EXPERIENCE OXFORDSHIRE LIMITED
Terms & Conditions of Partnership
1. Interpretation
1.1 The expressions below shall have the respective meanings ascribed to them below:
“Booking Facilities” means the EO’s booking facilities accessed by customers through EO’s website URL www.experienceoxfordshire.org or such other URL as may be notified by EO to the Partner from time to time;
“Venues” means the Venues facilities of Partners of EO’s Experience Oxfordshire Venues particulars of which have been registered by the Partner with EO;
“Net Sales Price” means the amount (excluding VAT) payable by a customer to the Partner for a service or goods purchased through EO;
“Experience Oxfordshire Venues” is a division of EO with a separate Partnership to that of EO and acts as the official Venues bureau of its Partners for Oxford and Oxfordshire;
“Partner” means the person or organisation whose particulars are set out in the Partnership Application Form which forms part of these terms and conditions;
“Partnership” means Partnership of EO conferring the Partnership Benefits and obligations set out in these Terms;
“Partnership Benefits” means the rights and benefits to which the Partner is entitled in accordance with the Terms;
“Partnership Period” means the period for which the Partner has paid up its subscription fee in accordance with paragraph 3.1;
“Registered Accommodation” means each unit of accommodation registered and updated from time to time by the Partner with EO in accordance with paragraphs 5.2 and 5.3 below;
“Renewal Date” means each anniversary of the commencement of the Partnership;
“these Terms” means the terms and conditions and any terms set out in the Application Form or forms for renewal of the Partnership as amended from time to time and published in EO’s website;
“EO” means Experience Oxfordshire Limited, a company registered in England and Wales with number 07540441 having its registered office at Richardsons Accountants, 30 Upper High Street, Thame, Oxfordshire, OX9 3EZ.
1.2 A reference to “writing” or “written” includes faxes and e‐mail.
1.3 Any words following the terms “including”, “include”, “in particular” or “for example” or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.
2. Application of these Terms
2.1 Submitting an application for Partnership to Experience Oxfordshire constitutes an offer, and Experience Oxfordshire reserve the right, in their absolute discretion, to accept or refuse that offer. EO’s acceptance of the Partner’s application for and any renewal of Partnership is on these Terms and no other terms and conditions of the Partner shall apply.
3. Subscription fees & duration Partnership
3.1 Subscription fees are payable annually in advance together with submission of the Partnership Application Form, in the case of new Partners, or on renewal of the Partnership at or before the end of each renewal date, in the case of existing
3.2 The Partner shall select the business sector and level of Partnership it requires on its application for Partnership and subsequently on any renewal date shall pay the annual subscription fee then applicable for that level. The amount of the fee from time to time for each level of Partnership is published on EO’s website. Each application for joining the Partnership or for renewal of it is in each case subject to EO’s approval.
3.3 The Partner can cancel their Partnership renewal providing 60 days written notice is given before the renewal date.
3.4 By joining, partners agree to an annual price increase of 5% on all Partnership Fees going forward to allow EO to cover the increasing costs of providing Partnership services.
4. Partnership Benefits
4.1 The Partner shall be entitled to enjoy the Partnership Benefits according to the subscription fee for Partnership selected under paragraph 3.2 for the balance of the Partnership Period for which payment of the subscription fee has been made and subject to these Terms. The Partner will not be entitled to Partnership Benefits outside the Partnership Period for which subscription fees have been paid.
4.2 Any services requested by a partner and subsequently provided by EO to a Partner which falls outside the scope of the Partnership Benefits to which it is entitled at any time will be charged and payable at EO’s full rate.
4.3 The Partner agrees during the Partnership Period to provide a link from the Partner’s website URL experienceoxfordshire.org or such other URL as may be notified by EO to the Partner from time to time. EO grants the Partner the right to use its ‘EO’ logo and trade mark device to advertise its Partnership association with EO. The Partner undertakes to comply with EO’s branding guidelines as applicable from time to time as published on its website.
6. Venues bookings
6.1 Partners may apply for Partnership of Experience Oxfordshire Venues subject to an additional payment of Experience Oxfordshire Venues Partnership fee and to its terms and conditions applicable from time to time.
6.2 Experience Oxfordshire Venues acts as the booking agent of the Partner for the Venues Facilities. Each booking of any Venues Facilities of a Partner is a contract between that Partner and the customer in whose name that booking is made. Neither EO nor Experience Oxfordshire Venues accept any liability for default (including but not limited to cancellation or non‐payment) in respect of such bookings. It is the Partner’s responsibility to ensure that its terms and conditions (if any) apply to such contract.
6.3 The Partner shall pay Experience Oxfordshire Venues a commission (inclusive of VAT) of such sum as is equal to 10% of the Net Sales Price of Venues Bookings made with that Partner through Experience Oxfordshire Venues or as a result of its promotion of the Partner’s Venues Facilities. Such commission shall be payable at the time of booking.
6.4 In the event that Experience Oxfordshire Venues receives the Net Sales Price for Venue Bookings, it shall account to the Partner for the amount of the Net Sales Price received less Experience Oxfordshire Venues commission payable under paragraph 6.3 (to the extent that it remains unpaid) within 30 days after such receipt.
6.5 The Partner agrees to provide Experience Oxfordshire Venues or its agent with a copy of the final invoice issued to the customer for all Conference Bookings placed through Experience Oxfordshire Conferencing or as a result of its promotion of its Conference Facilities within fourteen (14) days after the date of the booking.
7. Marketing, Advertising & Listings
7.1 EO offers marketing, advertising and listings to the Partner. The Partner’s eligibility for these services and the prices at which they are from time to time offered depend on the Partnership Level for which the Partner has subscribed and paid and are set out on EO’s website. EO reserves the right to change the particulars from time to time or to reject or cancel any order.
7.2 The Partner may place orders for its participation of any applicable marketing, advertising and listings for which it is eligible and subject to the Partner paying the full price for such service to EO less any discount applicable to its Partnership Level. Each such order is an offer by the Partner to EO to purchase the marketing, advertising and listing specified in that order and is not binding until accepted by EO. Acceptance of an order is subject to availability at the desired time. All orders are subject to these terms.
7.3 All applicable marketing, advertising and listings ordered by the Partner are subject to EO’s approval of the text, sizes and special positions and will be allocated in the order in which they are accepted. All proofs must be received by EO for approval by the deadline previously notified by EO. The position of the advertising or listing will be at the discretion of EO.
7.4 The Partner shall provide all instructions and other notifications in writing and shall supply all artwork direct to EO digitally in high resolution format as specified by EO. EO is entitled to edit any text to fit the allocated space and will endeavour to consult with the Partner on any editing.
7.5 The Partner shall be solely responsible for checking and returning, within the time specified by EO, any proofs provided and for satisfying itself that the content of all copy in marketing, advertising and listings placed for that Partner are true, complete and accurate in all material respects. EO shall be entitled to charge further alterations of approved proofs at a standard studio rate determined by EO at a rate not exceeding £100 plus VAT per hour.
7.6 Any applicable marketing, advertising or listings received after the deadline specified by EO (referred to at paragraph 7.3) will only be accepted if space is available. If a Partner places an order for any applicable marketing, advertising and listings which is accepted by EO, it will remain liable for space booked regardless of any failure to supply copy in accordance with these terms and conditions.
7.7 The Partner shall be responsible for ensuring that all necessary copyright and other required licences and consents are received in respect of any copy (e.g. photographs or maps) supplied to EO for use in marketing, advertising or listings material ordered by the Partner.
7.8 Title in all property, artwork, transparencies, scans and any other materials provided by the Partner to EO shall not transfer to EO and risk in any loss or damage to that material shall remain with the Partner who will be responsible for insuring against that risk. The Partner grants or shall procure the grant of all permissions and licences for the same to be used in the marketing, advertising or listings ordered by the Partner.
7.9 Advertising or listings ordered by the Partner may be cancelled by written notice to EO received before the cancellation deadline specified by EO from time to Cancellation notified after the specified deadline shall not be effective and the Partner shall remain liable to pay the applicable fee to EO.
7.10 The Partner undertakes that all its listings, advertising and other marketing material provided by it shall comply with the UK Code of Non‐broadcast Advertising, Sales Promotion and Direct Marketing (CAP Code) applicable from time to time and the Trade Descriptions Act 1968 as amended or re‐enacted from time to time.
8. Content Standards
8.1 Content standards apply to any and all material which you contribute to EO’s website, and to any interactive services associated with it. You must comply with the spirit and the letter of the following standards. The standards apply to each part of any contribution as well as to its
8.2 Contributions must:
8.2.1 Be accurate (where they state facts).
8.2.2 Be genuinely held (where they state opinions).
8.2.3 Comply with applicable law in the UK and in any country from which they are posted.
8.3 Contributions must not:
8.3.1 Contain any material which is defamatory of any person
8.3.2 Contain any material which is obscene, offensive, hateful or inflammatory.
8.3.3 Promote sexually explicit material.
8.3.4 Promote violence.
8.3.5 Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
8.3.6 Infringe any copyright, database right or trade mark of any other person.
8.3.7 Be likely to deceive any person.
8.3.8 Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
8.3.9 Promote any illegal activity.
8.3.10 Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety.
8.3.11 Be likely to harass, upset, embarrass, alarm or annoy any other person.
8.3.12 Be used to impersonate any person, or to misrepresent your identity or affiliation with any person.
8.3.13 Give the impression that they emanate from us, if this is not the case.
8.3.14 Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
9. Suspension and termination
9.1 We will determine, in our discretion, whether there has been a breach of these Terms, including our Content Standards at clause 8. When a breach of these Terms including the Content Standards has occurred, we may take such action as we deem appropriate.
9.2 Where we deem a material breach of these Terms has occurred, we reserve the right to terminate the Partnership.
9.3 Failure to comply with the Content Standards constitutes a material breach of the terms of use upon which you are permitted to use our site, and may result in our taking immediate, temporary or permanent withdrawal of your right to use our site.
10. Ticketing for events
10.1 EO can act as the ticketing agent of the Partner for the Partner’s events promoted through EO. The sale of each ticket for such Partner’s event constitutes a contract between that Partner and the purchaser of that ticket. EO accepts no liability for default (including but not limited to cancellation or non‐payment) in respect of such purchase. It is the Partner’s responsibility to ensure that its terms and conditions (if any) apply to such contract.
10.2 EO shall account to the Partner for the payment of the ticket price received from purchasers of such tickets after deduction of a sum equal to such percentage of the Net Sales Price of each such ticket as shall have been agreed in writing between the Partner and EO is respect of the tickets in question.
10.3 EO shall settle payment due by it under clauses 13.2 within 30 days after the receipt of payment of the ticket price from the customers. In the case of tickets supplied by the Partner to EO on a sale or return basis, EO shall return all unsold tickets for the event in question within 30 days after the sale of tickets for such event is closed.
11. Walking Tour Operators
11.1 EO will offer to act as booking agent for all walking tour guides operating in Oxfordshire who are Partners of EO and who agree to comply with EO’s Tour Operators Quality Charter. Commission will be charged on ticket sales at a sum to be agreed and dependent on processes, but intended to be in the region of 25%. Detailed arrangements are to be discussed with each walking tour operators who expresses interest in the booking service, but it is envisaged that participating walking tour operators will provide EO with an allocation of tickets for sale by the booking office.
11.2 Public walking tours of all participating operators will be listed on EO’s website and EO will not recommend any particular walking tour operator over another for public tours but as part of EO’s customer service will provide information on any tour operator based on information provided by such operator to EO.
11.3. Customers for private and group walking tours will be offered ‘Official’ walking tours in priority to other tour operators. These tend to be bulk and/or repeat purchasers. There is an enhanced reputational risk to EO if the walking tours provided to these customers proved to be unsatisfactory to them. It is considered that this reputations risk is best mitigated by offering ‘Official’ tour guides since they have been independently trained and quality assessed.
12. Liability
12.1 EO will not be liable for any loss or damage, direct or indirect, consequential or otherwise (including loss of profits, loss of business, economic loss and loss of goodwill or reputation) howsoever occasioned and whether foreseen or foreseeable whether by an error in any listing, late publication or failure to appear from any cause whatsoever except if caused by EO gross negligence or material breach of these Terms.
12.2 This paragraph 12 sets out the entire financial liability of EO (including any liability for the acts or omissions of its employees, agents and sub‐contractors) in respect of:
12.2.1 any breach of these Terms; and
12.2.2 any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.
12.3 Nothing in these Terms shall limit or exclude the liability of either party for:
12.3.1 death or personal injury resulting from negligence; or
12.3.2 fraud or fraudulent misrepresentation; or
12.3.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
12.3.4 the indemnity contained in clause 9.
12.3.5 Subject to paragraphs 10.2 and 10.3, the total liability of EO arising under or in connection with these Terms, whether in tort (including negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise, shall be limited in aggregate to the subscription fee paid by the Partner for the Partnership Period in which the claim giving rise to such liability arose.
13. Data Protection
13.1 The Partner acknowledges and agrees that:
13.1.1 EO may make the Partner’s details/data available to carefully selected organisations (such as VisitBritain, VisitEngland and UKinbound) for inclusion in their tourism‐related publications and websites for the purpose of, but not limited to, providing the Partner with potential customers and/or sales leads;
13.1.2 EO may pass the information supplied by the Partner to carefully selected organisations whose products and services may in EO’s opinion be of interest to the Partner; and
13.1.3 EO may pass the information supplied by the Partner to persons, customers and/or organisations located outside the European Economic Area (EEA) even if they do not have data protection legislation comparable to that subsisting in the EEA.
14. General
14.1. EO reserves the right to amend and/or update these Terms by giving 30 days notice in writing to the Partner.
14.2 These Terms shall not constitute or imply any Partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in these Terms. Neither party shall have, nor represent that it has, any authority to make any commitments on the other party’s behalf.
14.3 No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.
14.4 If any provision of these Terms is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from these Terms and rendered ineffective as far as possible without modifying the remaining provisions of the agreement and shall not in any way affect any other circumstances of or the validity or enforcement of these Terms
14.5 These Terms shall be governed by and construed in accordance with the law of England and Wales and each party agrees to submit to the nonexclusive jurisdiction of the courts of England and Wales.
Updated February 2024
