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In the LJ Forecaster Terms and Conditions the following words and expressions will have the meaning set out next to them:
“Access” means the process of accessing data input and/ or output functions of LJ Forecaster through whatever means provided to you by us, subject to our authorisation and/ or control;
“Bookings” means the number of bookings with the Hotel on a room booking, rather than berth or occupant booking, basis;
“Confirmed” means future Bookings which are not capable of being cancelled and for which payment: (i) has been received; or (ii) is indefeasibly due to the Hotel;
“Contract” means together: (i) the Cover Sheet signed by or on behalf of you; and (ii) these Terms;
“Cover Sheet” means the completed document headed “LJ Forecaster Hotel Agreement” which incorporates these Terms;
“Data” means, in relation to hotel accommodation any information stipulated by us and/ or requested from you by us as reasonably required for the purposes of use by us in LJ Forecaster as contemplated in these Terms
“Database” means the database created by us that contains all Data provided to us by hotels;
“Hotel” means the hotel owned or operated or managed by you as included in the Cover Sheet;
“LJ Forecaster” means the software based system owned, controlled and operated by us to collect, extrapolate, report and store data including (without limitation) Data;
“Net Revenue” means all payment for overnight accommodation only, less any VAT (or like taxes) and excluding any other charges made for ancillary goods/ services including (without limitation) mini-bar, in-room catering, hotel restaurant and/ or bar charges, dry cleaning, newspapers, hotel leisure and/ or spa facilities, pay-to-view TV services and/ or internet;
“Tentative” means future Bookings which are not yet Confirmed;
“Terms” means these terms and conditions;
“we” or “us” or
“our” means LJ Research Limited, a company incorporated in Scotland (company no. SC182062) with its registered address at 26 Alva Street, Edinburgh, EH2 4PY; and
“you” or “your” means the hotelier identified and designated in the Cover Sheet.
- You hereby undertake to us that:
- you will provide to us by means of the Access, from the date hereof and until termination of the Contract in pursuance of paragraph 8 below, on or before the fifth day of each calendar month, the Data for the Hotel and such Data will be in the form and format stipulated by us to you prior to receipt of such Data and in the event that you persistently and/ or regularly fail to provide such Data by such Date during the term of the Contract you agree that we shall be entitled to include the name of the Hotel in a list, on LJ Forecaster, of late submitters of Data;
- the Data provided to us by you in pursuance of paragraph 1.1 above will be accurate and complete;
- in the event that there is a change of ultimate ownership and/ or control and/ or management of the Hotel, you will give us written notice to that effect as soon as reasonably practicable to do so;
- on or before the date of the Contract you have provided us with all details of the Hotel which we reasonably require including (without limitation) the identification of the general manager of the Hotel, the number of rooms available for Bookings, the group of companies of which the Hotel and your business form part and you shall, as soon as reasonably practicable, provide us with details of any changes to the foregoing or any part thereof.
You hereby irrevocably and perpetually authorise and license us to use all Data provided to us by you in pursuance of paragraph 1.1 above for the following purposes and/ or in the following ways:
- to be incorporated into the Database by us and used by LJ Forecaster thereafter;
- to be used by us for the purpose of producing reports, including (without limitation) using such Data in calculations, on its own or with other data;
- to use such Data and the reports produced in pursuance of paragraph 2.2 above for any purpose, including (without limitation) publication, dissemination, supply and/ or our own internal purposes provided that we shall not, except as required by law or for regulatory purposes or for UK National Statistics, at any time identify you or the Hotel to any third parties in respect of, or in connection with, such Data nor connect you to such Data to any third parties;
- and the rights granted to us by you hereunder shall survive termination and/ or expiry of this Agreement.
You hereby undertake to us that, in respect of any report in any format and on any medium that we provide to you in pursuance of paragraph 4.2 below, that:
- you may not publish, disseminate or disclose such report, or any part thereof, to any third parties other than to those employed at the same company as the Hotel or your business and/ or to those employed at the same group of companies as the Hotel or your business;
- you will not at any time distort or misrepresent such report or any part thereof or any information contained therein;
- you will not attempt to identify (explicitly or by implication) any other hotel in respect of or connection with the information contained in such report; and
- you will not make any announcements to the public relating to LJ Forecaster and/ or any report we provide to you in pursuance of paragraph 4.2 below and/ or any contents thereof, without our prior written consent.
We hereby undertake to you that:
- except as required by law or for regulatory purposes or for UK National Statistics, we shall not at any time identify you or the Hotel to any third parties in respect of, or in connection with, any Data provided to us by you in pursuance of paragraph 1.1 above, nor connect you to such Data to any third parties;
- subject to you complying with paragraph 1.1 above, we shall each month produce and provide to you by the fourteenth day of each month a report comparing the Data provided by you to us with the average of the Data of five other hotels selected by you provided that no more than two of the said five hotels are owned by the same company as the Hotel or your business and/ or form part of the same group of companies as the Hotel or your business; and
- we shall, at all times, endeavour to ensure that all Data on the Database and in any report provided by us to you in pursuance of paragraph 4.2 above, is accurate provided that we do not warrant or represent the accuracy of the foregoing or that it will be error free and in the event that we become aware of any error contained therein we shall notify you of such as soon as reasonably practicable.
- We hereby acknowledge to and agree with you that no further right or licence in and to your intellectual property rights, including (without limitation) your trade marks (whether registered or not), copyright or data is granted to us other than as expressly provided hereunder and notwithstanding the supply by you to us of any of the foregoing in pursuance of paragraph 1.1 above or otherwise, all such rights remain proprietary to you or your third party licensors.
- You hereby acknowledge to and agree with us that all rights arising from the creation, maintenance, storage and/ or use of the Database (including, without limitation, copyright and/ or database rights) vest in us on creation and no further right or licence in and to any of our intellectual property rights, including (without limitation), the aforementioned rights in the Database, our trade marks (whether registered or not), copyright or data is granted to you other than as expressly provided hereunder and notwithstanding the supply by us to you of any of the foregoing in pursuance of paragraph 4.2 above or otherwise, all such rights remain proprietary to us or our third party licensors.
- You hereby agree that any log-on details or log-on facility that we provide to you for the purposes of your supply of the Data in pursuance of paragraph 1.1 above and/ or access to reports pursuance to paragraph 4.2 above, shall only be used for such purpose and shall only be disclosed by you to staff to the extent necessary for such purposes and in the event any such staff should either: (i) no longer be employed at the Hotel, and/ or (ii) no longer require such details, you shall, as soon as reasonably practicable, notify us of such and you shall procure that such log-on details are changed in order to prevent such staff from using the Access thereafter We shall not be liable to you for any loss suffered by you as a result of any misuse of such log-on details by any of your employees, ex-employees or contractors.
- Nothing in these Terms shall be deemed to exclude or limit our liability to you for: (i) death or personal injury caused by our negligence or the negligence of our directors, agents, officers or representatives; or (ii) for fraud or fraudulent misrepresentation. Subject to the preceding sentence you hereby agree that we shall not be liable to you for the following types of loss or damage, arising out of claims under or related to these Terms, howsoever caused and whether such claims are based on negligence, breach of contract, strict liability, breach of statutory duty or otherwise howsoever even if such loss or damage was foreseeable by us:
- any loss arising from your use of the reports or any part thereof provided by us to you in pursuance of paragraph 4.2 above;
- economic loss, which shall include loss of profits, business, revenue, goodwill or anticipated savings (whether such loss is direct or indirect);
- indirect or consequential loss or loss not arising naturally or directly;
- loss arising from any claim made against you by any other party; or
- loss or corruption of electronic data.
- Both parties hereto agree that:
- you shall not be entitled to assign or sub-license the benefit or the burden of these Terms or any part of it to any person;
- either party hereto may terminate these Terms by giving the other party hereto three (3) months’ prior written notice to that effect;
- either party hereto may, without prejudice to any other rights or remedies available to it, terminate these Terms with immediate effect, by serving written notice on the other party hereto if the other party hereto commits a material breach of its obligations hereunder; and
- termination of these Terms will not affect any rights or obligations of either party hereto which have accrued prior to the date of termination and all provisions that are expressed to, or do by implication, survive the termination of this Agreement shall remain in full force and effect.
- Each party hereto warrants to the other party hereto that it has full power to enter into the Contract and to exercise its rights and perform its obligations hereunder and all corporate and other action required to authorise its execution of the Contract and its performance of its obligations hereunder has been duly taken
- This Contract shall be governed by Scottish Law and both you and we submit to the exclusive jurisdiction of the Scottish courts in relation to all matters arising from this Contract.
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