Customer Agreement

The rates on the Technology are created by the Facility in back9solutions.com/golf-leisure/sell-your-tee-times and/or Adminium.

The Facility is expected to allocate a minimum of four four-balls, five days per week, or a total of twenty tee times.

The Facility will be provided with secure access to Adminium for rate, inventory and discount management.

The rates can only be discounted by the Facility and booked through the software licensed to the Facility by the Provider.

The rates made available to the Provider will apply to individuals and groups of four players or fewer.

If the Facility allows multiple rounds to be purchased in one transaction, any marginalised pricing will be created in Adminium.

The Provider will make all bookings using the information provided by the Facility using back9solutions.com/golf-leisure/sell-your-tee-times and/or Adminium. All bookings will be processed through the SpikesOn app, the spikeson.com website and any other relevant platform which will correspond to the access granted by the Facility.

The Facility will provide a minimum of twenty tee times to be displayed on the Provider’s technology each week.

If the Facility does not provide tee times for any given week throughout the duration of the contract, the Provider has the right to duplicate and display the most recent allocation of tee times uploaded by the Facility.

The Facility will be informed when a new and relevant booking platform is added by the Provider.

The Provider will issue customers with a confirmed booking, and a digital and email receipt showing the customer’s name, date and tee time, value and any other relevant information.

The Provider will not take a booking without a valid pre-authorised credit card from the customer. The full cost of the booking will be collected by the Facility at check-in. If the fees are not collected for a booking and the customer is deemed to be a no-show, the Provider will be notified by email.

If a customer is deemed to be a no-show, the Provider will attempt to collect payment with the credit card details used to secure the booking.

Cancellations outside of 48 hours will incur no charge. Cancellations inside 48 hours, or no-shows, for any booking facilitated by the Technology will be charged the full value of the booking.

The Provider will not be liable for any fees due if a rate cannot be charged to credit card details uploaded by a user.

The Facility will have access to all payments due and processed by the Provider in the ‘Transactions’ and ‘Statements’ sections of Adminium. The Facility will have the capability to export all data in real time to reconcile with accounting software.

The Facility will be invoiced by the Provider for commissions due on the first of each month, and payment is required within 30 days of the invoice date.

Payments will be expected to be transferred from the Facility to the Provider once an amount of five hundred United States dollars (USD 500), or the equivalent value in the Presentment Currency, has been achieved in booking commissions at a Facility. If a payment is requested before this value has been reached, all bank transfer fees will be paid by the Provider.

Failure to pay the Provider’s account balance in a full or timely manner may result in a suspension of the Facility’s account.

The Provider will collect a user’s credit card details and charge the card approximately one United States dollar (USD 1), or the equivalent value in the Presentment Currency, before any booking at the Facility is authorised.

The Provider will charge a 15% transaction fee (including credit card fees) for all services sold on behalf of the Facility through the Technology. This will include, but is not limited to:

1. i.a 15% transaction fee for services sold on behalf of the Facility through any approved mobile application;
2. ii.a 15% transaction fee for services sold on behalf of the Facility through any approved website; and
3. iii.a 15% transaction fee for services sold on behalf of the Facility through Back9 Booking Technology used by a third party.

Bookings without full pre-payment to the Provider by the user 48 hours before a booking are recognised as Post-paid Bookings in Adminium.

User ‘Credit’ (where available) can only be used for payments made through the Technology and cannot be used outside of the Technology.

The Facility will always receive the full monetary value of any ‘Credit’ used for bookings in the Technology.

Fifty United States cents (USD 0.50), or the equivalent value in the Presentment Currency, will be withheld from any transaction processed that is less than thirty United States dollars (USD 30).

The Facility will receive access to all functionality in Adminium for the first three months after the Delivery Date.

After three months, the functionality in Adminium will reflect the terms of the Facility’s agreement with the Provider.

An addendum or update to this Agreement will consider the commissions for any additional rates provided.

The Facility will attempt to give a minimum of 7 days’ notice to the Provider if any alteration of a booking is required. This will be communicated to the guest directly and notified to the Provider 7 days in advance if possible.

Delivery of the Technology to the Facility shall be deemed complete on the Delivery Date, which will also be recognised as the first day of this Agreement.

The Facility undertakes not to directly or indirectly sub-license the Licensed Application to any third party in any way whatsoever.

The Licence shall not be deemed to extend to any programs or materials of the Provider other than the Licensed Applications unless specifically agreed to in writing by the Provider.

The Provider shall own any data which is processed on, utilising or resulting from the use of the Licensed Application or any part thereof. Nothing in this Agreement shall be interpreted in a manner which restricts or limits the Provider’s right to use, protect, enforce and commercially exploit the aforesaid data in any manner.

The Licensed Application may be used only through compatible desktop computers, mobile computers or handheld devices, the Internet, and any necessary minimum specifications which may be prescribed from time to time by the Provider (“Software Requirements”).

The Software Requirements for select mobile computers and handheld devices are as follows:

1. a.Apple iOS devices running the latest iOS release;
2. b.Android OS devices running the latest Android OS release;
3. c.Language: English, Arabic, Italian, German, Spanish, French, Chinese.

The current version of the Licensed Application software may be upgraded, patched, fixed or modified from time to time to add support for any existing or new functions and services. The Software Requirements may consequently vary, and any such changes will be notified to the Facility by the Provider.

If the Facility receives an update, fix or patch to the Licensed Application, the Facility accepts any additional or different terms that are applicable to such update, fix or patch that are specified in the accompanying licence information. If no additional or different terms are provided, then the update, fix or patch is subject solely to this Agreement. If the Licensed Application is replaced by an update, the Facility agrees to promptly discontinue its use of the replaced Licensed Application.

The Facility agrees and warrants that it will comply with any end user terms which are stipulated by the Provider in connection with the Licensed Application. The Facility also agrees and warrants that it will procure similar obligations from any and all users who are provided access to the Licensed Application by it or on its behalf.

When notifying a defect or error, the Facility must (so far as it is able) provide the Provider with a documented example of such defect or error.

The Facility acknowledges that the Licensed Application has not been prepared to meet the Facility’s individual requirements. The Provider will not be liable for any failure of the Licensed Application to provide any feature or function not agreed by the Parties in writing.

The Facility undertakes not to:

1. a.use, copy, modify or distribute the Licensed Application or any part thereof except as expressly permitted by the Provider;
2. b.reverse assemble, reverse compile, otherwise translate, or reverse engineer the Licensed Application or any part thereof, except as expressly permitted by law without the possibility of contractual waiver;
3. c.use any of the Licensed Application’s components, files, modules, audio-visual content, or related licensed materials or any parts thereof separately from the Licensed Application; or
4. d.sublicense, rent, or lease the Licensed Application or any part thereof.

The Facility hereby represents and warrants to the Provider that the Facility has not been induced to enter into this Agreement by any representations or warranties, whether oral or in writing, except as specifically contained in this Agreement, and the Facility hereby irrevocably and unconditionally waives any right it may have to claim damages for any misrepresentation not contained in this Agreement or for breach of any warranty not contained herein (unless such misrepresentation or warranty was made fraudulently) and/or to rescind this Agreement.

Without prejudice to the foregoing, the Provider does not warrant that the use or operation of the Licensed Application will be uninterrupted or error free.

The Licensed Application is provided on an ‘as is, as available’ basis without warranty of any kind, either express or implied, including but not limited to any implied warranties of fitness for a particular purpose, quality, suitability, truth, accuracy or completeness, title, or non-infringement, other than those which are implied by and incapable of exclusion, restriction or modification under applicable law in the applicable jurisdiction.

The Provider makes no representations or warranties whatsoever about any third-party website, content or application which the Facility, its partners, affiliates, subsidiaries, employees, assigns or end users may access through the Licensed Application. The Facility acknowledges that any third-party website, content or application is completely independent and that the Provider has no control over such third-party website, content or application. The Facility agrees and acknowledges that the Provider is not responsible to it or its partners, affiliates, subsidiaries, employees, assigns or end users for any transmission problems of downloaded or otherwise used content of this Licensed Application or any form of website or usage downtime.

The Facility agrees and acknowledges that it and its partners, affiliates, subsidiaries, employees, assigns or end users will be solely responsible for any damage to their equipment, computer systems or loss of data that results from the download or use of material or data relating to the Licensed Applications.

The Intellectual Property in or in relation to or resulting from the Licensed Application, of whatever nature, whether now known or later devised, is and shall remain the exclusive property of the Provider or its licensors, who reserve the right to grant licences to use the Licensed Application to third parties.

The following provisions set out the Provider’s entire liability (including any liability for the acts and omissions of its employees, agents, partners, affiliates, assigns and sub-contractors) to the Facility in respect of:

1. a.any breach of its contractual obligations arising under this Agreement; and
2. b.any representation, statement or tortious act or omission including negligence (but excluding any of the same made fraudulently) arising under or in connection with this Agreement.

Subject to the exceptions set out in clauses 27 and 28, any act or omission on the part of the Provider or its employees, agents, partners, affiliates, assigns or sub-contractors falling within clause 25 shall for the purposes of this Agreement be known as an “Event of Default”.

The Facility agrees and acknowledges that the Provider will not be liable in any manner and under any circumstances for any content or data which is created, stored or published in connection with or resulting from the Licensed Application.

The Provider will not be liable to the Facility in respect of any Event of Default for loss of profits, goodwill or any type of special, indirect or consequential loss (including loss or damage suffered by the Facility as a result of an action brought by a third party) even if such loss was reasonably foreseeable, or the Provider had been advised of the possibility of the Facility incurring the same.

The Facility hereby agrees to afford the Provider not less than thirty (30) business days (following notification thereof by the Facility) in which to remedy any Event of Default hereunder.

Unless terminated earlier in accordance with the following provisions, this Agreement shall be valid for a period of three (3) calendar months from the Delivery Date. Thereafter, the Agreement shall be deemed to be automatically renewed, subject to the Facility’s payment of any amounts which are due in accordance with this Agreement, unless either Party notifies the other Party in writing at least 30 days in advance that it does not intend to renew the Agreement.

Either Party may terminate the Licence at any time by giving at least 30 days’ prior written notice to the other Party, subject to the other provisions of this section.

Either Party may terminate the Licence forthwith on giving notice in writing in the event the other Party shall have a receiver or administrative receiver appointed of it or over any part of its undertaking or assets, or shall pass a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction), or a court of competent jurisdiction shall make an order to that effect, or if the Facility shall enter into any voluntary arrangement with its creditors or shall become subject to an administration order or shall cease to carry on business.

The Provider may, at its sole discretion, terminate the Licence forthwith on giving notice in writing to the Facility if:

1. a.the Facility commits any material breach of any term of this Agreement and (in the case of a breach capable of being remedied) shall have failed, within 30 days after the receipt of a request in writing from the Provider to do so, to remedy the breach (such request to contain a warning of the Provider’s intention to terminate); or
2. b.the Facility permanently discontinues the use of the Licensed Application.

Immediately upon the termination, expiry or non-renewal of the Licence, the Facility will act upon the directions and option of the Provider and return, erase, destroy or procure the return, erasure or destruction of the Licensed Application.

Immediately upon the termination, expiry or non-renewal of the Licence, the Facility will fully settle any outstanding payments which are due to the Provider in the manner directed by the Provider.

The Parties agree that following the termination of this Agreement for any reason whatsoever, the Provider will continue to receive the benefit of any products, services or barter elements which are agreed prior to such event.