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Terms & Conditions
1 Definitions
In this Agreement, unless inconsistent with the context or otherwise specified the following expressions shall have the following meanings:

“The Client” : Person(s)/Legal entities applying for an partner/associate/advertiser account with Crewise. The Client is also deemed to include any authorised person(s) acting on behalf of the Client. Authorisation is granted either by informing Crewise in writing or by making available Account number and Password to online account management offered by Crewise.

“Us” : Crewise.com, the online portal operated by Crewise Ltd.

“This Agreement” : this agreement, as varied from time to time in accordance with its terms;

“Account” : Business account offered by  us to view, track and change The Client’s listings/advertisements.

“Members” : People/ entities registered with Crewise to avail of the services offered by Crewise.
 
“Discount” : the discount and/or privilege to be offered by The Client to Crewise Members from time to time.

“Directories” : An index of listings maintained by Us and accessible to members online through our website.

“Listings” : means advertisements, related content and associated information that the Client supply to us; and “Listing” means any of them; 

“Listing Forms” : The forms to be completed by The Client providing information in relation to the Listing and such other information as you may be required to complete and/or supply in connection with the use of the Service

“Services” : Entry in either the accommodation directory or business partner directory or any directory service operated by Crewise and agreed with The Client. Completion of the appropriate Listing Forms is deemed to be unreserved acceptance to be considered for listing under the appropriate directory. 

“Start Date” : the date on which this Agreement commences pursuant to clause 3.1;

 “Territory” : the world; and

“Website” : the website operated by Crewise available at www.Crewise.com, or such other uniform resource locator as may replace it from time to time;
2 General
2.1 References to clauses are to clauses of this Agreement;
2.2 Words importing gender include each other gender;
2.3 References to persons include bodies corporate, firms and unincorporated associations;
2.4 The singular includes the plural and vice versa;
2.5 Clause headings are included for the convenience of the Parties only and do not affect its interpretation; and
2.6 References to all or any part of any statute or statutory instrument include any statutory amendment, modification or re-enactment in force from time to time and references to any statute include any statutory instrument or regulations made under it.

3 PRELIMINARY STATEMENTS
3.1 Crewise offers Members the opportunity to obtain discounts and privileges from certain retail outlets and service providers and provides Members with a Crewise Discount Card and access to the Website.
3.2 The Client wish to appear on the Website and be part of the Crewise Directories and has in return agrees to grant certain discounts and/or privileges to Members.  The Client may be, at sole discretion of Crewise, accepted for entry into Directories and/or Website without offering discounts and/or privileges.
3.3 Crewise has agreed to include the Client’s entries in the Crewise Directories and on the Website, subject to the terms and conditions of this Agreement.

4 COMMENCEMENT AND DURATION
4.1 This Agreement shall commence on the date of creation of the Account. 
4.2 This Agreement shall continue in force until it is terminated in accordance with its terms. 

5 GRANT OF RIGHT TO DISPLAY LISTINGS
5.1 Subject to you complying with its obligations under this Agreement, Crewise shall:
5.1.1 Place a listing in the Crewise directories in accordance with clause 4.2 for a period applied for on the Listing forms and paid for according to Payment terms of this agreement.; and 
5.1.2 Provide The Client with a web-based advertisement on the Website in accordance with clause 4.3 for a period applied for on the Listing forms and paid for according to Payment terms of this agreement.
5.2 The web-based space on the Website shall:
5.2.1 Contain a brief description of the listing together with details of the products and/or services offered by the listing to Members and details of the Discount, the wording of which shall be provided by the listing but shall be subject to Crewise’s approval in writing and shall not in any event consist of more than three hundred words; and
5.2.2 Contain a hyperlink to the listing’s own website, where available and subject to Payment terms.

6 CREWISE’S RIGHTS AND OBLIGATIONS
6.1 Crewise shall publish The Client’s listings on our directories and/or website subject to payment of the relevant fee.  A current table of fee for services may be obtained by contacting customer services by phone/email.
6.2 Crewise shall, if requested to do so in writing by The Client, perform updates to The Client’s listings, subject to the payment to Crewise at the rate of Ł5 per update (unless Crewise elects to waive such payment obligation).  Such updates with regard to the listing shall be reflected on the Website within fourteen days after confirmation by the Client to Crewise that the requested changes are correct. Alternatively, The Client may update your listing online using the unique access code and account number issued on registration.
6.3 Crewise may at its sole discretion offer The Client, opportunity to place a full advertisement in the Crewise directory and/or the Website, including (without limitation) a banner advertisement on the Website in addition to the entry made pursuant to clause 4.2, subject to payment of a fee and Crewise’s terms and conditions relating to such advertising, in each case as in force from time to time.
6.4 Positioning of the Advertisements in the Crewise Directory and on the Website is at the absolute discretion of Crewise.
6.5 Crewise reserves the right to refuse any advertisement graphic or wording that is not received by Crewise at least seven working days prior to the Start Date.  
6.6 The Client shall provide Crewise with access at all times while this Agreement remains in force to any material that Members or users of the Website can link through any of Listing hyperlink featured on the Website.
6.7 Crewise may at its sole discretion monitor some, all or none of the areas of the Website for adherence to this Agreement. If Crewise is notified or otherwise becomes aware of The Client’s actions that are alleged not to conform to this Agreement, Crewise may investigate the allegation and determine in good faith and in its sole discretion whether to remove or request the removal of the Advertisements from the Crewise Directory, the Website and/or any hyperlink featured on the Website by The Client and/or to terminate this Agreement.
6.8 Crewise does not endorse, warrant or guarantee any product or service offered through the Listings and will not be a party to or in any way monitor any transaction between The Client and any Member or other third party.  
6.9 Crewise neither endorses nor is responsible for the accuracy or reliability of the content of the Listings.

7 CLIENT RIGHTS AND OBLIGATIONS
7.1 The Client shall: 
7.1.1 Provide accurate and up-to-date information for each of the client’s listings for the period of this Agreement;  
7.1.2 Ensure that all of the client’s employees/associates/partners are aware of the discount to be offered to Members and any conditions that apply;
7.1.3 Maintain in force insurance to indemnify Crewise under clause 7 and elsewhere in this Agreement and in respect of The Client’s own potential liability under this Agreement;
7.1.4 Conduct the promotion and marketing of the Services with all due care and diligence and shall cultivate and maintain good relations with Members and potential Members in accordance with sound commercial principles;
7.1.5 Behave ethically and comply with all applicable laws and regulations (including all applicable data protection laws) relating to the promotion and marketing of the Services and the performance of duties under this Agreement; and
7.1.6 Ensure that the content of the Listings and/or Advertisements, any hyperlink or underlying software contained on the web-based web space is free from computer viruses.
7.2 The Client shall not engage in any conduct that in the reasonable opinion of Crewise is prejudicial to Crewise’s business or the marketing of the Services generally.
7.3 The Client agrees and warrants that the Listings/Advertisements or any hyperlink contained in the web-based web space shall not be used for any unlawful activities.  In particular the Client agrees and warrants that the Listings/Advertisements shall not contain any content that is subject to any copyright, patent, trademark, trade secret, right of publicity or privacy, or any other proprietary right of any third party unless the Client is the owner or legally authorised user of such rights.
7.4 By submitting the Advertisements, the client automatically grants and warrants that the owner of the Listing/Advertisements has expressly granted Crewise the royalty-free, perpetual, irrevocable, non-exclusive right and licence to utilise and/or amend the content of the Listings/Advertisements and/or to incorporate it in other works in any form, media, or technology known or later developed for the full term of any rights that may exist in the content of the Listings/Advertisements for the purposes of this Agreement.
7.5 The Client agrees not to, and not to require Crewise to, transmit, link, post, store or perform in or on the web space, or within any other locations on the Internet or Website, content or other information that:
7.5.1 Libels, defames, abuses or threatens others;
7.5.2 Is bigoted, hateful or racially offensive;
7.5.3 Advocates illegal activity or discusses illegal activities with the intent to commit them, including, but not limited to, computer hacking or cracking;
7.5.4 Is vulgar, obscene or contains indecent language or images, harasses, threatens, embarrasses or causes distress, unwanted attention or discomfort upon another person or user of the Website;
7.5.5 Contains sexually explicit images or other content which is deemed by Crewise to be offensive;
7.5.6 Disrupts or otherwise acts in a manner that negatively affects Crewise, other Account holders, users, Members or any other individual or entity;
7.5.7 Is a sweepstake, lottery, chain letter or pyramid scheme;
7.5.8 Is an unauthorised copy of copyrighted photographs, drawings, graphics, text or other writings, computer programs or other software, recordings, video, animation, music or designs; or
7.5.9 Is unlawful or deceptive business practice, violates any privacy or data protection laws application to the gathering, processing, storing, transmitting and use of a user or Member’s personal information.

All other provisions of this Agreement shall be construed and be subject to this clause 7.5.

7.6 The Client acknowledges to bear the burden of proof in determining that any information, software or any other content in the Advertisements is protected by any intellectual property rights owned by The Client.
7.7 The Client acknowledges and grants to Crewise the right to make any other use of the content of the Listing/Advertisements in order to promote Crewise.

8 Payment
8.1 The Client agrees to make payment by Credit Card, Debit Card or Cheque for any invoice raised by Crewise for charges incurred on account.
8.2 Payment should be remitted to Crewise within 14 days of the invoice date. Payment can be made online through Crewise website or over the phone by contacting Customer Services. In circumstances of non-availability of any of the payment options above, Crewise shall advice The Client on other modes of payment.
8.3 Where Crewise incurs additional costs, expenses or disbursements at The Client’s request, The Client will pay any additional costs, expenses or disbursements net  within 14 days of the date of the relevant invoice .
8.4 Crewise reserves the right to charge interest (both before and after any judgement) on a non-compound daily basis at the statutory rate per annum over Barclays Bank plc base rate from the time payment is due until receipt by Crewise of cleared funds from the Client.
8.5 The client may be subject to the following additional costs:
8.5.1 A late payment fee of Ł 25.00  will be charged to the account should any invoice be not paid within the time limit prescribed on 4.2 or any other time limit as may be agreed otherwise subject to written confirmation from Crewise.
8.5.2 Ł25.00 shall be charged to the account for any letter sent to the client to recover payment after 30 days from the date the invoice is due.
8.5.3 Ł50.00 is charged to the account for any dishonoured cheques drawn on Crewise and sent by the client in payment of the charges on account.
8.6 On termination of this Agreement (whether pursuant to Clause 9 or      otherwise) Crewise will be entitled to immediately raise an invoice for all outstanding Fees, expenses and disbursements incurred up to and including the date of termination.
8.7 Any dispute by the Client (or its assignee) as to a payment due to/or payable to Crewise (or its assignee) under this Agreement, whether invoiced or not, must be notified to Crewise (or its assignee) within 10 working days of the date of the relevant invoice or, as the case be, the date of verification to the Client of the amount due and/or payable by it to Crewise (or its assignee).
8.8 Once a listing has been created by Crewise should the client then change his/her mind an administrational fee will be charged to the client of Ł50 for accommodation listing and Ł100 for business partner listing. Once a listing has been created and made live on the Crewise website no refund will be made to the client.  

9 INDEMNITIES AND LIABILITY
9.1 The Client shall indemnify Crewise and keep Crewise fully indemnified against all actions, proceedings, claims, demands, costs, expenses, liabilities, loss or damage arising out of or in connection with the breach or negligent performance or failure in performance by The Client of any of the terms of this Agreement or any wilful or negligent act or omission of The Client or any of the client’s employees/affiliates/partners/associates.
9.2 The Client shall indemnify Crewise and keep Crewise fully indemnified against all liabilities, costs, expenses, loss or damage in respect of or in consequence of actions, proceedings, claims and demands of or by any third party (whether a Member or otherwise) arising out of or in connection with the breach or negligent performance or failure in performance by The Client of any of the terms of this Agreement or any wilful or negligent act or omission of The Client or any of the client’s employees/affiliates/partners/associates.
9.3 The Client shall indemnify Crewise and keep Crewise fully indemnified against all liabilities, costs, expenses, loss or damage awarded against or incurred by Crewise in connection with, or paid or agreed to be paid by Crewise in settlement of, any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person or any claim of libel or illegality which results from Crewise’s use of any specification, materials, graphics or information supplied by The Client. 
9.4 The Client shall indemnify Crewise and keep Crewise fully indemnified in respect of all liabilities, costs, expenses, loss or damage awarded against or incurred by Crewise as a result of being unable to provide the Services as Crewise may legally be bound to do, or with regard to any obligations to any other Participating Account holder or any Member due to the direct or indirect result of The Client failing to comply with, or materially breaching, its obligations as set out in this Agreement.
9.5 Except in respect of death or personal injury caused by negligence, Crewise shall not be liable to The Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise) howsoever arising, which liability is hereby excluded.

10 FORCE MAJEURE
10.1 Neither Party shall be liable for delay in performing or failure to perform its obligations under this Agreement if such delay or failure results from circumstances outside its reasonable control (“Force Majeure”). Such delay or failure shall not constitute a breach of this Agreement and the time for its performance shall be extended by such period as is equal to that during which performance is prevented.
10.2 Subject to the Party claiming Force Majeure sending to the other Party a written notice giving reasonable details of the happening of Force Majeure, if such delay or failure of the nature referred to in clause 8.1 continues for more than sixty days either Party may terminate this Agreement forthwith by sending a written notice to the other Party and the terms of clause 10 shall apply.

11 TERMINATION
11.1 The Client may terminate this Agreement by giving twenty-eight days written notice to us.
11.2 Crewise may terminate this Agreement forthwith by sending a written notice if The Client fail within twenty-eight days to confirm details as requested to do so by Crewise. Crewise may also terminate this agreement should the client fail to conform to the payment terms and conditions as described in this agreement.
11.3 Either Party may terminate this Agreement forthwith by sending a written notice to the other Party if:
11.3.1 That other commits a material breach of its obligations under this Agreement and, in the case of a breach capable of remedy as determined under clause 9.4, such breach is not remedied within seven days of the other Party being specifically required to do so;
11.3.2 In relation to that other, a petition is presented for the making of an administration order under part II of the Insolvency Act 1986 (the “Act”), or that other becomes the subject of any act or other proceedings under the Act;
11.3.3 An encumbrancer takes possession or an administrative receiver or receiver is appointed of the whole or any part of the undertaking or property of that other Party;
11.3.4 An order is made by a court for the winding-up of that other Party or a resolution is passed by the shareholders of that other Party for its winding-up, except for the purposes of amalgamation or reconstruction in such manner that the resulting company is bound by and assumes the obligations imposed on that other Party by this Agreement;
11.3.5 That other ceases to pay its debts or becomes unable to pay its debts within the meaning prescribed by section 123 of the Act;
11.3.6 Anything analogous to any of the events referred to in clauses 9.3.2 to 9.3.5 inclusive under the law of any jurisdiction occurs in relation to that other;
11.3.7 That other disposes of the whole or any substantial part of its undertaking or assets; or
11.3.8 That other ceases or threatens to cease to carry on all or any substantial part of its business.
11.4 For the purposes of clause 9.3.1, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects to the reasonable satisfaction of the other Party other than as to the time of performance (provided that time of performance is not of the essence).

12 EFFECT OF TERMINATION
12.1 Any termination of this Agreement however caused shall be without prejudice to any rights or liabilities of the Parties which have accrued on or before the date of termination but neither Party shall have any rights or liabilities to perform this Agreement after such date.
12.2 Upon the termination of this Agreement for any reason.
12.2.1 Each Party shall forthwith return at its cost the originals and any copies of all documents and materials provided to it by the other Party and certify in writing to the other Party that it has complied with the terms of this clause;
12.2.2 Each Party shall be entitled upon giving reasonable notice to enter any premises of the other Party during normal working hours and recover any equipment, documents and materials which are the property of the Party entering such premises and the Parties irrevocably licence each other and their respective employees and agents to enter such premises for such purpose;
12.2.3 Notwithstanding any other provisions of this Agreement, the terms of clauses 7, 16, 20, 22 and 23 shall continue in force in accordance with their terms; and
12.2.4 All fees and charges accrued (but unpaid) pursuant to this Agreement shall forthwith become due and payable.

13 WAIVER
13.1 No delay or failure by Crewise to exercise any of its powers, rights and remedies under this Agreement shall operate as a waiver of them, nor shall any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law.

14 ASSIGNMENT
14.1 The Client shall not assign, encumber, dispose of, declare themselves trustee of, or otherwise transfer or divest in any way, any of The Client’s rights under this Agreement without the prior written consent of Crewise, which Crewise shall be fully entitled to withhold.

15 SUB-CONTRACTING
15.1 The Client shall not employ sub-agents or otherwise delegate to any third party the performance of any of The Client’s obligations under this Agreement without the prior written consent of Crewise, which Crewise shall be fully entitled to withhold. If such consent is given, every act or omission of such sub-agent or third party shall for the purposes of this Agreement be deemed to be the act or omission of The Client.
15.2 Crewise may exercise and perform any of its rights and obligations under this Agreement through any other company which at the relevant time is its holding company or subsidiary or a subsidiary of any such holding company (each of the above expressions having the respective meanings given to them by the Companies Act 1985 (as amended)) and any act or omission of any such company shall for the purposes of this Agreement be deemed to be the act or omission of Crewise.

16 EXCLUSION OF WARRANTIES
16.1 In entering into this Agreement, each Party acknowledges that it does not do so on the basis of, and 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.

17 NO PARTNERSHIP
17.1 Nothing in this Agreement shall create or be deemed to create a partnership or the relationship of principal and agent or employer and employee between the Parties and neither Party shall be responsible for the acts or omissions of the employees or representatives of the other Party. 

18 CONFIDENTIALITY
18.1 Each Party shall keep confidential any information about the content of this Agreement and the respective business affairs of the other Party which may come within its knowledge during the life of this Agreement, provided that the above restriction shall not apply to:
18.2 Confidential communications between the Parties and their respective professional advisers and bankers;
18.3 Disclosures required to be made by either Party by law, to any fiscal or regulatory authority or in accordance with the rules from time to time in force of any applicable recognised investment exchange (as defined in the Financial Services Act 1986); and
18.4 Any information that, after the date of this Agreement, comes into the public domain, other than as a result (direct or indirect) of the act or omission of the Party concerned.

19 SEVERABILITY
19.1 If any part of this Agreement is found by any court or other competent authority to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of this Agreement which shall continue to be valid and enforceable to the fullest extent permitted by law.

20 THIRD PARTY RIGHTS
20.1 This Agreement does not create any right enforceable by a person not a party to it. Nothing in this Agreement is expressly or impliedly intended to confer on any third party any right to enforce any of its provisions pursuant to the Contracts (Rights of Third Parties) Act 1999.
20.2 This Agreement may be varied in accordance with clause 19.5 without the consent of, or need to give notice to, any person not a party to it.

21 ENTIRE AGREEMENT
21.1 This Agreement constitutes the entire agreement and understanding of the Parties and supersedes any previous agreements made or existing between the Parties before or simultaneously with this Agreement and relating to the subject matter of this Agreement (all of which shall be deemed to have been terminated by mutual consent with effect from the commencement date of this Agreement but without prejudice to the rights and liabilities of the Parties accrued before such date).
21.2 Each of the Parties acknowledges and agrees that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement.
21.3 The only remedy available to a Party for breach of this Agreement shall be for breach of contract under the terms of this Agreement.
21.4 Nothing in this clause 19 shall, however, operate to limit or exclude any liability for fraud.
21.5 Except as otherwise permitted by this Agreement, no change to its terms shall be effective unless it is in writing and signed by or on behalf of both Parties.

22 NOTICES
22.1 Any notice required or permitted under the terms of this Agreement or required by statute, law or regulation shall (unless otherwise provided by this Agreement or the statute, law or regulation concerned) be in writing and shall be sufficiently given if forwarded by hand, first class pre-paid post (if both the Outlet and Crewise are situated in the United Kingdom) or sent by pre-paid air-mail (in all other circumstances), or sent by fax to the respective Parties as follows:
22.1.1 (in the case of Crewise) to:

  Crewise Limited
  5 Overbrook Drive
  Prestwich
  Manchester
  M25 0AB
  England

  Fax:  00 44 (0)161 773 7626
   (Attn: David Brockway)
22.1.2 Any such notice shall be in the English language and shall be deemed to have been received and given.
22.1.3 In the case of delivery by hand, at the time of delivery;
22.1.4 In the case of first class pre-paid mail, two days after the date of mailing; 
22.1.5 In the case of pre-paid airmail, seven days after the date of mailing; and 
22.1.6 In the case of fax, at the time of transmission if within the normal business hours of the addressee and, if not, at 09.30 hours local time on the next following business day subject (in either case) to production of a transmission report from the machine which sent the fax indicating that the fax was sent in its entirety to the fax number of the recipient.

23 COUNTERPARTS
23.1 This Agreement may be executed in any one or more number of counterpart agreements each of which, when executed, shall be deemed to form part of and together constitute this Agreement. 

24 GOVERNING LAW 
24.1 This Agreement shall be construed and take effect in all respects in accordance with English law, so that any dispute or difference between the Parties as to the interpretation of this Agreement or in respect of any matter arising under, out of or in connection with this Agreement or its termination or any matter arising out of its termination shall be governed in all respects by English law.

25 JURISDICTION
25.1 The Client irrevocably agree for the exclusive benefit of Crewise that the courts of England shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and for such purposes hereby irrevocably submits to the jurisdiction of such courts.
25.2 Nothing contained in this clause 23 shall limit the right of Crewise to take proceedings against The Client in any other court of competent jurisdiction, nor shall the taking of such proceedings in one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not (unless precluded by applicable law).
25.3 The Client irrevocably waive any objection which it may have now or in the future to the courts of England being nominated for the purpose of clause 23.1 and agree not to claim that any such court is not a convenient or appropriate forum.