The following terms are effective from: 20 October 2022.
This agreement (the "Agreement") is a legal agreement between the “Customer” and Horizon Guides / I&I Travel Media Ltd (“Horizon Guides” / “we” / “us”), a company registered in England and Wales with company number 09681387 ("Horizon Guides").
Horizon Guides permits use of the service and interface by the Customer on the basis of this Agreement. By checking the box confirming acceptance of this Agreement, the Customer agrees to be bound by the terms of this Agreement.
1. Services
Horizon Guides provides a digital advertising product, accessed by the Customer via an online dashboard interface (“Service”). Horizon Guides allows readers to click from the Horizon Guides platform to visit the Customer’s website. Customers are charged on a cost per click basis for the clicks sent to the Customer’s website.
In order to fulfil the Service, Horizon Guides shall publish listings on the Customer’s behalf. Such listings include company profiles and product listings. The data and information in the listings constitute the “Content” provided by the Customer. Such Content may be published on the Horizon Guides platform and distributed via third party sites (“Partner Network”) via embeddable widgets.
Horizon Guides shall publish and display the Customer’s Content for as long as the Customer has an active campaign, and/or, once the Customer’s predetermined budget has been reached.
Horizon Guides will provide accurate reports on campaign performance, including the number of clicks generated during each invoicing period. Horizon Guides’ click reports will provide the sole basis of any usage statements and fees accrued by the Customer in each period.
2. Content
The Customer permits Horizon Guides to distribute and publish Content on the platform. Such Content includes:
i. Customer’s business name, taglines, logo, company description;
ii. Customer’s location(s) of operation and nature of activities offered;
iii. Customer’s products (tours, activities, services), including product titles & descriptions, inclusions, and product prices;
iv. URLs relevant to the Customer’s homepage and/or individual product pages on Customer’s website;
v. Images related to Customer’s business and/or products.
The Customer grants Horizon Guides permission to publish and distribute the above Content in the fulfilment of the Horizon Guides Service.
Horizon Guides will not make routine checks on the copyright of any Content provided by the Customer. The Customer is wholly responsible for establishing the ownership, copyright and legality of use for all Content provided to Horizon Guides.
The Customer is exclusively responsible for ensuring the proper functioning of the Customer’s website and any URLs provided. The Customer may update their URLs or Content at any time. Clicks sent to non-functioning URLs will be billed as normal.
Horizon Guides may make edits to the Content supplied as deemed necessary for the provision of the Service. Horizon Guides may, as deemed necessary for the delivery of the Service, remove Content or request alterations from the Customer.
3. Term
This Agreement shall, unless otherwise terminated as provided in this Agreement, commence upon Customer confirming acceptance of these terms and creating an account on Horizon Guides, and shall continue until either the Customer requests their account be disabled and closed, or Horizon Guides suspends or terminates the Customer's account.
4. Cancellation & Termination
The Customer may determine the duration and active status of their listings either manually via their account manager or via the Horizon Guides dashboard. Listings can be enabled or disabled at any time. The Customer may request their account be disabled or closed at any time. The Customer will be immediately billed for the clicks accrued in the current invoicing period.
Horizon Guides may suspend or terminate the Customer’s listings or entire account at any time if Customer appears to be in breach of any part of this Agreement.
5. Customer Obligations
The Customer shall:
i. Only use the Horizon Guides Services in accordance with the terms of the Agreement for its own internal purposes;
ii. Carry out all Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Horizon Guides may adjust any agreed timetable or delivery schedule as reasonably necessary;
iii. Ensure that all user login and passwords are protected and used confidentially by employees or authorised agents of the Customer only.
iv. Ensure that the Customer has full legal rights to use and distribute any Content provided to Horizon Guides.
6. Fees and Payment
Charges are calculated on the number of clicks delivered by Horizon Guides to the Customer’s website, generally known as ‘cost per click advertising’.
The Customer is charged an agreed cost for each click delivered to the Customer’s website. Sales taxes and VAT may be charged where required by law.
The Customer shall be billed automatically 30 days after the commencement of their campaign and every subsequent 30 days for the clicks accrued in each period.
The Customer shall on the Commencement Date provide to Horizon Guides valid, up-to-date and complete credit card details and any other relevant valid, up-to-date and complete contact and billing details. The Customer hereby authorises Horizon Guides to bill such credit card:
i. After 30 days for the Charges payable in respect of the first period of the term; and
ii. On each subsequent 30 day period for the Charges payable in respect of each period.
If the Customer fails to make any payment due to Horizon Guides by the due date for payment then, without prejudice to Horizon Guides's other rights and remedies, Horizon Guides may:
i. Charge the Customer interest on the overdue amount at two percent 2%) above the official interest rate of the Bank of England. Such interest shall accrue on a daily basis from the due date of payment until the date of actual payment of the overdue amount, whether before or after judgement. The Customer shall pay the interest immediately on demand by Horizon Guides; and/or
ii. Without liability to the Customer, suspend access to the User passwords, the Account and access to all or part of the Horizon Guides Services and/or any other services provided under on in connection with this Agreement (or any part of them) while the amounts remain unpaid.
Horizon Guides shall have the right to vary the Charges from time to time on no less than thirty (30) days' written notice to the Customer, provided that if the Customer does not accept the changes to the Charges the Customer may terminate this Agreement upon at least fourteen (14) days' written notice to Horizon Guides to expire on or before the date set out in Horizon Guides's notice.
7. Confidentiality
Subject to the remainder of this clause, neither the Customer nor Horizon Guides shall, without the other Party's prior written consent, disclose to any third party Information (other than the business name of the other Party) which comes to that Party's attention pursuant to this Agreement. Each Party shall only use the Information of the other Party to exercise its rights and/or perform its obligations under this Agreement.
The Customer agrees that Horizon Guides may disclose the Information of the Customer to any relevant third party to the extent reasonably required by such third party in order to allow provision of the Horizon Guides Services and/or any other services provided under or in connection with this Agreement.
The provisions of this clause shall not apply to information which:
i. is in or comes into the public domain otherwise than by breach of this Agreement, except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as confidential Information;
ii. is in the other Party's possession prior to the commencement of negotiations for this Agreement as shown by written evidence that predates the date of such negotiations;
iii. is or was lawfully received from a third party not under an obligation of confidentiality in respect of the same as shown by written evidence that predates the date of this Agreement;
iv. was developed independently of and without reference to the other Party's Information; or
v. is required to be disclosed under operation of law, by court order or by any regulatory body of competent jurisdiction (but then only to the extent and for the purpose required), in which case each Party shall promptly notify the other Party of any such disclosure requirement.
Horizon Guides shall be entitled to publicise that the Customer has purchased the Services from Horizon Guides in its advertising or promotional materials (including as case studies), press releases, tenders, proposal, speeches, website, articles and other similar materials.
The restrictions contained in this clause shall continue to apply after termination or expiry of this Agreement without limit in time.
8. Warranties
Each party warrants that it has and will maintain all necessary licences, consents, and permissions necessary to enter into the Agreement and for the performance of its obligations under this Agreement.
Horizon Guides undertakes that the Horizon Guides Services will be performed with reasonable skill and care.
The undertaking at this clause shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Horizon Guides's instructions. Horizon Guides:
i. does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, and/or the information obtained by the Customer through the Horizon Guides Services will meet the Customer's requirements; and
ii. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
The Customer warrants that it has full legal rights to use and distribute any Content provided to Horizon Guides.
9. Indemnification
Each party hereby agrees to indemnify, defend, and hold the other party harmless from any and all claims, demands, costs, liabilities, losses, expenses and damages (including reasonable attorneys' fees, costs, and expert witnesses' fees) arising out of or in connection with any claim that, taking the claimant's allegations to be true, would result in a breach by the indemnifying party of any of its warranties and covenants set forth in this Agreement.
10. Liability
Except as expressly and specifically provided in this Agreement:
The Customer assumes sole responsibility for results obtained from the use of the Services, and for conclusions drawn from such use. Horizon Guides shall have no liability for any damage caused by errors or omissions in any Content provided to Horizon Guides by the Customer in connection with the Services, or any actions taken by Horizon Guides at the Customer's direction;
All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
The Services are provided to the Customer on an "as is" basis.
Nothing in this Agreement shall exclude or limit Horizon Guides's liability for:
i. Death or personal injury caused by its (or its employees', agents' or contractors') negligence; and
ii. fraud or fraudulent misrepresentation; and
iii. any other liability the exclusion or limitation of which is not permitted by English law.
Horizon Guides shall not be liable for any: loss of profits; loss of business; depletion of goodwill and/or similar losses; or loss or corruption of data or information; or pure economic loss; or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
11. General
The Customer shall not assign, purport to assign or otherwise transfer this Agreement and/or any of its obligations thereunder, in whole or in part, without Horizon Guides' prior written consent.
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall 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 shall prevent or restrict the further exercise of that or any other right or remedy.
Horizon Guides may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
If any part of this Agreement is held unlawful, invalid or unenforceable, that part shall be considered struck out and the remainder of this Agreement shall remain in full force and effect. Horizon Guides and the Customer shall work together in good faith to agree an enforceable replacement provision capturing the spirit of the original.
This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
The Parties do not intend that any term of this Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it unless specifically provided for this Agreement.
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) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle 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.