- 1. Introduction
- 2. About these terms
- 3. How we may use personal information
- 4. Our rights to make changes to the platform and these terms
- 5. Other important terms that apply to both Attendees and Organisers
- TERMS APPLICABLE ONLY TO ATTENDEES
- 6. About these terms if you are an Attendee
- 7. Information about you
- 9. Price and payments
- 10. If there is a problem with an Event
- 11. Cancellation rights
- 12. Refunds
- 13. Our responsibility for loss or damage suffered by you
- TERMS APPLICABLE ONLY TO ORGANISERS
- 14. About these terms if you are an Organiser
- 15. Advertising Events on our platform
- 16. Charges and payment
- 17. Organiser’s obligations
- 18. Cancellation and refunds
- 19. Intellectual Property Rights
- 20. Indemnity
- 21. Our responsibility for loss or damage suffered by you if you are an Organiser
- 22. Confidentiality
- 23. Termination, consequences of termination and survival
- 24. Events outside our control
- 25. Non-solicitation
- 26. Communications between us
1.1 Who we are. We are Foogin Ltd, a company registered in England and Wales under company number 8124880 and with our registered office at 21 Bayliss Heights, 8 Peartree Way, London, UK, SE10 0GX. We operate the website www.foogin.com.
1.2 What services we provide. We operate a platform which allows third party traders (‘Organisers’ or ‘Instructors’) to advertise wellness services, classes, events and other activities listed on our website from time to time (‘Classes’ or ‘Events’) to consumers (‘Attendees’). Attendees may enquire about and book these Events via our website.
1.3 How to contact us. To contact us, please email us at email@example.com.
1.4 How we may contact you. If we have to contact you, we will do so by telephone or by writing to you at the email address you provided to us in your booking or registration.
1.5 ‘Writing’ includes emails. When we use the words ‘writing’ or ‘written’ in these terms, this includes emails.
2. About these terms
2.1 What these terms cover. These are the terms and conditions on which we supply our services to you.
2.2 Why you should read them. Please read these terms carefully before you submit your booking to us. These terms tell you who we are, how we will provide Events to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.
2.3 Are you Organiser or an Attendee? In some areas you will have different rights under these terms depending on whether you are a business providing activities on our platform (‘Organiser’) or a consumer wishing to buy Credits or book Events on our platform (‘Attendee’). Provisions specific to Attendees only can be found in section ‘TERMS APPLICABLE ONLY TO ATTENDEES‘ and those specific to Organisers only can be found in section ‘Terms applicable only to Organisers‘
2.4 Legal relationship between Organisers and Attendees. This contract relates to the operation of the platform by us to Organisers and Attendees. It does not relate to the provision of Events by the Organisers to Attendees. We are authorised to accept bookings made by Attendees on the Organisers’ behalf and, when we accept a booking made by an Attendee, a contract will be formed directly between the Organiser and the Attendee. For clarity, all Events are provided by the relevant Organiser and we are not responsible for organising or delivering the Events themselves.
3. How we may use personal information
3.1 How we will use your personal information. We will only use your personal information as set out in our https://foogin.com/privacy/.
3.2 How Stripe will use your personal information. We use Stripe as our payment services provider. As part of those services, Stripe will have access to and will process your personal information including name, billing address and payment details. You can find out more about how Stripe processes payments and personal data on their website: https://stripe.com/gb/privacy
4. Our rights to make changes to the platform and these terms
4.1 Minor changes to these terms or the platform. We may change these terms or the platform:
(a) to reflect changes in relevant laws and regulatory requirements, for example as a result of the UK leaving the European Union; and
(b) to implement minor technical adjustments and improvements, for example to address a security threat. These changes should not affect your use of the platform in a material way, and we will let you know of any material changes.
4.2 More significant changes to these terms and the platform. In addition, we may make other changes to these terms or the platform from time to time. We will always notify you of any changes we have made and we will use our best endeavours to give you at least 15 days’ notice of any material changes. We will normally do this by email so please make sure we have an up to date email address for you.
4.3 Your copy. You should print off a copy of these Terms or save them to your computer for future reference.
5. Other important terms that apply to both Attendees and Organisers
5.1 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.
5.2 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract. You may only assign or transfer your rights or your obligations under these terms to another person if we agree in writing.
5.3 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
5.4 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if your payment is unsuccessful and we do not chase you but and you are able to access the Event you have booked, we can still require you to make the payment at a later date.
TERMS APPLICABLE ONLY TO ATTENDEES
6. About these terms if you are an Attendee
6.1 What services we provide to Attendees. We operate a platform which allows Organisers to advertise wellness services, classes, events and other activities listed on our website to Attendees. As an Attendee, you may enquire about and book these Events via our website.
6.2 Your relationship with Organisers. You should note that, when you book an Event through our website, you are purchasing the Event directly from the relevant Organiser. We are not responsible for organising or delivering the Events themselves. It is important that you familiarise yourself with any terms and conditions as provided by the Organisers as they will set out details of the relationship between you and the Organisers.
6.3 Which laws apply to this contract and where you may bring legal proceedings if you are an Attendee. These terms are governed by English law and you can bring legal proceedings in the English courts. If you live in Scotland, you can bring legal proceedings in either the Scottish or the English courts. If you live in Northern Ireland, you can bring legal proceedings in either the Northern Irish or the English courts.
7. Information about you
7.1 Minimum age of Attendees. If you are an Attendee, you may only book Events from our site if you are at least 18 years old or have parental consent or consent of your legal guardian.
7.2 All Attendees must be consumers. AllEvents are advertised and sold to you on the basis that you are a consumer. We do not advertise or sell Events to businesses. By booking an Event through our platform, you warrant and represent to us that you are a consumer. You are a consumer if:
(a) You are an individual.
(b) You are booking Events from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).
7.3 We are not liable for business losses. If you are an Organiser or use the platform Service for any commercial, business or re-sale purpose, our liability to you will be limited as set out in clause 21.
8. How Attendees can book Events
8.1 Enquiring about and booking Events. As an Attendee, you may enquire about and book Events advertised on our website from time to time. All Events are advertised by Organisers and are subject to availability.
8.2 Restrictions and special requirements. Certain Events may be subject to restrictions or minimum or maximum requirements as specified by Organisers. These may include requirements about age, health, fitness level, height or weight. We strongly recommend that you take the time to review any terms and conditions provided by the Organisers in relation to the Events before making any purchase to avoid disappointment.
8.3 Making a booking. Please follow the onscreen prompts to make a booking. You may only make a booking using the method set out on our website and you cannot make a booking e.g. by telephoning or emailing us. Each booking request is an offer by you to buy the services, being events, specified in the order (“Events”) subject to these terms and conditions.
8.4 Correcting input errors. Our online booking process allows you to check and amend any errors before submitting your booking request to us. Please check your booking form carefully before confirming your booking. You are responsible for ensuring that your booking is complete and accurate.
8.5 Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your booking has been accepted. Our acceptance of your order will take place as described in clause 8.6.
8.6 How we will accept your booking. Once you make a booking request, we will accept it on the Organiser’s behalf. Our acceptance of your booking takes place when we email you to accept it, at which point a contract will come into existence between you and the Organiser. Please make sure you familiarise yourself with any terms and conditions provided by the Organisers in relation to the Events before making a booking.
8.7 If we cannot accept your booking. If we are unable to accept your booking on the Organiser’s behalf, we will inform you of this by email and will not charge you for the booking. This might be because the relevant Event has been fully booked or because the Organiser has identified an error in the price or description of the Event.
8.8 Your booking number. We will assign a booking number to your booking and tell you what it is when we accept your booking. It will help us if you can tell us the booking number whenever you contact us about your booking.
8.9 We cannot make changes to the Events. If you wish to make a change to the Event after you have made a booking, for example if you would like to change to another Event, please contact the Organiser directly.
9. Price and payments
9.1 Where to find the price for the Event. The price of the Event will be the price indicated on the booking pages when you placed your booking. We take all reasonable care to ensure that the price of the Events advertised to you are correct. However, please note that the prices are set by the Organisers and we do not control the prices advertised on our website. Please see clause 9.2 for what happens if we discover an error in the price of the Event after you have made a booking.
9.2 All prices advertised are in British pounds While our website may display prices in your local currency (depending on where you are), all prices advertised are in British pounds. If you are able to see prices in your local currency, please note that the price is an estimation of the price you will pay based on the current exchange rates. All bookings are paid for through Stripe. When you submit your booking request, Stripe will charge your card in your local currency (the currency of the bank account linked to your payment card) at the current exchange rates applied by Stripe at the time you check out.
9.3 What happens if we discover an error in the prices advertised on our website. We ask Organisers to check prices carefully before posting any Events on our website. However, it is always possible that, despite the Organiser’s best efforts, some of the Events advertised on our website may be incorrectly priced. If we accept and process your booking on an Organiser’s behalf where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, the Organiser may end the contract and refund you any sums you have paid.
9.4 How you can pay. All bookings are paid for through Stripe. Please note that your use of Stripe is governed by Stripe’s terms and conditions. Stripe will prompt you to read them during the order process and we strongly recommend that you read them carefully before making a booking. You can find out more about how Stripe processes payments and personal data on their website: https://stripe.com/gb/privacy
10. If there is a problem with an Event
10.1 Your key legal rights. Because you are a consumer, Organisers are under a legal duty to supply products (including services) that are in conformity with your contract with them. See the box below for a summary of your key legal rights in relation to the products. Nothing in these terms or the Organisers’ terms and conditions will affect your legal rights.
|Summary of your key legal rights This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06. As the Events are classed as services, the Consumer Rights Act 2015 says:|
a) You can ask the Organiser to repeat or fix a service if it’s not carried out with reasonable care and skill, or get some money back if they can’t fix it.
b) If you haven’t agreed a price beforehand, what you’re asked to pay must be reasonable.
c) If you haven’t agreed a time beforehand, it must be carried out within a reasonable time.
10.2 How to resolve disputes. You are contracting directly with the Organiser and you should always contact the Organiser first to try to resolve any issues.
10.3 If you can’t resolve your dispute with the Organiser. We’re here to help. You should always contact the Organiser first to try to resolve any issues, but if you can’t come to an agreement within 30 days of the date you first raise the issue with the Organiser, you can appeal to us by emailing firstname.lastname@example.org and we will try to find a resolution on your behalf.
10.4 Alternative dispute resolution. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are a consumer and you are not happy with how we have handled any complaint, you may want to contact an alternative dispute resolution provider. Such providers do not normally charge consumers for making a complaint and if you are not satisfied with the outcome you can still bring legal proceedings, including in court. In addition, please note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform: https://ec.europa.eu/consumers/odr/.
11. Cancellation rights
11.1 If you wish to cancel a booking. We are not responsible for organising or delivering the Events themselves and we cannot issue refunds on Organisers’ behalf. It is important that you familiarise yourself with any terms and conditions as provided by the Organisers as they will set out details of the relationship between you and the Organisers, including your cancellation rights. If you wish to cancel a booking, you should contact the Organiser directly.
11.2 Our minimum cancellation policy. Even though you are contracting directly with the Organiser, we specify our minimum required cancellation policy. Organisers can specify more generous cancellation rights in their own terms and conditions, but we ask them not to specify more restrictive cancellation rights. You can find our cancellation policy on our website under ‘Refund policy’. We have also summarised your key legal rights below.
11.3 Exercising your right to change your mind under the Consumer Contracts Regulations 2013 (‘cooling-off’ period). For most products (including goods, services and digital content) bought online, consumers have a legal right to change their mind within 14 days and receive a refund. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions. If you wish to cancel a booking, you should contact the Organiser directly.
11.4 When you do not have the right to change your mind. Your right as a consumer to change your mind does not apply in respect of services (including the Events), once these have been completed, even if the cooling-off period is still running.
12.1 How refunds work. We are not responsible for organising or delivering the Events themselves and we cannot issue refunds on the Organisers’ behalf, but we do specify our required minimum refund policy. If you are entitled to a refund under these terms (see clauses 10 and 11 above) we ask that Organisers refund you the price you paid for the Event, by the method you used for payment. However, they may make deductions from the price, as described below.
12.2 When Organisers may make deduction from refunds if you are cancelling within the cooling-off period. If you are a consumer exercising your right to change your mind (that is, if you are cancelling within the 14-day cooling-off period), the Organiser may deduct from any refund an amount for the supply of the Event for the period for which it was supplied, ending with the time when you told the Organiser you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full duration of the Event.
12.3 How this may work in practice. In practice, if you are cancelling a one-off Event and you are still within the cooling-off period, you are entitled to a full refund as long as you cancel at least 24 hours before the Event, or 80% of the price you paid if you cancel within 24 hours of the time the Event is scheduled to start. If you are cancelling an Event taking place over several days and you are still within the cooling-off period, you are entitled to a full refund as long as you cancel at least 24 hours before the time the first part of the Event is scheduled to start. If you cancel after that, the Organiser may deduct from any refund an amount for the supply of the Event for the period for which it was supplied, ending with the time when you told the Organiser you had changed your mind.
12.4 Our minimum refund policy for cancellations outside of the cooling-off period. If you are a consumer but are cancelling outside of the 14-day cooling-off period, you may not have a legal right to a refund and we recommend that you check the Organiser’s terms and conditions for details of its refund policy. Even though you are contracting directly with the Organiser, we specify our minimum required refund policy. Organisers can specify a more generous refund policy in their own terms and conditions, but we ask them not to specify a more restrictive refund policy. You can find our refund policy on our website under ‘Refund policy’.
13. Our responsibility for loss or damage suffered by you
13.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
13.2 We are not responsible for any loss or damage caused by the Organisers. We are not responsible for organising or delivering the Events themselves and we are not responsible for any loss or damage caused by any Organiser. It is important that you familiarise yourself with any terms and conditions as provided by the Organisers as they will set out details of the relationship between you and the Organisers, including your rights in case there are any problems.
13.3 We are not liable for business losses. If you are an Attendee, we only supply the Events for to you for domestic and private use. If you use the Events for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 21.
TERMS APPLICABLE ONLY TO ORGANISERS
14. About these terms if you are an Organiser
14.1 What services we provide to Organisers. We operate a platform which allows Organisers to advertise wellness services, classes, events and other activities listed on our website to Attendees. We also enable Attendees to enquire about and book these Events via our website.
14.2 Your relationship with Attendees. You should note that, when you advertise an Event through our website, you are authorising us to accept bookings to those Events on your behalf. Your legal relationship in relation to the Events, including payment terms, is directly with the Attendees. You should have your own terms and conditions setting out details of the relationship between you and the Attendees, including appropriate terms governing your liability in case there are any problems.
14.3 If you are an Organiser this is our entire agreement with you. If you are an Organiser, these terms constitute the entire agreement between us in relation to our services. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
14.4 Which laws apply to this contract and where you may bring legal proceedings if you are a business. If you are a business, any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
15. Advertising Events on our platform
15.1 How you can advertise Events on our platform. We operate a platform which allows Organisers to advertise wellness services, classes, events and other activities and events listed on our website to Attendees. You can find more information about how you can list Events https://foogin.com/help/.
15.2 Information about the Event. During the Event creation process you will be prompted to give Attendees information about the Event you would like to list on our platform. You should provide accurate information, including:
(a) Time, Time Zone, and date;
(b) Type of Event and indicative schedule (if the Event takes place over several days);
(c) Event description;
(d) Pictures associated with the event;
(e) Instructor name(s) and a brief summary of their background and experience;
(f) Details of any special requirements and/or equipment required; and
15.3 You are responsible for the pricing. Organisers are solely responsible for setting prices for the Events advertised on our platform. It is important that you check that the price is correct before you post an Event on our platform. We will not be responsible for any mistakes in the prices you advertise if an Attendee books an Event, and you must honour any bookings made through the platform. If you wish to cancel a booking made by an Attendee because you have made an error in the price, you are responsible for refunding the full amount paid by the Attendee, including the Service Fee paid to us under clause 16.1.All prices advertised are in British Pounds. While our website may display prices in the users’ local currency, all prices are processed in British Pounds. If you are able to set the prices in your local currency, please note that the price is an estimation of the price an Attendee will pay based on the current exchange rates from your currency to dollars. All bookings are paid for through Stripe. When an Attendee submits a booking request, Stripe will charge the Attendee’s card in their local currency (the currency of the bank account linked to the payment card) at the current exchange rates applied by Stripe at the time of check out. This means that you may receive a different amount from the price you have advertised, depending on the exchange rates from your currency to pounds and pounds to the Attendee’s local currency.
15.4 Your payout may be affected by exchange rates. By accepting these terms, you agree and acknowledge that any differences between the price you advertise and the amount you will receive will depend on the fluctuation of exchange rates over which we have no control, and you further agree that Foogin Ltd will not be liable for any losses you may suffer as a result of the fluctuation of exchange rates.
16. Charges and payment
16.1 How you must pay us. Organisers must pay us a Service Fee at the current rates advertised on our website from time to time. The Service Fee is calculated on a percentage of the price of the Events you advertise on our platform. To make payments simple for Organisers, we will deduct the applicable Service Fee from the total amount paid by an Attendee when they book an Event.
16.2 How we pay you. When an Attendee books an Event you advertise on our platform, we will pay you the amount paid by an Attendee, minus the applicable Service Fee, through Stripe. Depending on Stripe and your bank, payments can take up to 5 days to be credited to your bank.
16.3 Payments are processed by Stripe. All payments are processed by Stripe and are subject to the Stripe Connected Account Agreement (available at https://stripe.com/us/connect-account/legal) and the Stripe Services Agreement (available at https://stripe.com/us/legal) (collectively, the ‘Stripe Terms’). By accepting these terms and conditions and using our platform to receive payment proceeds, you agree to be bound by the Stripe Terms (as modified by Stripe from time to time). You can find out more about how Stripe processes payments and personal data on their website: https://stripe.com/gb/privacy
16.4 You need to create an account with Stripe. When you sign up to use the platform as an Organiser, you must also create an account with Stripe in order to be able to receive payments from us. Stripe will ask you to provide information about you, including billing details and information relating to your VAT status and tax residence. You can find out more about how Stripe processes payments and personal data on their website: https://stripe.com/gb/privacy
16.5 Authority to submit Actions on Stripe Connect. By accepting these terms, you authorise us to submit any Actions using Stripe Connect as may be necessary or which we may in our sole discretion deem desirable (acting reasonably), including the communication of information about transactions (including Service Fees and prices) and refunds, adjustments, the handling of disputes (including chargebacks), as well as other features as described in the Stripe Terms and Stripe Connect documentation (https://stripe.com/docs/connect). All capitalised terms in this clause shall have the meaning given to them in the Stripe Terms.
16.6 Conditions to payment processing. As a condition of us enabling payment processing services through Stripe, you authorise us to obtain all necessary access and perform all necessary activity on your Stripe Connected Account to facilitate your provision of the Events as contemplated by these terms and your relationship with us. As a further condition, you further agree to provide accurate and complete information about you and your business, and authorise us to share it with Stripe (and or allow Stripe to collect, use, retain, and disclose it) together with any transaction information for the purposes of facilitating of the payment processing services provided by Stripe.
16.7 You must comply with our minimum required refund policy. In addition to the Attendee’s legal rights to cancel and receive a refund, we specify our own minimum refund policy which can be found https://foogin.com/refund/. When you accept these terms, you agree to comply with our minimum refund policy.
16.8 If you need to issue a refund. If you have to issue a refund to an Attendee, you will be able to do this through Strip. If you need to issue a full refund because the Attendee has cancelled within the legal ‘cooling-off’ period, Stripe will charge us for the Service Fee you have paid to us. By accepting these terms, you agree that we are entitled to recover from you the amount of any Service Fees that we have had to refund to the Attendee, including by deducting the refunded amount from any future payouts due to you.
16.9 What information you need to supply us. When you sign up to use the platform as an Organiser, you must provide us with your name (or Organiser’s registered company name where the Organiser is a company), your contact details and your country of residence (or country of registration where the Organiser is a company). By accepting these terms and conditions as an Organiser, you warrant that any information you provide is accurate and complete. You must inform us immediately if there are any changes to the information you have provided to us.
16.10 We may change payment providers. We reserve the right to change the payment processing services provider or use alternate or backup provider as we may in our sole discretion decide from time to time.
16.11 Invoicing. We will issue an invoice to you at the end of each month showing all payments we have deducted in that month under clause 16.1 above. You must accept each invoice as issued by us and you must not raise its own invoices for transactions covered by this agreement.
16.12 What to do if you think an invoice is wrong. If you think an invoice is wrong, please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
16.13 Our right of set-off. Without limiting any other rights or remedies we may have, we reserve the right to set off any amounts you owe us against any amounts payable by us to you, including any Service Fees.
16.14 You must pay us without set-off, counterclaim, deduction or withholding. If you are a business customer you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
16.15 We can charge interest if you pay late. If you do not make any payment to us by the due date, we may charge interest to you on the overdue amount under the Late Payment of Commercial Debts (Interest) Act 1988. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
17. Organiser’s obligations
17.1 Your general obligations. If you sign up to the platform as an Organiser, you must:
(a) co-operate with us in all matters relating to the Events;
(b) comply with these terms and our minimum required refund policy as set out on our website from time to time;
(c) comply with all applicable laws, including health and safety laws;
(d) have in effect and will maintain in effect during the continuance of this agreement public liability insurance with total cover of not less than £1,000,000 for each and every claim and you must not do or omit to do anything whereby such insurance may be vitiated in whole or in part;
(e) on our request, produce a valid insurance certificate for the current year’s premium to demonstrate compliance with clause (d) above;
(f) publish our logo on your website in the specified format and in a prominent location on the home page;
(g) ensure that a copy of your latest terms and conditions (if any) are clearly displayed at your premises and readily available when requested by either us or any Attendee; and
(h) report any duplicate Attendee account to us by email within 48 hours of identifying it.
17.2 Events must comply with the description. You must provide accurate information in your listing, including about your skills and experience. The Event must comply with the information you give to the Attendees, whether in the listing or otherwise during the booking process (e.g. if an Attendee contacts you for more information).
17.3 Events must start on time. You must make sure the Event starts at the time advertised. If you are unable to start on time for any reason, you must contact the Attendees immediately upon you becoming aware of any circumstances that may prevent the Event from starting at the time scheduled.
17.4 Prepare your premises. You should prepare your premises for the provision of the Event, including ensuring the space visible on video is tidy and free of clutter and making sure there is good lighting.
17.5 Prepare your equipment. You musthave the necessary equipment to provide the Events, including any special requirements we may specify from time to time including without limitation in relation to:
(a) hardware, software and/or browser required to use the platform;
(b) clothing and equipment used during the Event;
(c) web camera;
(d) microphone; and
(e) professional-quality lighting.
17.6 You must use reasonable care and skill. The Organiser mustensure that the Organiser or anyone performing the Events on the Organiser’s behalf have the necessary skill and expertise to provide the Events and must use reasonable care and skill in providing any services, including the Event.
17.7 Our rights if you do not comply with your obligations. If you fail to fulfil any obligation listed in clauses 17.1 to 17.6 (inclusive) (Organiser Default):
(a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on an Organiser Default to relieve us from the performance of the Services, in each case to the extent an Organiser Default prevents or delays performance of the Services. In certain circumstances an Organiser Default may entitle us to terminate these terms under Clause 23 (Termination);
(b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to operate the platform, process bookings or process payments through Stripe on your behalf; and
(c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from an Organiser Default.
17.8 If there is a problem with an Event. As the Attendees are consumers, you are under a legal duty to supply products (including services) that are in conformity with the contract you have formed with the Attendee. See the box below for a summary of the Attendees’ key legal rights in relation to the products. Nothing in these terms or your terms and conditions can prejudice the Attendee’s legal rights.
18. Cancellation and refunds
18.1 What cancellation rights you should provide. Even though you are contracting directly with Attendees, we specify our minimum required cancellation policy. You can specify more generous cancellation rights in your own terms and conditions, but you must not specify more restrictive cancellation rights. You can find our cancellation and refund policy on our website under ‘Refund policy’.
18.2 You must also allow Attendees to exercise their right to change their mind under the Consumer Contracts Regulations 2013. For most products (including goods, services and digital content) bought online, consumers have a legal right to change their mind within 14 days and receive a refund.
19. Intellectual Property Rights
19.1 Ownership of the Organiser’s Intellectual Property rights. The Organiser shall retain ownership of all Intellectual Property Rights in the Materials.
19.2 Licence of the Organiser’s Intellectual Property rights. The Organiser grants to us a fully paid-up, worldwide, non-exclusive, royalty-free licence to use the Materials during the term of this agreement for the purpose of promoting the Events advertised by the Organiser on the platform. The licence granted in this clause 19.2 covers our use of the Materials in all forms of media including on our website, Google (AdWords, Places etc), local and national media and email campaigns.
19.3 Third party rights. The Organiser warrants and represents that the receipt and use of Materials by us does not infringe the rights, including any Intellectual Property Rights, of any third party, including any licensee of the Organiser.
19.4 Definitions. The following definitions apply in this clause 19 and clause 20:
(a) ‘Intellectual Property Rights’meansall patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
(b) ‘Materials’ means all documents, papers, drawings, designs, transparencies, photos, videos, graphics, logos, typographical arrangements, software, and all other materials in whatever form, of the Organiser and relating to the Organiser’s brand, business or the Events.
20.1 The Organiser shall indemnify and hold us and any of our employees or officers harmless from all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, us or any of our employees or officers as a result of or in connection with:
(a) any alleged or actual infringement, of any third party’s Intellectual Property Rights or other rights arising out of the promotion or the use or supply of the Events or Materials;
(b) any breach of the data protection legislation (including all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended) or the Organiser’s obligations under clause 9 of this agreement;
(c) any liability, loss, damage, injury, cost or expense sustained by an Attendee or any third party as a result of provision of the Events or any other goods or services supplied by the Organiser whether or not as a result of the Organiser’s negligence;
(d) any refund which we may at our discretion (to be exercised reasonably) decide to grant to an Attendee as a result of any failure by the Organiser to perform any of its obligations to the Attendee in respect of any Events booked by the Attendee.
20.2 The provisions of this clause 20 shall survive termination of this agreement, however arising.
21. Our responsibility for loss or damage suffered by you if you are an Organiser
21.1 Nothing in these terms shall limit or exclude our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for us to exclude or restrict liability.
21.2 All terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
21.3 Subject to clause 21.1:
(a) we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
(b) our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the amount equivalent to the aggregate Service Fees you have paid to us during the period of 12 months preceding the date on which the claim arose.
22.1 We each undertake that we will not at any time disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 22.2.
22.2 We each may disclose the other’s confidential information:
(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under these terms. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 22; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
22.3 Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under these terms.
23. Termination, consequences of termination and survival
23.1 Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate these terms with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of these terms and (if such a breach is remediable) fail to remedy that breach within 10 days of you being notified in writing to do so;
(b) you fail to pay any amount due under these terms on the due date for payment;
(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on;
(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
(e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under these terms has been placed in jeopardy.
23.2 Survival. Any provision of these terms that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
24. Events outside our control
24.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these terms that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
24.2 If an Event Outside Our Control takes place that affects the performance of our obligations under these terms:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under these terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
24.3 You may cancel these terms affected by an Event Outside Our Control which has continued for more than 90 days. To cancel please contact us. If you opt to cancel, we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of 24 months following termination of these terms.
26. Communications between us
26.1 Any notice or other communication given by one of us to the other under or in connection with these terms must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
26.2 A notice or other communication is deemed to have been received:
(a) if delivered personally, on signature of a delivery receipt;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.
26.3 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
26.4 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
Last updated: 13 Aug 2020