Online Golf Facility – Technology Contract (Ireland)

The Provider has agreed to grant the Facility a non-exclusive license to use the licensed technology currently known as “Back9 Applications” herein referred to as ‘the Technology’ upon the terms and conditions contained in the Agreement.

1. Definitions

For the purposes of this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

“Add on” means goods and services that can be offered by the Facility and added on to a booking as the User makes a purchase;

“Adminium” means administration system; the secure web portal provided to the Facility to manage inventory, Rates, memberships, booking windows, posts, offers, etc. on the Technology;

“Booking API” means the software available for a third party to connect access, book and pay for tee times provided by the Facility on their own digital platform;

“Booking Profile” means the User account created when a booking is made using the Technology. The Facility can view the Users in the ‘Profile’ tab of Adminium. The name, email, mobile number, booking history, memberships, total spend and reward points etc. are automatically saved by the software;

“Concierge” means the software used by an approved third party to access, book and pay for tee times provided by the Facility;

“Web Widget” means a clickable ‘Book Now’ button which can be added to the Facility’s website bringing Users to a secure booking page which uses the API;

“Daily Rate” means the price uploaded by the Facility into Adminium technology for each relevant User type;

“Database” means all Users on the Technology who have formed a profile and given their approval to receive communication from the Provider and their contracted partners. 

“Delivery Date” means the date on which the Licensed Technology is made available to the Facility by the Provider and the start date for this Agreement;

“Designated Bank Account” means the designated bank account or accounts of the Facility for receiving payments made by the Provider pursuant to this Agreement.  

“Event of Default” shall mean the acts and omissions of the Provider’s employees, agents, partners, affiliates, assigns and sub-contractors to the Facility in respect of any breach of its contractual obligations arising under this Agreement and 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.

“3rd Party Booking System” means any Tee Sheet provided by a supplier other than Back9,, to the Facility and software that the Provider may be integrated with;

“Facility Database” means all Users who have registered on the Technology through the Facility and the approved Network’s websites that have given their approval to receive communication from the Provider and their Partners;  

“Fees” means the fees chargeable by the Provider to the Facility as set out in the Confirmation Order.

“Goods and Services” means a variety of goods and services including, but not limited to, the provision of access to or the use of golf course and lesson booking systems, vouchers, food and beverage and retail payment, mobile gifting solutions, feedback services, User/member loyalty schemes, promotional and advertising services;

“Groups” means a collection of individuals identified in Adminium that the Facility can offer a specific set of rules to. An example of this would be membership types like premium cards, golf federation and club members;

“Intellectual Property” means any and all intellectual property in or in relation to the Licensed Application (defined below) including (i) copyrights and other rights associated with works of authorship throughout the world, including neighboring rights, moral rights, and mask works, (ii) trade secrets and other confidential information, (iii) patents, patent disclosures and all rights in inventions (whether patentable or not), (iv) trademarks, trade names, Internet domain names, and registrations and applications for the registration thereof together with all of the goodwill associated therewith, (v) all other intellectual and industrial property rights of every kind and nature throughout the world and however designated, whether arising by operation of law, contract, license, or otherwise, and (vi) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter in effect;

“License” means the license granted by the Provider to the Facility under this Agreement; 

“Licensed Application” means the software provided or made available by the Provider to the Facility in any form, to enable it and its partners and affiliates which are authorized by the Provider under this License, to offer and promote their Goods and Services to third parties through the use of desktop, mobile computers and hand-held devices and any upgrades, modifications, trial or beta versions of the same which may be provided or made available to the Facility in any form from time to time and any other software or documentation which enables the use of such licensed software, modifications, trial/beta versions and upgrades, currently known as the Technology;

“License Fee” means the license fees payable by the Facility either annually, bi-annually (every six (6) months) or monthly fee (at the Facility’s option), payable by the Facility to the Provider for the provision of all software, hardware, maintenance, evolution and direct access to the Provider’s Technology as set out in Clause 5;

“Marketing Campaign” means one HTML email and one push notification sent to Users on approved digital platforms;

“Minimum Rate” means the lowest value the Technology will sell a Facility’s Rate on any digital platform. This is a mechanism to protect the Facility when dynamic or complicated pricing rules are activated;

“Network” means a collection of Users that have access to multiple facilities in different locations, an example of this would be when multiple facilities are owned and/or operated by an entity such as Troon Golf;

“Package” means a group of goods and services from one Facility, offering Users an aggregated marginalized price when paying for everything at the time of booking;

“Payment gateway” means the Provider’s chosen payment gateway supplier which will be Stripe in this region;

“Payment gateway fee” means the commission charged by the chosen provider to process the credit or debit card transaction; 

“Payment processing fee” means the total value of the payment gateway, payment management and transaction fees;

“Points” means the numerical reward system accrued by Users across the Technology when purchasing goods and services from time to time;

“Post-paid” booking means goods and services where the User’s payment is not collected by the Provider and is collected at the Facility. The Provider will charge to the Facility the agreed Fees in this case;

“Pre-paid” booking means goods and services where the User’s payment is collected by the Provider, as per the agreed terms in the Confirmation Order, before a tee time;

“Presentment Currency” means the currency chosen by the Facility and displayed to a User when purchasing goods and services through the Technology at the Facility;

“Rack Rate” means the Rate created by a Facility available to Users throughout the year. This Rate will be used if no other Rate is found by the Technology and can be used as the core Rate to set-up dynamic pricing;

“Rate” means the amount in the Presentment Currency decided by the Facility which is chargeable to Users as described in Clause 2.

“Reconciliation” means the accounts reconciliation process, conducted by the Provider on a quarterly or monthly basis, depending on the volume of bookings for the Facility to determine the amounts owed to the Provider and/or to be paid by the Provider to the Facility as per the terms of this Agreement.

“Split Payments” means the capability to expedite remittances by automatically sending payments to a Facility’s preferred bank account upon agreed terms;

“Technical Support” means the support provided to the Facility by the Provider in relation to the usage of the Licensed Application.

“Technology” means any website, mobile application, administration system and integrated software created, owned or contracted by the Provider and approved by the Facility to display their goods and services;

“Transaction fee” means the fee charged by the Payment Gateway and added to every payment processed; 

“User” means any person who creates a Profile through using the Technology.

2. Rates

a. The rates are prices (including any additional taxes) for each User type uploaded by the Facility to Adminium and apply to any golfer who books and pays through the Technology (“Rates”).

b. The Rates available to display and buy on the Provider’s digital platforms are created by the Facility in Adminium.

c. The Facility will add a Rate using the allocated pricing channel using the relevant Booking System, this channel is used to integrate the Facility’s tee time availability with the Technology.

d. The Facility will be provided with secure access to the Adminium System for Rate, inventory and discount management.

e. The Facility’s Rates shall exclusively be subject to discounts or modifications through Adminium.

f. A Minimum Rate is recommended to be set by the Provider which will limit the value of any dynamic price or discount activated by the Facility.

g. The Provider and Facility shall mutually agree upon the commissions and fees applicable to any additional Rate types prior to their introduction to Users via the Technology during the term of this Agreement.

3. Booking System

a. The Provider will make all bookings using the information provided by the Facility in Adminium. All bookings will be processed by the mutually agreed internet, web and mobile applications. Any other relevant platform which will correspond to the access granted by the Facility.

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

c. The Provider will only issue on its own behalf an email confirmation of payment receipt, to Users by email showing the Username, date, tee-time, the gross total amount paid, and any other relevant information as may be required by law. 

d. The limited time which the user has to make a booking for particular goods and services (“Booking Window”) for approved Rate types will be determined in Adminium. The Provider will always abide by the predetermined rules set by the Facility in Adminium when a Rate has a limited Booking Window.

4. Payment Terms

a. The Facility agrees to remit the License Fee in advance, with the option to choose payment intervals either annually, bi-annually (every six (6) months), or monthly. The Provider may apply a discount to the License Fee structure for the Facility based on the selected payment interval when the Facility opts to pay the License Fee upfront for either annually or bi-annually in advance. Monthly payments shall not qualify for any discount. 

b. The Facility will be granted access to view and monitor payments collected within the ‘Statements’ sections of Adminium, which is the designated system for tracking payment information. The Facility will have the capability to export this payment data from Adminium, enabling them to reconcile and align it with their accounting software for financial record-keeping and Reconciliation processes.

c. The Provider shall be invoiced by the Facility for the total value of all goods and services purchased in the period invoiced.

d. The Provider and the Facility will agree in writing on any discrepancies in reconciliation between the total amount due and received every one (1) month with the appropriate invoices issued accordingly.

e. Failure to pay the account balance which is due to the Provider in a full and timely manner may result in suspension of either the Provider or Facility accounts.

5. Remuneration to Provider

The remuneration to the Provider for the provision of the relevant Technology shall be as follows:

  1. The Provider will invoice the Facility for the total monthly value of Fees as set out in the Confirmation Order due for the licensed Technology.
  2. The Provider will send payments to the Facility’s preferred bank account as per the agreed terms in the Confirmation Order.
  3. Any Payment Gateway fees, Payment Management fees and Transaction fees, are set out in the Confirmation Order.
  4. Commissions and fees for approved Provider Technology are set out in the Confirmation Order.

For the avoidance of doubt, commissions, taxes or deductions approved by the Facility will be automatically deducted by the Provider via Stripe Connect before disbursement to the Facility.

6. Billing

a. The Provider will raise a monthly tax invoice in Adminium and a physical invoice will be sent to the Facility for all Fees, excluding the monthly fees for the Technology, calculated on the total value of all goods and services purchased by Users and collected by the Provider on behalf of the Facility. The Provider will also attach with the tax invoice a list of the total bookings and purchases made in relation to the calculation of the Fees.

b.  For the avoidance of doubt, the Provider shall issue a separate monthly invoice to the Facility for the monthly fees for the Technology, as stipulated in the Confirmation Order.

c. If there are any changes to the commercial structure of a Group that is provided a Rate through the Technology, a new Fee percentage will be negotiated between the Facility and the Provider for this Group. Any changes to the Fees payable to the Provider by the Facility shall be agreed in writing by the Parties.

d. The Facility will have access to all payments collected in the ‘Payout Reports’ sections of Adminium.

7. Cancellations, Refunds, ‘No Shows’ and Alterations
  1. The Technology will not take a booking without a valid pre-authorized credit card from the User, processing the agreed booking fees before a tee time.
  2. The User will not be liable for the value of a booking when it is canceled more than the agreed terms before a tee time.
  3. If the Technology cannot collect the value of the booking before the tee time, the Facility will be notified by email and in Adminium.
  4. The Facility will decide the status of a booking when payment collection has not been successfully collected by the Provider before a tee time. The Facility will undertake the responsibility to cancel the tee time or collect payment from the User before the tee time. If a booking is not canceled by the Facility it will be referred to as ‘Post Paid’ in Adminium and recognised in the monthly reconciliation report. The Provider will charge the agreed Fees to the Facility when a ‘Post Paid’ booking is accepted by the Facility.
  5. The Provider will not be charged by the Facility or liable for the value of a ‘Post Paid’ booking if the Facility accepts or does not cancel a booking and fails to collect payment.
  6. ​​If a User chooses to dispute a transaction at the Facility and the Provider is unsuccessful in collecting the disputed amount from the Payment Gateway, the Provider will not be held liable for the amount due, and it will become the responsibility of the Facility to collect payment directly from the User.
  7. If the dispute of a transaction, as outlined in sub-clause 7(f), escalates to involve the User’s bank and the Provider‘s Payment Gateway, the Provider shall not bear any liability for the disputed amount. The Facility shall assume sole responsibility for the recovery of such amount from the User.
  8. The Provider has a no refund policy on the Technology. If the Facility chooses to refund a User for a purchase and this falls outside the agreed terms in the Confirmation Order, or has any cost that cannot be recovered, this will be charged to the Facility by the Provider.
  9. The Facility can refund the value of a booking in Points which can be attached to a User’s profile and spent on the Technology the points were earned on.

The Facility will give a minimum of seven (7) days’ notice to the Provider if any alteration of a booking is required. This will be communicated to the User directly and notified to the Provider seven (7) days in advance when possible. Any change in Fees as a result of the alteration shall be calculated and payable by the Facility to the Provider.

8. Reward Points

a. Points can only be used for payments made through the Technology and cannot be utilized outside of the Technology at the Facility.

b. The Facility will always receive the full monetary value of a transaction when Points are used in purchasing goods and services on the Technology.

c. When a user’s Points are used when making a payment, this value is recognized as an outstanding payment and will be reconciled as per the terms of clause 4f.

9. Delivery of the Technology

Shall be deemed complete on the Delivery Date which will be recognized in the Confirmation Order

10. Data

a. The Provider shall own any data which is processed on, utilizing or resulting from the use of the Technology or any part thereof. The Facility will be granted a license to commercially exploit the data specific to the bookings made only for the Facility, either alone or in conjunction with any third party on terms to be specifically agreed with the Provider.

11. Licensed Applications

a. The Licensed Applications may be utilized 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”).

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

i. Apple iOS devices running the latest iOS release;

ii. Android OS devices running the latest Android OS release; and

iii. Languages: English, Arabic, Italian, German, Spanish, French, Chinese

c. The current versions of the Licensed Applications 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.

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

e. 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 Applications. The Facility also agrees and warrants that it will procure similar obligations from any and all Users who are provided access to the Licensed Applications by it or on its behalf.

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

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

h. The Facility undertakes not to:

i. use, copy, modify or distribute the Licensed Applications or any part thereof except as expressly permitted by the Provider;

ii. 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;

iii. 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

iv. sublicense, rent, or lease the Licensed Applications or any part thereof to any third party.

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

j. The Licensed Applications are 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.

k. 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 Applications. 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. 

l. The Facility agrees and acknowledges that the Provider is not responsible to the Facility’s or its partners, affiliates, subsidiaries, employees, assigns or end Users for any transmission problems of downloaded or otherwise used content of these Licensed Applications or any form of website or usage downtime.

m. The Facility agrees and acknowledges that they and their 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.

n. The Intellectual Property associated with or arising from the Licensed Applications, whether currently known or developed in the future, shall be and remain the exclusive property of the Provider. The Provider retains the right to grant licenses to third parties for the use of the Licensed Applications. The Facility agrees not to directly or indirectly sublicense the Licensed Applications to any third party in any manner whatsoever.

o. The License 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.

12. Representations and Warranties

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 any claim for damages or rescission of this Agreement may only be brought in the event that such representations are proven to have been fraudulently made or such warranties have been breached.

13. Liability and Event of Default

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 any breach of its contractual obligations arising under this Agreement and 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 (Event of Default).

a. 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 Applications.

b. The Provider’s entire liability in respect of any Event of Default shall be limited to damages of an amount equal to:

i. one hundred percent (100%) of the aggregate of the total License Fee, paid in the immediately preceding year; and

ii. fifty percent (50%) of the aggregate of the total License Fee, paid in the immediately preceding year, in the case of any subsequent Event of Default.

c. 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.

d. 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.

e. The Provider shall have no liability to the Facility in respect of any Event of Default unless the Facility shall have served notice of the same upon the Provider within thirty (30) business days of the date it became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become so aware.

14. Term and Termination

a. Unless terminated earlier in accordance with the following provisions of this clause this Agreement shall be valid for a period of twelve (12) calendar months from the Effective Date.

b. Thereafter, the Agreement shall be deemed to be automatically renewed by mutual consent for twelve (12) months unless;

i. the Facility’s payment of any amounts remain due to the Provider in accordance with this Agreement; or;

ii. either Party notifies the other Party in writing that it does not intend to renew the Agreement, at least thirty (30) days in advance.

c. Either Party may terminate the Agreement at any time by giving at least thirty (30) days’ prior written notice to the other Party subject to the other provisions of this clause.

d. Either Party may terminate the Agreement 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.

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

i. 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 sixty (60) days after the receipt of a request in writing from the Provider so to do, to remedy the breach (such request to contain a warning of the Provider’s intention to terminate).

f. The Provider and Facility by way of mutual consent may, terminate the License forthwith on giving notice in writing to the Facility if:

i. 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; or

ii. the Facility has permanently discontinued the use of the Licensed Applications.

g. Immediately upon the termination, expiry or non-renewal of the License 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 Applications;

h. Immediately upon the termination, expiry or non-renewal of the License the Facility and the Provider will fully settle all outstanding payments which are due to each other in the manner directed by the Provider;

i. Immediately upon the termination, expiry or non-renewal of the License the Provider shall support the Facility in exporting the relevant data from the Technology in a CSV file.

j. The Parties agree that following the termination of this Agreement for any reason whatsoever, the Provider will continue to receive the benefit of any goods, services or barter elements which were facilitated prior to termination.

15. Technical Support

a. With effect from the Delivery Date and for the duration of this Agreement the Provider will offer Technical Support in relation to the Technology. 

b. Technical Support shall comprise the use of the Licensed Applications, forthcoming modifications, updates, fixes and patches for the same and the diagnosis of faults.

c. Technical Support may be carried out by way of information and advice by telephone, electronic means (including email), remotely or by attendance on site as determined by the Provider in its absolute discretion.

d. The Facility agrees to pay the Provider a charge based on the Provider’s daily Rate Card for the provision of additional Technical Support. Such charges shall be payable by the Facility (together with any applicable taxes) within thirty (30) days of receipt of an invoice. Details of the Provider Rate Card will be shared with the Facility upon request.

16. Taxation

a. Any amounts collected by the Technology from the User for any bookings shall be on behalf of the Facility. 

b. Once payment is received from the User, the Provider shall only issue a confirmation of payment receipt for the bookings to the User on the Provider’s behalf.

c. It shall be the sole responsibility of the Facility to issue and present a physical tax invoice to the User for bookings within fourteen (14) days of the booking being made, showing a breakdown of the VAT and any other applicable tax. 

d. The Provider will issue and send a physical tax invoice to the Facility for the total value of all Fees attaching the list of the total bookings made fourteen (14) days prior to the issue of the invoice with such bookings being relevant to the calculation of the Fees attached. 

e. The Provider shall use appropriate accounting software for invoice generation in accordance with their relevant Federal Tax Authority requirements.

f. It is the Facility’s sole obligation to use appropriate accounting software for invoice generation in accordance with their  Federal Tax Authority requirements.  

g. In the event that the Facility requires an invoice to be issued to the Provider, the invoice shall only include details of the services provided by the Provider to the Facility, including specifically, the tee time, payment gateway, payment management, and transaction fees due to the Provider and VAT applicable on such fees. Any charges applicable to the User or to any other third party by the Facility are not relevant to the Provider and must not be included.

h. The Provider, upon receiving a tax invoice from the Facility, shall forward any collected amounts from the User for the bookings made on behalf of the Facility (after deduction of the Provider’s Fees) to the Facility.

i. It is the responsibility of the Facility to adhere to all taxation laws and regulations applicable in its country of location, including collection, filing and payment of any VAT or taxes.

j. The Facility shall indemnify, and keep indemnified, the Provider to the fullest extent in the case of any breach of the Facility’s obligations under any applicable taxation law.

k. If a payment due from the Facility is subject to any taxes, the Provider shall be entitled to receive from the Facility such amounts as shall ensure that the net receipt, after tax, to the Provider in respect of the payment is the same as it would have been were the payment not subject to tax. For the avoidance of doubt, all sums payable to the Provider under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

17. Exclusions

The Facility reserves the right to offer special ‘local and visitor’ promotions at their own discretion. The purchase of these specials by the Provider and subsequent re-sale is strictly not permitted under the terms of this Agreement.

18. Law

When a User makes a purchase using the technology at a Facility in the United Kindom or Ireland, this Agreement shall be governed by and construed in accordance with the laws in force of that country. All disputes and differences whatsoever arising out of, or in connection with this Agreement, or the construction or application of this Agreement (or any part of it) shall submit to the relevant court of that country and both parties consent to the jurisdiction of such a court.

19. Force Majeure

Neither Party shall be liable for the consequences of any delay in performance or non-performance of any of its obligations under this Agreement if that delay or non-performance is caused by any circumstance beyond its reasonable control (including acts of God, epidemics, pandemics, outbreak of hostilities, riot, civil disturbance, acts of terrorism, the act of any government or governmental authority (including refusal or revocation of any license or consent or restriction of movement), fire, explosion, flood, power failure, failure of telecommunication lines or any strike, lock out or other form of industrial action) and the affected Party has notified the other Party of such circumstance. Where the delay or failure continues for a period in excess of seven (7) days, the Parties shall enter into bona fide discussions to agree upon such alternative arrangements as may be appropriate