Ready Golf Member’s Terms and Conditions of play
Welcome to Ready Golf
This Agreement governs the sale and provision of Services by Us and will form the principle Agreement between Us and You (see clause 19). Before requesting a Membership, please ensure that You have read this Agreement carefully. This Agreement and the Clauses within it are subject to changes by Us, at any time, without the need to inform You prior to the change.
The details laid out in this Agreement are complementary to each and every Portfolio Club’s Articles of Association. In the event of any conflict, the Articles shall take precedence. All Members of Ready Golf Ltd must play to the R&A’s Rules of Golf [available at https://www.randa.org/Rog/2019/Pages/The-Rules-of-Golf].
1. Definitions and Interpretation
- In this Agreement unless the context otherwise requires, the following expressions have the following meanings:
Means this written document which forms the contract or terms and conditions between Us and You for the Services described in this agreement;
“Articles of Association”
means a document that specifies the regulations for a company's operations and defines the company's purpose.
means a reference to a Clause in this Agreement.
means the individual golf club where You and Your guest, if applicable, can play golf and access to which forms the Membership Service;
“Data Protection Legislation”
means 1) unless and until EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations, and secondary legislation (as amended from time to time), in the UK and subsequently 2) any legislation which succeeds the GDPR.
“Fair Usage Policy”
means Our policy on use of the available tee slots at any given Club, as described in Clause 10 of this Agreement.
“Local Rule/Club Rules”
means any Rules or playing criteria stated and enforced by the Club which is supplementary to the Rules of Golf.
“Membership Confirmation/ Confirmation”
means Our acceptance and confirmation of Your Membership;
means Your membership to Us in exchange for the Services, paid for by You as an annual subscription;
means a calendar month;
Means the full list of golf clubs which are partnered with Us and access to which forms the Membership Service;
means the price payable for the Services;
means the date one calendar year after the date of Your Membership Confirmation;
“Rules of Golf”
means the agreed Ruless of golf as described by R&A Ruless Limited, Company No. SC247046, and available at https://www.randa.org/Rog/2019/Pages/The-Rules-of-Golf.
means the services which are to be provided by Us to You as specified in Your Membership;
means a special offer price payable for Services which We may offer from time to time;
means Ready Golf Ltd, of 53 Sheen Lane, London, SW14 8AB, a Private Limited Company registered in England under number 12170605.
“You/Your/The Member/Member/ Members”
means the person whose name appears on the Membership and who will be the only user of the Service set out in this agreement;
- Unless the context otherwise requires, each reference in this Agreement to:
- “writing”, and any cognate expression, includes a reference to any communication affected by electronic or facsimile transmission or similar means;
- a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
- “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;
- An Appendix is an appendix to this Agreement; and
- a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule.
- a "Party" or the "Parties" refer to the parties to this Agreement.
2. The Agreement
- Nothing provided by us including, but not limited to, sales and marketing literature, price lists and other documents constitute a contractual offer. Your Membership constitutes a request by You for a Membership that We may, at our discretion, accept by way of a written Membership Confirmation.
- A legally binding Agreement between Us and You will be created upon Our acceptance of Your Membership request, commencing on the date when We issue written acceptance to You by way of a Membership Confirmation.
- This Agreement forms a Membership between You and Us. By becoming a member of Ready Golf, you are not a member of any/all the Portfolio Clubs.
- Your Membership is valid for 12 months from Confirmation and will be automatically renewed each calendar year from the date of Membership Confirmation unless either We or You terminate Your Membership. You will be given notice in writing before each renewal date.
- Once You receive Your Membership Confirmation, and on receipt of Your membership card, You will gain full access to Our Portfolio Clubs and be able to play golf at each establishment in accordance with the details in Clause 5.
- Use of any Service is acknowledgement and agreement by You to all Clauses in this Agreement (including booking procedures, fair play policies and disciplinary procedures) and any and all Local or Club Rules (including dress code), restrictions of play (including playing handicap) in all of Our Portfolio Clubs (found in the portfolio Club’s Articles of Association and The Rules of Golf). Failure to do so could result in personal injury (for which We will not be liable) or disciplinary actions, as described in Clause 11.
- You must follow all Local rules as printed on the Club’s scorecards or on a notice board at each Club.
- The Club and its officials reserve the right to amend, alter or add rules as they find appropriate without notice.
- We reserve the right to amend, alter or add rules as they find appropriate without notice. Ensure You check this Agreement regularly.
- All access is subject to available tee times at the Portfolio Clubs. Membership does not automatically award You the right to play if tee times are not available or if the course is closed as described in Clause 5. For the booking process, see Clause 6.
- There is no refund of Membership fees in part or in full in the event that access is not possible to any or all Clubs due to events out of Our control (see Clause 13).
- Your Membership is non-transferable.
- You may request to terminate Your Membership in writing within 14 calendar days of Confirmation. If You have already made any payments to Us, payment(s) will be refunded as soon as is reasonably possible in accordance with Clause 4. If You wish to terminate the Membership after this time period, or once We have begun providing the Services, no refund will be paid by Us to You in part or in full - Please refer to Clause 14.
- We may terminate Your Membership at any time before We begin providing the Services due to the unavailability of required personnel or materials, or due to the occurrence of an event outside of Our reasonable control. If such termination is necessary, We will inform You as soon as is reasonably possible. If You have made any payments to Us under Clause 4, the payment(s) will be refunded as soon as is reasonably possible and we will write to You to inform You of the termination. Termination will be confirmed in writing.
- We may terminate Your Membership if You are found to have breached the provisions of this Agreement. You will be informed of Our decision in writing, in accordance with Clause 11.
- We reserve the right to refuse membership either on application or at renewal subject to our criteria and terms and conditions. Our decision on Your Membership status is final and will not be subject to appeal.
4. Price and Payment
- The Price of the Services will be shown in the ‘Prices’ webpage [available at https://readygolf.co/prices/] in place at the time of Your Membership request. If the Price shown in Your Membership Confirmation differs from Our current Price We will inform You upon receipt of Your Membership request.
- If We quote a Special Price which is different to the Price shown in Our current price list, the Special Price will be valid for 30 calendar days or, if the Special Price is part of an advertised special offer, for the period shown in the advertisement. Membership requests placed during this period will be accepted at the Special Price even if We do not accept the Membership request until after the period has expired.
- Discounted prices and/or discounted offers and/or Special Prices cannot be used in conjunction with each other unless specifically stated by Us to You.
- Our Prices may change at any time but these changes will not affect Membership requests that We have already accepted.
- All Prices published include value added tax (VAT). If the rate of VAT changes between the date of Your Membership request and the date of Your payment, We will adjust the rate of VAT that You must pay. Changes in VAT will not affect any Prices where We have already received payment in full from You.
- Before We begin providing the Services, You will be required to pay either the full amount due or an instalment as described in Our Prices list.
- If You pay for Your Membership through instalments, the balance of the Price will be paid with the initial payment being taken on the date of Membership Confirmation and all subsequent payments being taken on the nearest Business Day to the 1st of each calendar month, until the full amount is paid by You.
- We accept the following methods of payment:
- Direct debit via BACs payments for all payment options;
- Major debit cards – for lump sum payments only;
- Major credit cards - for lump sum payments only;
- If You are paying for Your Membership in instalments, all instalments are due to Us (e.g. 6 monthly instalments of £120 per month) in order for You to gain full access to the Services. If You fail to pay any of these instalments You are immediately liable for the full remaining amount.
- Additional instalments may be required depending on how often You use our Service. This is explained in our Fair Use Policy.
- If You do not make payment to Us by the due date as shown on the Membership Confirmation or a relevant invoice and this Clause 4, We may charge You interest on the overdue sum at the rate of 4% per day above the base lending rate of The Bank of England (with a minimum rate of 4% per day). Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment. You must pay any interest due when paying an overdue sum.
- If You do not make payment to Us within 14 calendar days of the due date as shown on the Membership Confirmation or a relevant invoice, We may terminate Your Membership with immediate effect and pass any owed fees to a debt management company of Our choosing to settle the amount owed.
- Birdie Pass members must pay for individual green fees at the Club they are playing at. Prices for individual tee slots are available from the Club and are not controlled by Us.
5. Providing the Services
- We will begin providing access to the Services on the date confirmed in Our Membership Confirmation, subject to You receiving Your Membership card.
- Each individual Club offers You and other Members different access times and/or number of tee slots on any given day for You to use. All required information You need about the access and any playing restrictions for each Club is available on Our website. If You have an enquiry, please ask us via email [firstname.lastname@example.org] or through our ‘Contact Us’ page on our website [https://readygolf.co/contact-us/].
- All required information You need about the individual Club’s code of conduct is very briefly summarised on Our website but is available in full at the Club’s own website. This includes dress code and course etiquette which must be followed by You at all times when at the relevant Club.
- Our Portfolio Clubs which we offer You access to at the time of the Membership Confirmation, may from time to time and without prior notice, change or no longer be available to access by You. This period of time may be fixed or may be indefinite.
- Our Portfolio Clubs which we offer You access to at the time of the Membership Confirmation, may, from time to time and without prior notice, change their access times to You or add additional restrictions. We will make all reasonable endeavours to inform You in advance if possible.
- We will make every reasonable effort to complete the Services on time (and in accordance with Your Membership). We cannot, however, be held responsible for any delays if an event outside of Our control occurs. Please see Clause 13 for events outside of Our control.
- If We require any information or action from You in order to provide the Services, We will inform You of this as soon as is reasonably possible. Examples of what we may require include but are not limited to: Personal Information to complete Your Membership including name, email address, direct debit details and current Handicap. See our Privacy Statement for more details [available at https://readygolf.co/privacy-statement/].
- If the information or action required of You under this Clause is delayed, incomplete or otherwise incorrect, We will not be responsible for any delay caused as a result. If additional work is required from Us to correct or compensate for a mistake made as a result of incomplete or otherwise incorrect information or action on Your part, We may charge You a reasonable additional sum for that work.
- In certain circumstances, for example where there is a delay in You sending Us information or taking action required to complete your Membership, We may suspend the Services (and will inform You of that suspension in writing).
- If You do not pay Us for the Services as required by Clause 4, We may suspend the Services until You have paid all outstanding sums due. Furthermore, any suspension will not limit Our right to terminate this agreement. If this happens, We will inform You in writing. This does not affect Our right to charge You interest under Clause 4.
6. Making and Terminating a Booking
- The following booking process must be followed each and every time You use the Services. (There is a flow chart in Appendix 1 of this agreement.) This is because We use Your footfall to calculate our reimbursement with each Club.
- Prior to making a reservation with the Portfolio Club, check Our website [https://readygolf.co/book-a-tee/] for availability of tee time slots to ensure that the booking does not exceed the number of tee slots available and is in accordance with the Our Fair Usage Policy, as described in Clause 10. Failure to consult Our website prior to booking may result in termination of the reservation or request of a full payment of the green fee by the Club player.
- After checking the website for availability and any Club restrictions, the member must contact the Club to request a tee time. You will quote the Membership number as printed on Your Membership card as well as the number of members and/or guests You are playing with at the time of booking.
- Once a tee time has been confirmed, the tee time and associated details must be entered onto Our website by You within one hour of reservation. Booking of tees with the courses must be booked within 2 weeks of the desired playing date.
- Only one Member may reserve the tee with the club, all subsequent Members joining that group must add their names to the booked tee time. Subsequent Members are not required to call the club to advise them of their intention to join an existing tee time.
- You may not request other Members to remove their names from a tee, nor should You expect other Members to ask You to remove Yours. No member can be denied a right to insert their name on any tee booking created on the web-site if they are in line with the handicap and Club restrictions. A member must not be approached (by whatever means) with a view to seek the removal of their name from an existing tee booking. See Clause 10 for our Fair Usage Policy.
- Only one tee time per course per day may be booked by You. Consecutive tee time reservation must be authorised by Us and requested in writing by You a minimum of 5 days prior to requirement.
- On arrival at the Club, You and each Member or guest in Your group must report to the pro shop at least 15 minutes before play is scheduled to begin. All Members must show their Membership card and all guests must pay their guest fee to the Club before playing (see Clause 8). Failure to do may result in You paying full price and/or in disciplinary action, as detailed in Clause 11.
- Members holding a Birdie Pass should contact Your chosen course directly without logging onto our website. All green fees must be paid directly to the Club before You start to play. All bookings must be made and cancelled directly with the chosen Club.
7. Booking Termination
- If You are unable to use the booking, this must be terminated by removing the booking and/or Your name with the booking from our website and by informing the relevant Club.
- In the event of a termination of a tee time, You must delete the booked time and/or remove Yourself from the booking on Our website 2 hours prior to the tee time. You must advise all other members who are booked on the same booking of Your intention to terminate a reservation.
- Failure to remove Your name and/or terminate a booking when not playing goes against Our Fair Usage Policy.
- Just so You know: Our website automatically tracks and records the entire tee–time usage. This data helps Us to pay Our Portfolio Clubs the right sum each year. It is vital that each and every booking is entered on the website accurately. Any terminated/unused tee slots must be removed from Our booking system and terminated with the Club.
8. Guests - not applicable for Birdie Pass holders
- Guests are only permitted whilst playing with at least one Ready Golf member. Guests are permitted on Our profiled courses Monday – Sunday (unless otherwise stated on Our website) with the following expectations
- No guests are allowed at Littlestone Golf Course (Championship Course) on weekends.
- Guest policies on any Portfolio Club may change during the Membership term without prior notice.
- Guest details must be registered through Our website at the time of booking.
- Green fees for guests are payable to the Club directly (Your guests will receive a preferential price). Guest bookings can only be requested between 5 days and 48 hours of the date/time required. Each member initially will be entitled to 10 guests a year. No one guest can play as a guest more than 5 times at any one club.
- You are responsible for Your guest adhering to all applicable provisions in this Agreement on the day and the Club’s rules and regulations, including handicap restrictions.
- We will publish additional rules for competitions as and when required. All entrants must make themselves aware of these before the start of the match/competition.
- All competitors must enter their names in the competition before the closing date.
- All competitors’ fees, when appropriate, must be paid before the closing date of the competition; otherwise the entry will not be accepted.
10. Fair Usage Policy - not applicable to Birdie Pass holders
- We operate a Fair Usage Policy so that all members can access all of the Portfolio Clubs. If You are found to be in breach of this Fair Usage Policy, You may be requested to remove Your name from subsequent tee times at the portfolio course.
- Members may not continually reserve tee times at the same course. If it is deemed that You are over playing any single course on the Portfolio, You may be asked to remove Your booking to allow other members to play.
- As weekends are usually busy for tee-time bookings and to give everyone a fair chance to play on all the courses in Our portfolio, the system is designed such that a member will not be able to book and play on the same course on two consecutive weekends unless a tee is available 24hrs before.
- Tee slots cannot be blocked out by non-playing Members.
- If Your usage of the Our Service goes above 3 rounds during any calendar month, You are referred to as a ‘Touring Golfer’ and the following clauses apply:
- You will be contacted by Us to inform You that You have reached the threshold at the end of the calendar month.
- We will arrange an additional direct debit from Your bank account of £40 for every additional round over this threshold. This payment will be collected on the 1st of the following month.
- This does not restrict the number of rounds You are able to play.
- Your access to the Service will continue upon collection of relevant funds.
11. Disciplinary Actions
- Members, whether at a Club or representing Ready Golf Ltd elsewhere, shall comply with the highest standards of conduct, must be well behaved and be courteous to fellow members, golf Club staff and any other golfers or visitors on site. All Members and their guests shall do nothing likely to bring Our good standing or that of any Portfolio Club into disrepute either by Your actions, Your words or any written statement either physical or online. All Rules of Golf, published Club Rules and common golf etiquette must be complied with at all times. We may reprimand, suspend, terminate this Agreement or impose any other form of restriction of a Member’s privileges on any Member if conduct of that Member contradicts any provision of this Agreement or that of a Club’s Articles of Association. Unwanted behaviours include, but is not limited to:
- Neglect to comply with the provisions of a Club’s Articles of Association and their rules and regulations or bye-laws or is or has been or is likely to be injurious or prejudicial to the character or interests of the Club or Us or whose conduct is likely to endanger the welfare, unanimity and good order of the Club or Us.
- Abuse of the Fair Usage Policy, detailed in Clause 10;
- Failure to remove a booking when requested by Us;
- Any form of abuse in word or action towards any Member, Club official or employee or third party connected to the Club, any member of the public or user of the relevant Club;
- Any abuse of the guest policy, detailed in Clause 8;
- Any loss or damage which You or Your guest are liable for at any Portfolio Club;
- Any breach of competition rules or the Rules of Golf;
- Any breach of the provisions set out in this Agreement.
- Any of our directors, a Ready Golf Member or an employee representing any Club may bring the attention of Us to any action indicated above where, in their view, Our rules have been disregarded.
- If Your Membership is terminated, You agree that You shall forfeit all the privileges of membership and all rights against Us for all time and shall not thereafter be admissible to Our Membership or events either as a guest or otherwise. Any Member with a terminated Membership has no right to the return of any subscriptions and You agree that You do not have a remedy against Us and shall in the case of expulsion forfeit all rights and claims upon Us and Our property.
- Our full discipline policy detailing full procedures will be sent to You in the event of any requirement detailed in this Clause 11 and is available on request at any other time.
- Problems with the Services and Your Legal Rights
- We always use reasonable efforts to ensure that Our provision of the Services is trouble-free. If, however, there is a problem with the Services We request that You inform Us as soon as is reasonably possible. We will use reasonable efforts to remedy problems with the Services as quickly as is reasonably possible and practical.
- We will not charge You for remedying problems under this Clause 11 where the problems have been caused by Us, any of our agents or employees or subcontractors or where nobody is at fault. If We determine that a problem has been caused by incorrect or incomplete information or action provided or taken by You, We may charge You for remedial work.
- You, at Your own cost, will arrange and maintain insurance as is necessary in respect of any personal injury to Yourself or other Club users as well as any loss or damage to items of property of any Club or persons in and around the Club’s premises.
- We will be responsible for any foreseeable loss or damage that You may suffer as a result of Our breach of this Agreement as a result of Our negligence (including that of Our employees, agents or subcontractors). Loss or damage is foreseeable if it is an obvious consequence of the breach or negligence or if it is contemplated by You and Us when the Agreement is created. We will not be responsible for any loss or damage that is not foreseeable.
- The Club will be responsible for any loss or damage to You, Your guest or Your property as a result of negligence on the part of any Portfolio Club (including that of the Club’s employees, agents or subcontractors). Refer to the Club’s public liability statement which all Club’s must have in place at each time You visit the Club.
- You are responsible for following all instructions given in any manner by Us or the Club, or party associated with the Club. This includes but is not limited to following all course instructions given to You in any manner by the Club. The Club will not be liable to You in any event where You neglect to follow any instruction from the Club.
- In using this Service, You hereby agree to be liable for and indemnify and keep indemnified Us and/or the relevant Club from and against all actions, claims, demands, costs, expenses, liabilities, loss, delay, damages or other financial detriment, brought, made or awarded against or incurred by You (directly or indirectly) arising from:
- any damage by You or You Guest caused to any part/s of any item or property owned or managed by a Portfolio Club;
- any loss of or damage caused by You or Your guest to any property of Ours;
- any loss of or damage to any items brought into or left or stored in any part/s of the Club’s Premises by You or Your Guest;
- any personal injury to or death of any person who is in or about any part/s of the Premises of the Club, except where caused by the negligence of the Club or any person for whom it is responsible;
- save to the extent that sub-Clause 12.5.4 applies and save were caused by the negligence of the Club or any person for whom it is responsible, any use of any part/s of the Club by You; or
- save to the extent that sub-Clause 12.5.4 applies, any lack of safety or unsuitability or inadequacy of any or all of the Premises of the Club, or other facilities, or access to or exit from any of them.
- Nothing in this Agreement seeks to exclude or limit Our liability for death or personal injury caused by Our negligence.
- Nothing in this Agreement seeks to exclude or limit any Club’s liability for death or personal injury caused by the Club’s negligence.
13. Events Outside of Our Control (Force Majeure)
- We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: planned Club closures, unplanned Club closures, power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our reasonable control.
- If any event described under this Clause 13 occurs that is likely to adversely affect Our performance of any of Our obligations under this Agreement:
- We will inform You as soon as is reasonably possible;
- We will inform You when the event outside of Our control is over and provide details of any new dates, times or availability of Services as necessary;
- If You wish to terminate Your Membership request for the Services before You have used the Services, You may do so under sub-Clause 3.8.
- We may terminate Your Membership for the Services before the Services begin under sub-Clause 3.9.
- Once We have begun providing the Services to You, You are free to terminate this Agreement at any time by giving Us one calendar month written notice. In the event of termination, no refunds of Your Membership fee in part or in full shall be returned, with the exception in the sub-Clause 14.1. If You have not completed paying for the entire Membership, the full remaining amount will be immediately due to Us from You, in accordance with Clause 4.
- Before Your Renewal Date, You will be notified if We wish to renew Your Membership. If You wish to terminate the automatic renewal, provide us a written notice 1 month before the Renewal Date.
- If We terminate Your Membership due to any event described in Clause 11, no refund in part or full shall be granted to You and any remaining payments from You to Us are immediately due, in accordance with Clause 4.
- If any of the following occur, We may terminate the Services and the Agreement immediately by informing You in writing. No refund shall be paid to You by Us in part or in full. If We have provided Services that You have not yet paid for, We will invoice You for those sums and You will be required to make payment in accordance with Clause 4.
- You fail to make a payment on time as required under Clause 4 (this does not affect Our right to charge interest on overdue sums under sub-Clause 4.11); or
- You have breached any Clause of this Agreement; or
- You have breached the Agreement in any material way and have failed to remedy that breach within 1 month of Us asking You to do so in writing; or
- We are unable to provide the Services indefinitely due to an event outside of Our control.
15. Communication and Contact Details
- If You wish to contact Us, You may do so by email at email@example.com or directly through our website via https://readygolf.co/contact-us/.
- In certain circumstances You must contact Us in writing (when terminating Your Membership), preferably using the method as described in sub-Clause 15.1.
- All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
- Notices shall be deemed to have been duly given:
- when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
- when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
- on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
- on the tenth business day following mailing, if mailed by airmail, postage prepaid.
- In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
16. Complaints and Feedback
- We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that Your experience as a customer of Ours is a positive one, We nevertheless want to hear from You if You have any cause for complaint. Please contact Us in one of the following ways:
17. How We Use Your Personal Information (Data Protection)
- For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of Your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Notice available from https://readygolf.co/privacy-statement.
- All personal information that We may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and the relevant UK Data Protection Legislation.
18. Data Processing
- In this Clause 18, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in the relevant Data Protection Legislation.
- Both You and We hereby agree that they shall both comply with all applicable data protection requirements set out in the Data Protection Legislation. This Clause 18 shall not relieve either Party of any obligations set out in the Data Protection Legislation and does not remove or replace any of those obligations.
- For the purposes of the Data Protection Legislation and for this Clause 18, We are the “Data Processor” and You are the “Data Controller”.
- The Data Controller shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Data Processor for the purposes described in this Agreement.
- The Data Processor shall, with respect to any personal data processed by it in relation to its performance of any of its obligations under this Agreement:
- The Data Controller and/or the Data Processor has/have provided suitable safeguards for the transfer of personal data;
- Affected data subjects have enforceable rights and effective legal remedies;
- The Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data so transferred; and
- The Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data.
- Process the personal data only on the written instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by law. The Data Processor shall promptly notify the Data Controller of such processing unless prohibited from doing so by law.
- Ensure that it has in place suitable technical and organisational measures (as approved by the Data Controller) to protect the personal data from unauthorised or unlawful processing, accidental loss, damage or destruction. Such measures shall be proportionate to the potential harm resulting from such events, taking into account the current state of the art in technology and the cost of implementing those measures.
- Ensure that any and all staff with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential; and
- Not transfer any personal data outside of the European Economic Area without the prior written consent of the Data Controller and only if the following conditions are satisfied:
- Assist the Data Controller at the Data Controller’s cost, in responding to any and all requests from data subjects in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner’s Office);
- Notify the Data Controller without undue delay of a personal data breach;
- On the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination of this Agreement unless it is required to retain any of the personal data by law; and
- Maintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance with this Clause 18 and to allow for audits by the Data Controller and/or any party designated by the Data Controller.
- The Data Processor shall not subcontract any of its obligations to a sub-processor with respect to the processing of personal data under this Clause 18 without the prior written consent of the Data Controller (such consent not to be unreasonably withheld). In the event that the Data Processor appoints a sub-processor, the Data Processor shall:
- Enter into a written agreement with the sub-processor, which shall impose upon the sub-processor the same obligations as are imposed upon the Data Processor by this Clause 18 and which shall permit both the Data Processor and the Data Controller to enforce those obligations; and
- Ensure that the sub-processor complies fully with its obligations under that agreement and the Data Protection Legislation.
- Either Party may, at any time, and on at least 30 calendar days’ notice, alter this Clause 18, replacing it with any applicable data processing clauses or similar terms that form part of an applicable certification scheme. Such terms shall apply when replaced by attachment to this Agreement.
19. Entire Agreement
- This Agreement contains the entire Agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
- Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
20. Other Important Terms
- We may transfer (assign) Our obligations and rights under this Agreement (and under the Agreement, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, You will be informed by Us in writing. Your rights under this Agreement will not be affected and Our obligations under these Agreement will be transferred to the third party who will remain bound by them.
- You may not transfer (assign) Your obligations and rights under this Agreement (and under the Agreement, as applicable) without Our express written permission.
- The Agreement is between You and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of this Agreement.
- If any of the provisions of this Agreement are found to be unlawful, invalid or otherwise unenforceable, those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
- No failure or delay by Us in exercising any of Our rights under this Agreement means that We have waived that right, and no waiver by Us of a breach of any provision of this Agreement means that We will waive any subsequent breach of the same or any other provision.
21. Governing Law and Jurisdiction
- This Agreement and the relationship between You and Us shall be governed by, and construed in accordance with the law of England & Wales.
- Any dispute, controversy, proceedings or claim between You and Us relating to this Agreement, or the relationship between You and Us shall be subject to the jurisdiction of the courts of England.
Appendix 1 – Booking Process