Terms and Conditions - Becoming an administrator of a site

TOTAL TENNIS

AGREEMENT FOR USE OF CLUB/CENTRE WEBSITE

PLEASE PRINT OUT A COPY OF THIS AGREEMENT AND READ IT CAREFULLY BEFORE PROVIDING THE DETAILS REQUESTED BELOW AND BEFORE ACCEPTING THE TERMS AND CONDITIONS. ONCE YOU HAVE ACCEPTED THESE TERMS YOU WILL BE BOUND BY THEM WHETHER YOU HAVE READ THEM OR NOT. WE ALSO RECOMMEND THAT YOU KEEP A HARD COPY OF THESE TERMS FOR YOUR OWN REFERENCE.

BY SELECTING THE "Yes" RADIO BUTTON ON THE APPLICATION FORM YOU AGREE ON BEHALF OF THE MEMBERS, TRUSTEES AND/OR DIRECTORS OF YOUR TENNIS CLUB/CENTRE (AS APPLICABLE) TO CONTRACT WITH THE LAWN TENNIS ASSOCIATION ON THE FOLLOWING TERMS AND CONDITIONS. THESE MAY BE UPDATED FROM TIME TO TIME BY THE LTA WITH OR WITHOUT NOTICE TO YOU. YOU AGREE TO BE BOUND BY ANY SUCH UPDATED TERMS AND YOU SHOULD THEREFORE PERIODICALLY REVIEW THIS PAGE FOR CHANGES.

BACKGROUND

1. The Lawn Tennis Association of The Palliser Road, West Kensington, London W14 9EG ("the LTA") is the governing body for the game of tennis in Great Britain.
2. The Club/Centre that you represent and whose details you provide below ("the CLUB/CENTRE") is a membership club/centre that offers tennis playing, coaching and/or other facilities services to its members.
3. The CLUB/CENTRE is directly affiliated or otherwise connected to a County Lawn Tennis Association responsible for the provision and provision of tennis within their county ("the COUNTY ASSOCIATION") and which is itself affiliated to the LTA.
4. The LTA has developed a template website ("the CLUB/CENTRE Site") which will enable county associations and tennis clubs/centres to participate in a networked community of related websites and on-line activities unified by a common platform, objectives, structure and branding and aiming to encourage the playing, administration and support of tennis.
5. The CLUB/CENTRE wishes to acquire and the LTA is willing to grant the right to run the CLUB/CENTRE Site on the terms and subject to the conditions of this Agreement.

BY SELECTING THE "Yes" RADIO BUTTON ON THE APPLICATION FORM YOU AGREE ON BEHALF OF THE CLUB/CENTRE as follows:

1. Definitions and Interpretation
   • 1.1 Words and expressions in this Agreement (including the recitals and the Schedule) have the following meanings unless the context requires otherwise:
     • "Agreement" this agreement including the Schedule and any further terms referred to herein or incorporated into this Agreement by reference, as updated from time to time by the LTA;
     • "Annual Fee" the applicable fee for use in accordance with the terms of this Agreement of the CLUB/CENTRE Site in the form and having the functionality offered at the Effective Date, which charges are set out in the Schedule, as revised from time to time by the LTA;
     • "CLUB/CENTRE Administrator" the person nominated by the CLUB/CENTRE who shall be given on-line rights (identified through their username and password) that will allow access, editing and amendment of the CLUB/CENTRE Site;
     • "CLUB/CENTRE Content" any of the material that the CLUB/CENTRE places on or in the CLUB/CENTRE Site, including, by way of example only, data, text, still and moving images, logos, sound effects, music and hypertext links;
     • "CLUB/CENTRE Domain Name" an internet domain name chosen by the CLUB/CENTRE and communicated to the LTA which is accepted by the LTA and which the CLUB/CENTRE indicate is to be the URL to which the CLUB/CENTRE Site will be connected;
     • "CLUB's/CENTRE's Personal Data" all personal data (as defined in Section 1(1) of the Data Protection Act 1998) contained within the information provided by the CLUB/CENTRE below, the CLUB/CENTRE Content and the Third Party Content;
     • "CLUB/CENTRE Site" the website licensed by the LTA to the CLUB/CENTRE under this Agreement and hosted by (or for) the LTA on the System;
     • "Community" the networked community of Users and the interaction between them via the Sites;
     • "Community Portal Site" the portal site for the Community operated by the LTA;
     • "Community Sponsor" a sponsor of the Community who has been granted such rights by the LTA;
     • "Effective Date" the date on which this Agreement is accepted;
     • "Force Majeure" any cause affecting the performance by a party of its obligations arising from circumstances beyond its reasonable control including (without limitation) governmental orders, decrees or regulations, fire, interruption or failure of utility service (including without limitation electric power or telephone service), flood, disaster, failure of equipment or an industrial dispute affecting a third party for which a substitute third party is not reasonably available;
     • "IPRs" copyright, database rights, rights in designs, trade and service marks, rights in names, logos and get-up, inventions, confidential information, patents, utility models, semi-conductor topographies, all rights of whatsoever nature in computer software and data, all rights of privacy and all intangible rights and privileges of a nature similar or allied to any of the foregoing, whether existing, future or contingent, in every case in any part of the world, for their full term (including renewals, extensions and revivals) and whether or not registered;
     • "LTA Domain Name" the internet domain name www.totaltennis.net being the URL for the Community Portal Site;
     • "Privacy Policy" the LTA's privacy policy which is posted up from time to time on the Community Portal Site and which can be found here [provide hyperlink] which may be updated from time to time by the LTA with or without notice to the CLUB/CENTRE;
     • "Registered Users" those Users who are given passwords permitting access to the password-protected areas of the CLUB/CENTRE Site for the purposes of adding and deleting content from the applicable pages but not editing or amending the CLUB/CENTRE Site;
     • "Registered User Terms" the terms and conditions of use for Registered Users set out here [provide hyperlink];
     • "Sites" the websites that have been developed for the LTA for the Community and that are used by the LTA, County Lawn Tennis Associations and other clubs/centres;
     • "Site Statistics" statistics relating to usage of the CLUB/CENTRE Site collected by the LTA;
     • "Sites" the websites that have been developed for the LTA for the Community and that are used by the LTA, other County Lawn Tennis Associations and Clubs/Centres;
     • "Software" the software supporting the CLUB/CENTRE Site;
     • "Subsidiary" a subsidiary as defined in Sections 736 and 736A Companies Act 1985;
     • "System" means the equipment and telecommunications equipment (as enhanced from time to time) belonging to or used by or on behalf of the LTA and which provides a link to the world wide web via the Internet;
     • "Template" the template of the CLUB/CENTRE Site developed by the LTA, which consists of certain designs, graphics and branding elements that are to remain standard throughout the Community, and which may not be amended without the LTA's prior written consent;
     • "Third Party Content" any third party material that the CLUB/CENTRE or Registered Users place on or in the CLUB/CENTRE Site, including, by way of example only, data, text, still and moving images, logos, sound effects, music and hypertext links;
     • "Trade Mark" the name TOTAL TENNIS tm and any applications to register and registrations of the same as a trade mark;
     • "Users" users of CLUB/CENTRE Site;
     • "User Terms" the terms and conditions of use for Users set out here [provide hyperlink].
   • 1.2 Unless the context requires otherwise words in the singular include the plural and vice versa and words for any gender shall include all genders. Reference to persons includes a body corporate.
   • 1.3 Reference to any statute or statutory provision includes a reference to statutory instruments and orders made further to it and includes consolidations or amendments or modifications or re-enactments.
   • 1.4 The headings are inserted for convenience only and shall not affect the construction of this Agreement.
   • 1.5 Unless otherwise stated a reference to a clause or the schedule or a party is a reference to a Clause in or the Schedule or a party to this Agreement.
   • 1.6 Reference to writing includes any method of reproducing words in a legible and non-transitory form [including by email to, in the case of the CLUB/CENTRE, the CLUB/CENTRE Administrator at the email address provided below, or any address specifically designated for that purpose by the party to whom the written notice/message is to be sent.]
2. Term
   • 2.1 This Agreement shall become effective upon the Effective Date and shall continue in full force and effect thereafter unless terminated:
     • (a) upon service by either party upon the other of not less than 1 months' written notice; or
     • (b) pursuant to the provisions of Clause 15.
3. Grant of rights
   • 3.1 In consideration of the CLUB's/CENTRE's payment of the Annual Fee the LTA hereby grants to the CLUB/CENTRE a non-exclusive non-transferable licence under such IPRs as belong to the LTA in the CLUB/CENTRE Website and the Site Statistics:
     • (a) to permit the CLUB/CENTRE Administrator to edit and amend the CLUB/CENTRE Website subject to the provisions of Clauses 3.2 and 5.4;
     • (b) to permit the CLUB/CENTRE Administrator to incorporate and update the CLUB/CENTRE Content and the Third Party Content;
     • (c) to permit Registered Users to add and delete content subject to the Registered User Terms; and
     • (d) to gain access to and download the Site Statistics and to distribute them internally within the CLUB/CENTRE for the purposes of operating the CLUB/CENTRE Website to encourage the playing, administration and support of tennis and otherwise upon the terms and subject to the conditions of this Agreement.
   • 3.2 The CLUB/CENTRE may not edit, alter, transpose, adapt, delete, decompile and reverse engineer all or any part of the Software.
   • 3.3 The rights granted under Clause 3.1 above are subject to the further proviso that the bandwidth and/or disk usage required to host the CLUB/CENTRE Site does not exceed those limits imposed upon the CLUB/CENTRE from time to time by the LTA.
4. The Annual Fee
   • 4.1 The CLUB/CENTRE Site shall be provided to the CLUB/CENTRE free of charge from the Effective Date until 30 September 2004. Thereafter the CLUB/CENTRE shall pay the applicable Annual Fee (at the rate determined in accordance with the Schedule).
   • 4.2 All Annual Fees shall be payable within 14 days after the receipt by the CLUB/CENTRE of the LTA's invoice therefor.
   • 4.3 The Annual Fees are exclusive of Value Added Tax which shall be paid by the CLUB/CENTRE at the rate and in the manner for the time being prescribed by law.
   • 4.4 The LTA may revise the Annual Fee by service on the CLUB/CENTRE of written notice not less than 30 days before such revision is due to take effect.
   • 4.5 The LTA reserves the right to make additional charges (not included in the Annual Fee) in respect of new or enhanced modules or functions offered in respect of the CLUB/CENTRE Site after the Effective Date (subject if applicable in accordance with Clause 14.3).
5. Use of the CLUB/CENTRE Site
   • 5.1 The CLUB/CENTRE undertakes to promote the CLUB/CENTRE Site to its members and clubs and to encourage use of the CLUB/CENTRE Site by members and clubs so as to increase the numbers of Users and Registered Users. The CLUB/CENTRE agrees to develop the CLUB/CENTRE Site and enrich the CLUB/CENTRE Content as much as possible, subject to the conditions of this Agreement, so that the CLUB/CENTRE Site contains content and links that are valuable and useful to the Community and to Users.
   • 5.2 The CLUB/CENTRE agree that the CLUB/CENTRE will not use, and will not permit others to use, the CLUB/CENTRE Site:
     • (a) for the posting, uploading, emailing or other transmission of any material, the publication, dissemination, use or possession of which infringes the rights of any person or which is unlawful in any other respect;
     • (b) in any way which is illegal, obscene, threatening, defamatory, discriminatory, promoting illegal or unlawful activity, or is otherwise actionable or in violation of this Agreement or of any rules, regulations or laws to which the CLUB/CENTRE Site is subject;
     • (c) except as permitted under this Agreement, for the posting, uploading, emailing or other transmission of any unsolicited or unauthorised advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of advertising, solicitation or commercial exploitation;
     • (d) for the posting, uploading, emailing or other transmission of any material that contains software viruses or any other computer code, files or programs designed to interrupt, restrict, destroy, limit the functionality of or compromise the integrity of any computer software or hardware or telecommunications equipment;
     • (e) in such a way so as to remove the copyright or trade mark notice(s) of the LTA and/or PSNM;
     • (f) for the advertisement of any goods or services (or for any encouragement of the use of goods or services), the use of which on the CLUB/CENTRE Site, would amount to a breach of this Agreement; or
     • (g) in any way that might bring the LTA or the Community into disrepute.
   • 5.3 The CLUB/CENTRE is responsible for obtaining, or for requiring Registered Users to obtain, any licences or permissions that may be required to use any Third Party Content and the CLUB/CENTRE agree to pay any costs or expenses incurred by the LTA which arise as a result of the CLUB's/CENTRE's or Registered Users' failure to obtain such licences and permissions.
   • 5.4 The rights of the CLUB/CENTRE Administrator to edit and amend the CLUB/CENTRE Site shall not extend to amending the Template, but the CLUB/CENTRE Administrator shall be free to change the colour scheme of the Template. No other amendments to the Template (including copyright statements) may be made without the prior written consent of the LTA.
   • 5.5 The CLUB/CENTRE shall not be entitled to place the CLUB/CENTRE Site in a frame.
   • 5.6 The CLUB/CENTRE undertakes not to attempt to interfere with the services provide by the LTA, or to try to gain unauthorised access to other Sites, computers or networks connected to or via the CLUB/CENTRE Site.
   • 5.7 The CLUB/CENTRE, the CLUB/CENTRE Administrator, Registered Users and their duly authorised agents are wholly and completely responsible for the quality or accuracy of the information displayed on the CLUB/CENTRE Site. The CLUB/CENTRE shall act promptly to rectify any error that has been notified to the CLUB/CENTRE or CLUB/CENTRE Administrator either by the LTA or Registered Users.
   • 5.8 The CLUB/CENTRE shall not remove, and shall not permit the removal of, any links on the CLUB/CENTRE Site to the Community Portal Site.
   • 5.9 The CLUB/CENTRE shall respect and abide by any general use policies or protocols relating to use of the Sites that are notified or circulated by the LTA from time to time.
6. Rights of the LTA
   • 6.1 The CLUB/CENTRE hereby grants to the LTA the right:
     • (a) to put the CLUB's/CENTRE's name and logo onto the Template web pages for the purposes of creating the CLUB/CENTRE Site;
     • (b) to incorporate the agreed CLUB/CENTRE Content and Third Party Content into the Template web pages for the purposes of creating the CLUB/CENTRE Site.
   • 6.2 Subject in the case of the CLUB/CENTRE Personal Data to the provisions of Clause 11.2, The CLUB/CENTRE hereby grants to the LTA a royalty-free perpetual irrevocable assignable non-exclusive right to copy, republish, distribute and syndicate any materials, data or other information including the CLUB/CENTRE Content that the CLUB/CENTRE places on the CLUB/CENTRE Site, whether for the purposes of hosting the CLUB/CENTRE Site or otherwise.
   • 6.3 The CLUB/CENTRE undertakes that all of the moral rights that may arise under Chapter IV of the of the Copyright, Design and Patents Act 1988 in respect of any material the CLUB/CENTRE submit, post, upload, email or otherwise transmit to the LTA or on the CLUB/CENTRE Site, including the CLUB/CENTRE Content, have been waived.
   • 6.4 The LTA retains the right to refuse to host or transmit or to amend or remove any content or comments (partially or completely) which, in the opinion of the LTA or its legal advisers, are or are likely to be construed as being illegal, obscene, threatening, defamatory, discriminatory, promoting illegal or unlawful activity, or are otherwise actionable or in violation of this Agreement or of any rules, regulations or laws to which the CLUB/CENTRE Site is subject. The LTA shall if requested notify the CLUB/CENTRE in writing and state in reasonable detail, the reason for such refusal.
   • 6.5 The LTA retains the right to revoke, refuse or limit membership or access to all or part of any CLUB/CENTRE Site or the Community Portal Site at its absolute discretion at any time for any reason.
7. The LTA's responsibilities
   • 7.1 The LTA shall store the CLUB/CENTRE Site, or procure that the CLUB/CENTRE Site is stored, on the System and shall make available the CLUB/CENTRE Site for access by Users from and including the Effective Date.
   • 7.2 The CLUB/CENTRE accepts that the LTA cannot guarantee uninterrupted access to the CLUB Site or control the timing or volume of attempts to access the CLUB/CENTRE Site or any server on which the CLUB/CENTRE Site is loaded. As a result, the LTA cannot guarantee that the CLUB/CENTRE or Users will be able to access the CLUB/CENTRE Site at any particular time. The LTA's access services are provided on an 'as-is, as-available' basis.
   • 7.3 The LTA agrees to either provide or arrange for the provision of such maintenance and other actions as are reasonably required to maintain the System in full working order.
   • 7.4 The LTA undertakes that whenever possible, any significant maintenance of the hardware and software infrastructure on which the CLUB/CENTRE Site is located shall not be undertaken without giving the CLUB/CENTRE two (2) days' notice. However, the LTA reserves the right to carry out any emergency maintenance work at any time, giving to the CLUB/CENTRE as much warning as reasonably possible.
   • 7.5 The LTA shall, on request by the CLUB/CENTRE Administrator, suspend availability of the CLUB/CENTRE Site over the Internet. The LTA shall likewise, on request by the CLUB/CENTRE Administrator, immediately resume the provision of access to the CLUB/CENTRE Site following such suspensions.
   • 7.6 Subject to Clauses 4.3 and 6.4, the LTA shall, as soon as reasonably possible, amend, modify or replace any of the web pages with such new material or replacement pages as may from time to time be supplied by the CLUB/CENTRE Administrator to the LTA, and which the CLUB/CENTRE Administrator is entitled to create and supply under the terms of this Agreement.
8. Ownership of the CLUB/CENTRE Domain Name
   • 8.1 If the CLUB/CENTRE Domain Name incorporates the Trade Mark or any other name or mark belonging to the LTA, then the CLUB/CENTRE Domain Name shall belong to the LTA and shall be transferred to the LTA upon request.
   • 8.2 If the CLUB/CENTRE Domain Name is an existing domain name of the CLUB/CENTRE, not being a domain name to which clause 8.1 applies, then the LTA acknowledges and agrees that the CLUB/CENTRE Domain Name shall vest and remain vested in the CLUB/CENTRE and its licensors and nothing in this Agreement shall operate as an assignment to the LTA of the CLUB/CENTRE Domain Name.
9. IPRs
   • 9.1 The LTA acknowledges and agrees that the copyright, trade marks, trade names, logos and all other IPRs subsisting in the CLUB/CENTRE Content and the Third Party Content shall vest and remain vested in the CLUB/CENTRE and its licensors and nothing in this Agreement shall operate as an assignment to the LTA of such IPRs. The use and commercial exploitation of the CLUB/CENTRE Content is governed by other provisions of this Agreement, notably Clauses 11.
   • 9.2 The CLUB/CENTRE acknowledges and agrees that, subject to Clause 9.1, the copyright, trade marks, trade names and all other IPRs subsisting in the CLUB/CENTRE Site, the Template and the Software, including the Trade Mark, shall vest and remain vested in the LTA and its licensors (including PSNM) and nothing in this Agreement shall operate as an assignment to the CLUB/CENTRE of such IPRs.
10. Warranties and indemnities
    • 10.1 The CLUB/CENTRE hereby warrants to the LTA that:
      • (a) it owns the IPRs in or has obtained all necessary consents, approvals and licences for the use of the CLUB/CENTRE Content and the Third Party Content and the use of such CLUB/CENTRE Content and Third Party Content will not violate any IPRs belonging to any third party;
      • (b) neither the CLUB/CENTRE Content nor the Third Party Content shall contain any matter which is illegal, obscene, threatening, defamatory, discriminatory, promoting illegal or unlawful activity, or is otherwise actionable or in violation of this Agreement or of any rules, regulations or laws to which the CLUB/CENTRE Site is subject.
    • 10.2 In the event of allegations of infringement of a third party's IPRs or of a breach of Clause 10.1, or if the LTA reasonably suspects such an infringement has occurred, the LTA may, without giving notice to the CLUB/CENTRE and without liability, suspend availability over the Internet of the CLUB/CENTRE Site or of any offending web pages or remove the CLUB/CENTRE Site or any such web pages from the System, pending clarification of such allegations or suspicion.
    • 10.3 The parties shall notify each other as soon as reasonably possible after becoming aware of any third party allegation of infringement or of a breach of the provisions of Clause 10.1.
    • 10.4 The CLUB/CENTRE shall indemnify the LTA against any claims, proceedings, losses, liabilities, damages (including reasonable costs), charges and expenses of whatever nature arising out of or in connection with any claim that the CLUB/CENTRE Content or Third Party Content infringes the IPRs of any third party, provided that the LTA:
      • (a) makes no admissions without the CLUB's/CENTRE's prior written consent not takes any step which would prejudice the CLUB's/CENTRE's defence of the claim;
      • (b) allows the CLUB/CENTRE to defend any such claim and to conduct and/or settle all negotiations and litigation resulting from such claim;
      • (c) gives all reasonable assistance at the CLUB's/CENTRE's expense to settle or oppose any such claim.
    • 10.5 The LTA hereby warrants to the CLUB/CENTRE that it owns the IPRs in or has obtained all necessary consents, approvals and licences for the use of the Template and the Software and the use of the Template and the Software will not violate any IPRs belonging to any third party.
    • 10.6 The LTA shall indemnify the CLUB/CENTRE against any claims, proceedings, losses, liabilities, damages (including reasonable costs), charges and expenses of whatever nature arising out of or in connection with any claim that the Template or the Software infringes the IPRs of any third party, provided that the CLUB/CENTRE:
      • (a) makes no admissions without the LTA's prior written consent not takes any step which would prejudice the LTA's defence of the claim;
      • (b) allows the LTA to defend any such claim and to conduct and/or settle all negotiations and litigation resulting from such claim;
      • (c) gives all reasonable assistance at the LTA's expense to settle or oppose any such claim.
    • 10.7 The CLUB/CENTRE Site is provided on an 'as is' basis. LTA gives no warranties whether express or implied with respect to the services or any products provided under this Agreement including, but not restricted to, the implied warranties of suitability and fitness for a particular purpose. The CLUB/CENTRE acknowledges that HTML is an industry standard that contains some ambiguous provisions and that does not completely address all issues associated with the coding of homepage accessible via the World Wide Web. The CLUB/CENTRE also acknowledges that HTML is a standard that will be amended from time to time and that not all "browsers" used by third parties to access the World Wide Web implement HTML in the same way. Variations in HTML coding associated with ambiguities or revisions to the HTML standard or variations among World Wide Web browsers shall not be the basis for a claim of breach of the Company's warranties under this Agreement.
11. Data Protection
    • 11.1 The CLUB/CENTRE hereby notifies the LTA that the CLUB's/CENTRE's Personal Data contains personal data as defined in Section 1(1) of the Data Protection Act 1998 and warrants to the LTA that the CLUB has notified under the said Act in respect of the CLUB's/CENTRE's Personal Data.
    • 11.2 The CLUB/CENTRE acknowledges and agrees that the LTA and third parties may use the CLUB's/CENTRE's Personal Data in accordance with the Privacy Policy to the extent that the data subjects have not objected to such use.
    • 11.3 The CLUB/CENTRE warrants and undertakes to the LTA that:
      • (a) the CLUB's/CENTRE's Personal Data has been obtained and processed (in so far as the CLUB's Personal Data has been processed) fairly and lawfully, taking into account the uses to which the CLUB's/CENTRE's Personal Data may be put pursuant to this Agreement;
      • (b) the services to be provided by the LTA under this Agreement and the rights of the LTA in relation to the CLUB/CENTRE Content will be entirely consistent with and appropriate to the specified and lawful purposes for which the CLUB/CENTRE has notified under the said Act in respect of the CLUB's/CENTRE's Personal Data ("the Notified Purposes");
      • (c) the CLUB/CENTRE has not hitherto and will not during the continuance of this Agreement use or disclose the CLUB's/CENTRE's Personal Data or any part thereof in a manner incompatible with the Notified Purposes;
      • (d) the CLUB/CENTRE will comply with all other requirements of the Data Protection Act 1998 in relation to the CLUB's/CENTRE's Personal Data.
    • 11.4 The CLUB/CENTRE shall indemnify the LTA against any loss or damage which the LTA may sustain or incur as a result of any breach by the CLUB/CENTRE of the provisions of this Clause 11.
    • 11.5 The CLUB/CENTRE acknowledges and agrees that the LTA may store or transfer the CLUB's/CENTRE's Personal Data, or allow the CLUB's/CENTRE's Personal Data to be stored or transferred, in or to countries outside the European Union in which data protection laws may not be as comprehensive as in the European Union.
12. Commercial provisions
    • 12.1 The CLUB/CENTRE shall, subject to the provisions of Clause 12.2, have the right to offer for sale to up to six sponsors and/or advertisers space on the revolving button provided for this purpose on the pages of the CLUB/CENTRE Site and to retain the sums received from such advertisers.
    • 12.2 The CLUB/CENTRE shall submit all proposed material and/or advertisements pursuant to Clause 12.1 to the LTA for prior approval, such approval not to be unreasonably withheld or delayed. Approval shall not be granted to:
      • (a) any tobacco or alcohol advertising;
      • (b) any advertising or other material which the LTA or its advisers considers may be unlawful or illegal;
      • (c) any advertising or other material that may bring the LTA or the Community into disrepute or may otherwise contravene any rules, regulations or policies adopted by the LTA from time to time. 12.3 Subject to Clause 12.1, the CLUB/CENTRE shall have no right to offer for sale or sell advertising on the CLUB/CENTRE Site.
    • 12.4 The LTA is entitled to place the logo of the Community Sponsor in space provided for this purpose on the home page of the CLUB/CENTRE Site.
    • 12.5 Subject to Clause 12.1, all use and exploitation of the Community, the Sites, the CLUB/CENTRE Content and any IPRs subsisting therein for commercial purposes or for commercial gain, including (without limitation) exploitation of advertising rights, goodwill, database rights and the like, is hereby reserved to the LTA absolutely. The CLUB/CENTRE may not itself engage in, or authorise or permit any person to engage in any such use or exploitation without the prior written consent of the LTA. Where appropriate the LTA shall offer to the CLUB/CENTRE a percentage of royalty payments received by the LTA pursuant to any such use or exploitation. Such percentage shall be a reasonable percentage taking into account the extent of use or exploitation of the CLUB/CENTRE Site and/or CLUB/CENTRE Content.
13. Limitations on liability
    • 13.1 Subject to the provisions of Clauses 6.4 and 7.6, the LTA does not intend to edit or monitor the CLUB/CENTRE Content or the Third Party Content and, subject to what is said below, shall not be taken to have any knowledge of any of the activities conducted on the CLUB/CENTRE Site or of any of the information contained within the CLUB/CENTRE Site. If the CLUB/CENTRE becomes aware that any material on the CLUB/CENTRE Site, or any activities carried out on it, are offensive, unlawful or infringe any third party rights in any way, then the CLUB/CENTRE shall notify the LTA. The LTA shall take such steps as are reasonable to remove such material or disable access to information, but shall have no liability unless it is made aware of the said material or activities.
    • 13.2 Neither the LTA or the CLUB/CENTRE shall in any circumstances be liable to the other for loss of profits, business or contracts or any other indirect or consequential loss caused in any way by some act or omission committed in connection with this Agreement (whether arising from negligence, breach of contract or howsoever), even if such loss was reasonably foreseeable or one party had advised the other of the possibility of such loss.
    • 13.3 Neither party shall be liable for any loss, damage or claim suffered by the other or otherwise arising out of the presence and/or use of any links appearing on the CLUB/CENTRE Site except to the extent that any such loss, damage or claim arises as a result of the negligence of that party, its employees or agents.
    • 13.4 The LTA's liability to the CLUB/CENTRE for actual damages for any cause whatsoever, regardless of the form of the action, will be strictly limited to 125% of any charges paid to the LTA by the CLUB/CENTRE in respect of the prior 12 months.
14. Support
    • The LTA reserves the right to provide the support service itself at any time. The LTA shall use reasonable endeavours to ensure that the said support desk service is operational between 9am and 6pm weekdays, subject to a review of the appropriate hours following launch of the Sites.
    • 14.2 The LTA shall use its reasonable endeavours to make amendments and modifications to the Software and Sites for the purposes of removing defects and bugs on an on-going basis subject to agreement as to cost.
    • 14.4 The terms of any on-going training, support and maintenance not provided pursuant to Clauses 17.1 and 17.2 shall be agreed between the Parties.
15. Termination
    • 15.1 Notwithstanding any other provision of this Agreement, this Agreement may be terminated by either the LTA or the CLUB/CENTRE forthwith by giving written notice to the other party at any time:
      • (a) if the other party commits a material breach of any term of this Agreement and, in the case of a breach capable of remedy, which is not remedied within 30 days of a written request from the other party; or
      • (b) upon or after the filing by the other party of a petition in bankruptcy or insolvency; or any adjudication that such other party is bankrupt or insolvent; or the filing by such other party of any legal action or document seeking reorganisation, readjustment or arrangement of its business under any law relating to bankruptcy or insolvency; or the appointment of a receiver for all or substantially all of the property of such other party; or the making by such other party of any assignment for the benefit of creditors; or the institution of any proceedings for the liquidation or winding up of such other party's business or for the termination of its corporate charter; or
      • (c) if the other party is prevented from or delayed in performing its obligations under this Agreement due to circumstances of Force Majeure that apply for a continuous period of not less than thirty (30) days.
    • 15.2 Without prejudice to any other rights or remedies that the LTA might have the LTA shall be entitled to terminate this Agreement by service of fifteen (15) days' notice where the Annual Fee has not been paid with in fourteen (14) days after the receipt by the CLUB/CENTRE of the LTA's invoice therefor.
    • 15.3 Any termination of this Agreement shall be without prejudice to any other rights or remedies a party may be entitled to hereunder, shall not affect any accrued rights or liabilities of any party, nor the coming into, or continuance in, force of any provision hereof which is expressly or by implication intended to come into, or continue in, force on or after such termination.
    • 15.4 If the Agreement is terminated under the provisions of this Clause 15:
      • (a) all rights granted to the CLUB/CENTRE under this Agreement shall come to an end;
      • (b) each party shall return all items belonging to the other party and/or supplied to it in connection with the Agreement by the other party;
      • (c) the LTA shall retain all items belonging to the LTA and/or supplied to it in connection with the Agreement by the CLUB/CENTRE, together with all such rights to continue using such items and/or content as are enjoyed by the LTA at the date of termination or are otherwise conferred by this Agreement
16. Confidentiality
    • 16.1 The terms of this Agreement and all information, documents or other data acquired by either party in relation to the business of the other is strictly confidential. Each party hereby agrees that it shall not disclose the same and shall not use or exploit the same other than solely in accordance with the provisions of this Agreement.
    • 16.2 Each party may without the other's prior written consent disclose the information which that party agrees not to disclose pursuant to Clause 16.1 to that party's employees, agents or sub-contractors who may need to know the same, PROVIDED THAT that party ensures that:
      • (a) any such employee, agent and sub-contractor is made aware of the duty of confidence owed by that party to the other and that he owes the same duty to the other party; and
      • (b) prior to any such disclosure that party provides to the other written evidence to that effect in a form satisfactory to the other.
    • 16.3 Clauses 16.1 and 16.2 shall not apply to information which is:
      • (a) published or otherwise made available to the public other than by a breach of this Agreement by a party; or
      • (b) rightfully received by one party from a third party not obligated under this Agreement, and without confidential limitation; or
      • (c) evidenced to be known to the party receiving the information prior to its first receipt of the same from the other party; or
      • (d) evidenced to be independently developed by the party receiving the information; or
      • (e) required to be disclosed by a court or other government or regulatory authority.
    • 16.4 This Clause 16 shall survive termination of this Agreement for any reason.
17. Announcements
    • The CLUB/CENTRE agrees that no announcement of any kind shall be made in respect of the provisions or subject matter of this Agreement or containing any information about the LTA except as specifically agreed in advance by the LTA in writing unless an announcement is required by law or any statutory or regulatory authority in which case such announcement shall be made only after consultation with the LTA.
18. Assignment and sub-contracting
    • 18.1 This Agreement is personal to the CLUB/CENTRE who may not assign or sub-contract, whether by operation of law or otherwise, all or any part of its rights and benefits under this Agreement without the prior written consent of the LTA.
    • 18.2 The LTA shall be free to assign or transfer this Agreement in whole or in part to another body performing substantially the same functions as the LTA and/or to a Subsidiary of the LTA.
19. Notices
    • 19.1 Any communication or notice required to be given pursuant to this Agreement shall be in writing and shall be delivered by hand or sent by facsimile or by email or sent by first-class registered or recorded delivery post within the United Kingdom or by express courier outside the United Kingdom and addressed as follows:
      • (a) for the LTA: The Lawn Tennis Association The Queen's Club West Kensington London W14 9EG Facsimile: 020 7386 0234 e-mail: Andrew.Thomas@Lta.org.uk For the attention of: Mr Andrew Thomas
      • (b) for the CLUB/CENTRE: to the CLUB/CENTRE Administrator's addresses provided below or to any other address as any party may notify for the purposes of this Clause.
    • 19.2 Any such notice or document shall be deemed to have been served if delivered at the time of delivery or if posted at the expiration of 48 hours after the envelope containing the same shall have been put into the post or if sent by fax or email at the expiration of 12 hours after the same shall have been automatically acknowledged to the sender thereof and in proving such service it shall be sufficient to prove that delivery was made or that the envelope containing such notice or document was properly addressed and posted as a prepaid first class letter or that the fax or email was properly addressed and acknowledged as the case may be provided that a copy of such fax or email is delivered or sent by post in manner aforesaid within 24 hours of such fax or email being automatically acknowledged.
20. Force Majeure
    • 20.1 Neither party shall in any circumstances be liable to the other for any loss of any kind whatsoever whether directly or indirectly caused to or incurred by the other party by reason of any failure or delay in the performance of its obligations hereunder which is due to Force Majeure. Notwithstanding the foregoing, each party shall use all reasonable endeavours to continue to perform, or resume performance of, such obligations hereunder for the duration of such Force Majeure.
    • 20.2 If either of the parties shall become aware of circumstances of Force Majeure which give rise to or which are likely to give rise to any such failure or delay on its part it shall forthwith notify the other by the most expeditious method then available and shall inform the other of the period which it is estimated that such failure or delay shall continue.
21. Disputes
    • 21.1 Any dispute which may arise between the parties concerning this Agreement which cannot be resolved within seven (7) days shall be referred to the chief executives (or the officers of equivalent standing) of each of the parties.
    • 21.2 If the dispute cannot be resolved pursuant to Clause 21.1 within seven (7) days of having been referred to the persons referred to in Clause 21.1 then it shall be determined as follows:
      • (a) if the dispute is of a strictly technical nature concerning the functions and facilities of the Software or any similar matter, then the dispute shall be referred for final settlement to an expert nominated jointly by the parties, or failing such nomination within 14 days after either party's request to the other, by the President for the time being of the British Computer Society. The decision of such expert shall be final and binding and his fees shall be borne by the parties in equal shares unless otherwise determined by him;
      • (b) any dispute (other than a technical dispute within the meaning of sub-clause (a) above) arising out of or in connection with this Agreement shall be referred first to mediation in accordance with the normal procedure of the Sports Dispute Resolution Panel (company number 3351039) ("SDRP"), such mediation to be completed within thirty days of signature of the mediation agreement with SDRP;
      • (c) subject to sub-clause (b) above and except as otherwise provided in this Agreement, any dispute arising out of or in connection with this Agreement, including a dispute as to validity or existence of this Agreement, shall be referred to SDRP for final and binding arbitration in accordance with SDRP's Rules for Arbitration (as amended from time to time).
22. Entire Agreement
    • This Agreement and the Schedule and any further terms referred to herein or incorporated into this Agreement by reference constitute the entire and only agreement between the parties with respect to the matters referred to in them and supersedes all other agreements or arrangements of any kind whether written or oral or express or implied between the parties in relation to that subject matter and each of the parties acknowledges that in agreeing to enter into this Agreement it has not relied on any representations or warranties except for those contained herein.
23. Waiver
    • No failure to exercise and no delay in exercising on the part of any of the parties, any right or remedy in respect of any provision of this Agreement shall operate as a waiver of that right or remedy and any single or partial exercise of any right or remedy shall not preclude any other or further exercise of that right or remedy. Any right of rescission conferred on any party by this Agreement shall be in addition to and without prejudice to all other rights and remedies available to it and no exercise or failure to exercise that right of rescission shall constitute a waiver by that party of that other right or remedy.
24. Amendments
    • This Agreement may only be amended or modified or replaced or cancelled by written instrument executed by the duly authorised representatives of the parties.
25. Severability
    • If any provision in or any part of this Agreement shall be found to be illegal or unenforceable under any enactment or rule of law, then that provision or part shall to that extent be deemed not to form part of this Agreement and the remaining provisions shall continue in full force and effect.
26. Proper Law
    • The laws of England and Wales shall govern the construction and validity and performance of this Agreement. Subject to the provisions of Clause 21, each party submits to the jurisdiction of the English courts.
27. Contracts (Rights of Third Parties) Act 1999
    • A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

THE SCHEDULE

The Annual Fee

1. There is no Annual Fee applicable until 1 October 2004, at the earliest. The LTA will announce details of the Annual Fee applicable after this date, should it decide to levey a Fee.
2. The LTA reserves the right to charge a separate Annual Fee without reference to the above table at a rate to be determined in the LTA's sole discretion where the CLUB/CENTRE is owned or controlled by a company; or is operated as part of a trade or business; or is owned or controlled by a company, person or other establishment that owns or controls more than one club/centre; or is a club/centre that is located in more than one location; or where in all the circumstances the LTA determines that a separate Annual Fee would be fair and equitable.
3. These Annual Fees are subject to revision in accordance with the provisions of Clause 4.4. They do not include the additional charges referred to in Clause 4.5.