3 will not breach any agreement or infringe or violate any copyright, trade mark, or any other personal or property of any person or render us liable to any proceedings whatsoever;
2.2.3 any information supplied by you in connection with the provision of the Services is accurate, complete and true in all respects;
2.2.4 in respect of any Advertising which contains the name or pictorial representation (photographic or otherwise) of any living person and/or any part of any living person and/or any copy by which any living person is or can be identified you have obtained the authority of such living person to make use of such name, representation and/or copy;
2.2.5 the Advertising complies with the requirements of all relevant legislation (including subordinate legislation, the rules of statutory regulatory authorities and any law or regulations of the European Economic Community) for the time being in force or which may be applicable in such jurisdiction as the Advertising shall be made available;
2.2.6 the Advertising is legal, decent, honest and truthful and complies with the rules of English national law and international codes and all other such relevant codes relating to advertising as may be appropriate and particularly;
2.2.7 the Advertising shall not contain any data, image or other material which: (i) is offensive, obscene or indecent, or is capable of being resolved into obscene or indecent images or material; (ii) is defamatory, sexist, threatening or racially, ethnically or otherwise objectionable; (iii) is designed or likely to cause annoyance, inconvenience, unwanted attention or needless anxiety to any other person; (iv) is designed to or is likely to cause disruption to any computer system or to any network; (v) is illegal or is likely to induce an illegal act; and
2.2.8 you have the authority to enter into and implement the Agreement.
2.3 You agree to provide us with the Advertising in the format expressly specified (if any) by us in the Schedule One or otherwise (‘the Required Format’).
2.4 Where you (the Customer) are an advertising agency you warrant that you are authorised by your client to place the Advertising with us and the your will indemnify us against any claim made by the client against us arising from the publication of the Advertising Material.
2.5 We shall be entitled at any time without notifying you to make changes to the Services which are necessary to comply with any applicable security or other statutory requirements and we shall determine the manner in which the Services are provided.
2.6 We shall bear any and all costs of supplying, updating, owning and operating our Site. We shall use reasonable commercial efforts to maintain the availability of our Site twenty-four (24) hours per day, seven (7) days per week.

3. Acceptance
We:
3.1 shall upon receipt of the Fees, perform the Services on our Site for the Term subject to the provisions of the Agreement;
3.2 have the right and sole discretion to decline to publish or to omit, suspend or change the position of any Advertising accepted by us;
3.3 may, without derogation from the warranties and obligations set out in clause 2 above refuse or require to be amended any artwork, materials or copy for or relating to an Advertising so as to comply with the legal or moral obligations placed upon us or you or to avoid infringing a third party’s rights or any statutory or regulatory requirements; and
3.4 reserve the right at any time during the Term to remove the Advertising from our Site in the event that we consider the Advertising breaches any applicable laws or the rights of any third party or is prejudicial to our interests.

4. Liability
4.1 Neither party excludes or limits its liability to the other for death or personal injury resulting from the proven negligence of either party, its employees or agents.
4.2 We accept no responsibility for any mistakes or errors whatsoever that arise during the course of publication of any Advertising and will not be liable for any loss of copy, artwork, photographs, data or other materials which you supply to us and you shall be responsible for retaining in your possession sufficient quality and quantity of such materials for whatsoever purposes you may require.
4.3 In no event shall we be liable to you whether arising under this Agreement or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, for any Consequential Loss. ‘Consequential Loss’ shall for these purposes mean (i) pure economic loss (ii) losses incurred by any client of the Customer or other third party (iii) loss of profits (whether categorised as direct or indirect) (iv) losses arising from business interruption (v) loss of business revenue, goodwill, anticipated savings (vi) losses whether or not occurring in the normal course of business, wasted management or staff time (vii) loss or corruption of data.
4.4 Subject to clauses 4.1, 4.2 and 4.3, out total liability (whether in contract, tort or otherwise) under or in connection with this Agreement or based on any claim for indemnity or contribution shall not exceed 100% of the total Fees (excluding any VAT, duty, sales or similar taxes) paid or payable by you to us during the preceding twelve (12) month period or, if the duration of the Agreement has been less than 12 months, such shorter period, as applicable.

5. Payment Provisions
5.1 We will charge you Fees based on the payment structure as set out on our website and agreed in Schedule One. This can be either for:
5.1.1 a set fee charged for delivery of Advertising to our website; or
5.1.2 by charging a sales commission based on sales generated from net revenues generated by you which result from the provision by us of our Services.
5.2 Additional fees may be charged by us for delivery of additional value added services.
5.3 We may invoice you for the Fees for the Term upon our acceptance of the Advertising prior to commencement of the Services.
5.4 The invoice for the Fees shall be payable in full prior to the Advertising being published or the Promotion being transmitted by us on our Site unless otherwise agreed with us by writing.
5.5 All sums due in respect of the Fees are exclusive of Value Added Tax or other applicable sales tax, for which you shall be additionally liable. All sums due from you which are not paid on the due date (without prejudice to our other rights under this Agreement) shall bear interest at the annual rate of 3% over the prevailing base rate of Lloyds TSB Bank. Such interest shall accrue from the due date until payment is made in full.

6 Intellectual Property
6.1 Except as provided in this Agreement, we retain all rights, title and interest in and to the content of our Site, including without limitation copyrights, trademarks and other intellectual property rights.
6.2 You retain all rights, title and interest in and to the Advertising, including without limitation copyrights, trade marks, database rights and other intellectual property rights.
6.3 Any ideas concepts know-how or techniques developed by us or obtained during the execution of the Services will be owned exclusively by us.

7 Your Responsibilities
7.1 It is your responsibility to check the accuracy of the Advertising and, without prejudice to the provisions of clause 4, we assume no responsibility for the repetition of an error in an Advertising.
7.2 For the purpose and duration of the Advertising you grant us a royalty-free non-exclusive licence to use, publish and reproduce your name, logo, trade marks and brands to the extent necessary to enable us to comply with our obligations under the Agreement.

8 Term and Termination
8.1 Subject to the provisions of clauses 3 and 7.2 the Advertising shall be included on our Site for the Term or as otherwise expressly agreed by us in writing.
8.2 We may terminate this Agreement by notice in writing to you in the event that:
8.2.1 you fail to pay any amount to us due under this Agreement and doe not make that payment within seven (7) days after receiving a notice requiring you to do so;
8.2.2 you fail to perform any of the obligations on your part to be observed or performed pursuant to this Agreement and such failure is not remedied by you within fourteen (14) days after receipt by you of a notice in writing requiring the default to be remedied; or
8.2.3 any of the warranties or representations made by you contained in this Agreement are false or inaccurate in any material way; or
8.2.4 the Advertising breaches any applicable laws or the rights of any third party or is prejudicial to our interests.
8.3 Either party shall be entitled to terminate this Agreement immediately by notice in writing to the other if the other party shall:
8.3.1 commit any material breach of any of its obligations under this Agreement which (in the case of a breach capable of being remedied) shall not have been remedied within 14 days after receipt of a written request so to do;
8.3.2 pass a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect;
8.3.3 make any voluntary arrangement with its creditors or become subject to an administration order;
8.3.4 have a receiver or administrative receiver appointed;
8.3.5 cease or threaten to cease to carry on business; or
8.3.6 have any similar event occur under the law of any other relevant jurisdiction in respect of it.

9 Indemnity
You undertake to us that you will, without prejudice to any other right of action which we may have, at times keep us fully and effectively indemnified against any liability (which liability shall include, without limitation, all losses, costs, claims, demands, actions, damages, legal and other professional fees and expenses on a full indemnity basis) which we may suffer or incur as a result of any Advertising, the infringement of any intellectual property rights of any third party, or by reason of any breach or non-fulfilment of any of your obligations in respect of the Agreement.

10 Confidential Information
10.1 Each party may use the Confidential Information of a disclosing party only for the purposes of this Agreement and must keep confidential all Confidential Information of each disclosing party except to the extent (if any) the recipient of any Confidential Information is required by law to disclose the Confidential Information.
10.2 Either party may disclose Confidential Information of the other party to those of its employees and agents who have a need to know the Confidential Information for the purposes of this Agreement but only if the employee or agent executes a confidentiality undertaking in a form approved by the other party.
10.3 Both parties agree to return all documents and other materials containing Confidential Information immediately upon completion of the Services.
10.4 The obligations of confidentiality under this Agreement do not extend to information that: (i) was rightfully in the possession of the receiving party before the negotiations leading to this Agreement; (ii) is, or after the day this Agreement is signed, becomes public knowledge (otherwise than as a result of a breach of this Agreement); or (iii) is required by law to be disclosed.

11. Disputes
11.1 Subject to the terms of this Agreement all disputes or differences which shall at any time arise between the parties in respect of the construction or effect of this Agreement or the rights, duties and liabilities of the parties or any matter or event connected with or arising out of this Agreement (a ‘Dispute’) shall be referred to such independent third party (the ‘Third Party’) as the parties shall jointly nominate.
11.2 If the parties to this Agreement shall fail to nominate a Third Party within 14 days of the date of occurrence of the Dispute then the Third Party shall be nominated at the request of any of the parties hereto by the President for the time being of the Law Society of England & Wales.
11.3 The Third Party (whether appointed under clause 11.1 or 11.2 above) shall act as an expert whose decision (including as to costs) shall, except in the case of manifest error, be final and binding upon the parties to this Agreement.

12 Data Protection
Each party undertakes to comply with its obligations under the Data Protection Act 1998.

13 Third parties
Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the Services is intended to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999.

14 Force Majeure
14.1 Except with respect to obligations to pay the Fees or other charges, ‘Force Majeure’ means anything outside the reasonable control of a party, including but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, labour dispute, labour shortage, power shortage, ceasing to be entitled to access the Internet for whatever reason, server crashes, deletion, corruption, loss or removal of data, transportation embargo, failure or delay in transportation, any act or omission (including laws, regulations, disapprovals or failures to approve) of any government or government agency.
14.2 If a party is wholly or partially precluded from complying with its obligations under this Agreement by Force Majeure, then that party’s obligation to perform in accordance with this Agreement will be suspended for the duration of the Force Majeure.
14.3 As soon as practicable after an event of Force Majeure arises, the party affected by Force Majeure must notify the other party of the extent to which the notifying party is unable to perform its obligations under this Agreement.

Schedule One
Fees: Bronze listing £40, Silver listing £80, Gold listing £160. Information relating to discounts is available on request.
Required Format: Correct completion of an online or printed registration form
Commencement Date: One to four weeks after receipt of a correctly completed registration form
Term: One year
Notice Period: Four weeks

Schedule Two
The Services:
'Free listing'
List your establishment name, address, contact details, tourist board rating, price range and maximum occupancy in 'plain navy blue text' on our results pages.
'Bronze listing'
List your establishment name, address, contact details, tourist board rating, price range and maximum occupancy in 'plain black text' grouped above all Free listings on our results pages.
'Silver listing'
List your establishment name, address, contact details, tourist board rating, price range and maximum occupancy in 'bold navy blue text' grouped above all Free and Bronze listings on our results pages. Plus list everything your accommodation has to offer on a separate printable microsite that includes a 150 word description, a photograph of your establishment and a link to your website, enhancing your own web presence. And if you don't have a website you can use your microsite independently of ReceptionBell.com.
'Gold listing'
List your establishment name, address, contact details, tourist board rating, price range and maximum occupancy in 'bold black text' grouped above all other listings on our results pages. Plus list everything your accommodation has to offer on a separate printable microsite that includes a 300 word description, six photographs of your establishment, an accurate illustrated map showing the location of your accommodation and a link to your website, enhancing your own web presence. And if you don't have a website you can use your microsite independently of ReceptionBell.com.

Further Information
For Web Advertising & Promotion Agreement enquiries please contact: ReceptionBell.com Limited, PO Box 653, St Albans, AL3 67U. Telephone (+44) (0)7092 30 30 50. Facsimile (+44) (0) 7092 30 30 51.