Acceptable Use Policy
This acceptable use policy sets out the terms between you and us under which you may access our website. This acceptable use policy applies to all users of, and visitors to, Entrymaster sites.
Your use of our site means that you accept, and agree to abide by, all the policies in this acceptable use policy, which supplement our terms of use. This website is a site operated by the organisation named on this website. All relevant company details and regulatory authorities are on this website.
Prohibited uses
You may use our site only for lawful purposes. You may not use our site:
You also agree:
Interactive services
Where we provide interactive services, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).
We will do our best to assess any possible risks for users (and in particular, for children) from third parties when they use any interactive service provided on our site, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any interactive service we provide on our site, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.
The use of any of our interactive services by a minor is subject to the consent of their parent or guardian. We advise parents who permit their children to use an interactive service that it is important that they communicate with their children about their safety online, as moderation is not foolproof. Minors who are using any interactive service should be made aware of the potential risks to them.
Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.
Content standards
These content standards apply to any and all material which you contribute to our site (contributions), and to any interactive services associated with it.
You must comply with the spirit and the letter of the following standards. The standards apply to each part of any contribution as well as to its whole.
Contributions must:
Contributions must not:
Suspension and termination
We will determine, in our discretion, whether there has been a breach of this acceptable use policy through your use of our site. When a breach of this policy has occurred, we may take such action as we deem appropriate.
Failure to comply with this acceptable use policy constitutes a material breach of the terms of use (available on this website under the Legal section) upon which you are permitted to use our site, and may result in our taking all or any of the following actions:
We exclude liability for actions taken in response to breaches of this acceptable use policy. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.
Changes to the acceptable use policy
We may revise this acceptable use policy at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are legally binding on you. Some of the provisions contained in this acceptable use policy may also be superseded by provisions or notices published elsewhere on our site.
Interpretation
The following definitions and rules of interpretation apply in these Conditions.
Definitions:
Account: means the online account Customers create with us, to make purchases from the Website.
Applicable Law: all laws, rules, regulations, codes of practice, or guidelines or other requirements of regulatory authorities, as amended from time to time.
Commencement Date: has the meaning given in clause REF a883113 \h \w \n \* MERGEFORMAT 2.5.
Conditions: these terms and conditions as amended by us from time to time.
Customer: means the persons who create an Account and/or use the Website to access information about specific Events, entry, affiliation and/or purchase Tickets.
Data Protection Legislation: up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter (i) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
Events: means the events listed by an Organiser on the Website that offer Customers the opportunity to attend, pay for a registration, membership, affiliation and/or purchase Tickets to attend.
GDPR: General Data Protection Regulation ((EU) 2016/679).
Organiser: the person, society or organisation who purchases the Services from us (and where applicable, their representative).
Products: means the merchandise, gifts and/or goods offered for sale on the Website by an Organiser.
Services: means the online entry system that we offer to Organisers, to enable them to list Events, process entries, membership, affiliation, sponsorship, registration and sell tickets and/or merchandise.
Tickets: means the tickets offered for sale on the Website by Organisers for an Event.
We/us/our: Entrymaster Limited registered in England and Wales with company number 6474262.
You/your: means a Customer.
Website: means HYPERLINK "https://www.entrymaster.co.uk" www.entrymaster.co.uk or, the Organiser’s website (as applicable).
Interpretation:
A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
A reference to writing or written includes email.
Basis of relationship
These Conditions set out the terms and conditions applicable to your use of the Website and/or Account. By using the Website or creating an Account, you agree to comply with these Conditions. Please note, Organisers may have their own terms and conditions that apply to you (in addition to these Conditions) when making a purchase on the Website. You should take the time to read and understand these terms, before you make a purchase.
We act as an agent for our Organisers and allow our Organisers to sell Tickets, Products and associated products and services on the Website Please note we are not the creator, organiser or owner of the Events listed on the Website. We provide our Services to allow Organisers to manage ticketing and registration, promote their Events and sell Products.
The number and type of Tickets allocated for sale for each Event vary on an event by event basis and are determined by the Organiser promoting that Event. Our Organisers also determine the number of Products available for purchase.
Some of our Organisers will require you to create an Account before making a purchase on the Website. In order to create an Account with us, you must be at least 16 years old and hold a valid PayPal account or debit or credit card. Please note that Organisers may have their own age restrictions on how old you must be before you can make a purchase from them. You should check these with the relevant Organiser, before making a purchase on the Website.
When you make a purchase on the Website we will (on behalf of the Organiser) send you an email to confirm your order. On this date, you will enter in to a contract with the Organiser who you make the purchase with (Organiser Contract).
Where you have a question regarding the Organiser Contract, these should be addressed to the relevant Organiser. If the Organiser does not respond to your query within 1 business day, please get in touch with us and we will attempt to make contact with the Organiser on your behalf. We do not however guarantee that we will be able to resolve your query and/or obtain the response you require from the Organiser.
Your obligations, using the Website and payment
You must:
provide us with true, accurate, current and complete information about yourself when creating an Account. Where such information changes at any time whilst you hold an Account with us, you must let us know about such changes in writing. Please note Organisers may refuse entry to an Event if you fail to comply with this clause;
not (and must not allow anyone else) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Website; and
not (and must not allow anyone else) to use the Website and/or your Account to engage in activities that violate or facilitate the violation of any Applicable Law; contain any content that violate these Conditions or otherwise include adult-related content or activities, illegal goods or services; or are fraudulent or otherwise criminal activity (each a Prohibited Activity and together the Prohibited Activities).
We reserve the right to suspend your Account and/or access to the Website if you fail to comply with the provisions of clause 3.1 above.
If we discover that you have carried out a Prohibited Activity, then we may (at our discretion) carry out all or any of the following actions:
suspend or terminate your Account;
alter, edit or remove any prohibited content uploaded on our Website;
block, reverse or refund any or all of your transactions on the Website (including any purchases you have made for Products not yet delivered or Tickets, where the Event has not yet taken place); and
refer you, your transactions and information to any enforcement agencies or governmental bodies for review and/or action by them
You accept and acknowledge that all intellectual property rights in the Website belong and shall belong to us or our relevant third-party owners (as the case may be),and you shall have no rights in or to the Website other than the right to use it in accordance with these Conditions.
As we act as an agent for our Organisers, we will collect payments made by you on their behalf (but your contract for the purchase will be with the Organiser only). Please note any fees charged by your bank card provider or PayPal for your use of their account are in addition to and separate from the fees charged by an Organiser for any purchase made. We accept no responsibility or liability for payment of any fees charged by your bank card provider and/or PayPal.
The cost of all charges payable by you for Tickets and/or Products is determined by the relevant Organiser. If you have any questions regarding these charges, you should discuss these with the relevant Organiser.
Where you wish to obtain a refund for any charges paid by you to an Organiser, you must discuss this request with the relevant Organiser. Please note all of our Organisers may have different refund policies and you should read their refund policies prior to making a purchase on the Website. We are not responsible or liable for any refunds, of any nature, including refunds for Tickets and/or Products.
To prevent fraud and protect us and/or our Organisers, we reserve the right to carry out checks and/or request that additional information is provided in order to verify purchases. We may cancel orders (without liability and without notice to you) which we reasonably suspect to have been made fraudulently.
Accounts, Event cancellation and non-performance
If you are required to create an Account, you will need to provide an email address and create a password. You must keep your password safe and ensure that you no one uses your Account. We will not accept any responsibility for any Prohibited activities or other wrongful activities carried out from your Account (except where we are at fault).
Where you wish to delete your Account, please get in touch with us at HYPERLINK "mailto:support@entrymaster.co.uk" support@entrymaster.co.uk or call us on 07880666242. We will take steps to delete your Account as soon as possible, following receipt of your request.
We may, from time to time, remove or suspend any accounts that we believe have not been used for at least 36 months or, where an account has been duplicated. If we choose to remove or suspend your Account due to inactivity, we will notify you by email prior to suspending or removing it.
All disputes regarding an Event or purchases made by you are between you (as the Customer) and the relevant Organiser who you made the purchase from. We have no obligation or otherwise accept responsibility for mediating on such disputes and ultimately it is the Organiser’s sole responsibility to settle the dispute.
Data protection and data processing MACROBUTTON optional
When you create an Account, you will be required to provide us with personal information about yourself (such as your name and date of birth). We may also collect personal information from you, when you transact on the Website, make a purchase, or generally browse the Website.
We confirm that we will comply with all applicable requirements of the Data Protection Legislation when processing your personal information.
We know your personal information is important to you and it is important to us too. Please view our privacy notice at [INSERT LINK] to find out more on how we will use, store, process and retain your personal data.
Disclaimer
We will use our reasonable endeavours to ensure the Website is made available to you at all times, but we do not guarantee this. Please note that for technical reasons and circumstances beyond our reasonable control, the Website may be unavailable at times.
To the extent permitted by Applicable Laws, the Website is provided on an “as is” and “as available” basis. We expressly waive all warranties of any kind, express or implied, including but not limited to, implied warranties of merchantability, title, non-infringement and fitness for a particular purpose. We make no warranty that the Website will be provided uninterrupted, timely, secure or error free.
Limitation of liability
Nothing in these Conditions limits any liability which cannot legally be limited, including liability for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; and
breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
Deleting your Account / suspending your access
We may terminate your right to use the Website and/or the Account at any time in accordance with the provisions of clauses 3.2, 3.3(a) and 4.3.
We may also terminate your Account and access to the Website if we stop offering our Services to Organisers and Customers.
You may ask us to delete your Account at any time. Please see the provisions of clause 4.2 if you wish to do this.
Please note that if you continue to access the Website following the deletion of your Account (for whatever reason),the provisions of these Conditions will continue to apply to you, for such time as you continue to make use of the Website.
General
Assignment and other dealings.
We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under these Conditions.
You may not declare a trust over or deal in any other manner with any of your rights and obligations under these Conditions without our prior written consent.
Severance. If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Conditions.
Governing law and Jurisdiction. These Conditions, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales and the English courts shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Conditions or its subject matter or formation.
Interpretation
The following definitions and rules of interpretation apply in these Conditions.
Definitions:
Applicable Law: all laws, rules, regulations, codes of practice, or guidelines or other requirements of regulatory authorities, as amended from time to time.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Commencement Date: has the meaning given in clause REF a883113 \h \w \n \* MERGEFORMAT 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause REF a394601 \h \w \n \* MERGEFORMAT 12.5.
Contract: the contract between us and you for the supply of Services in accordance with these Conditions.
Customer: means the persons using the Website to access information about specific events, entry, affiliation and/or purchase tickets.
Data Protection Legislation: up to but excluding 25 May 2018, the Data Protection Act 1998 and thereafter (i) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
Events: means the events listed by you on the Website that offer Customers the opportunity to attend, pay for a registration, membership, affiliation and/or purchase tickets to attend.
Fees: has the meaning given to it in clause 4.
GDPR: General Data Protection Regulation ((EU) 2016/679).
Entrymaster Equine System: means the services provided under the Lite System together with extended reporting, hosting and email support.
Insolvency Event: means an event where a party is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up[and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets),and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Lite System: means the online entry system that enables you to list Events, process entries, membership, affiliation, sponsorship, registration and sell tickets and/or merchandise.
Order: your order for Services as set out in the completed online registration form available at www.entrymaster.co.uk.
Organiser: the person, society or organisation who purchases the Services from us (and where applicable, their representative).
Services: means the Gold System or Lite System, as purchased by the Organiser and detailed in the Order.
We/us/our: Entrymaster Limited registered in England and Wales with company number 6474262.
You/your: means an Organiser.
Website: means the URL provided to you following acceptance of your Order.
Interpretation:
A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
A reference to writing or written includes email.
Basis of contract
The Order constitutes an offer by you to purchase Services in accordance with these Conditions. For the avoidance of doubt, no charges for the Services will be paid by you, until such time as you utilise the Services (for example, you add an Event to the Gold System).
The Order shall only be deemed to be accepted when we issue written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
Any samples, drawings, descriptive matter or advertising issued by us, and any descriptions or illustrations contained in our catalogues, website or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
These Conditions set out the terms upon which you can use the Website to create, promote and/or collect sales proceeds for an Event or otherwise make use of the Services. They apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
For the avoidance of doubt, we are not the creator, organiser or owner of the Events listed on the Website. We provide our Services to allow Organisers to manage ticketing and registration and promote their Events.
Your obligations, using the Website and payment to you
In consideration for payment of the Fees, we grant you a non-exclusive, non-transferable right to access and use the Website for the benefit of receiving the Services.
You must:
ensure that any webpage you use to display an Event on the Website (and the Event itself) meets all Applicable Laws. You accept full and sole responsibility for ensuring compliance with this clause 3.1(a).
co-operate with us in all matters relating to the Services;
provide us with true, accurate, current and complete information about yourself as an Organiser when registering to use our Services and, where such information changes at any time during the term of the Contract, you must promptly notify us of such changes in writing;
provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
not (and must not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Website in whole or in part.
You must not post Events or any other content to the Website or engage in activities through the Website that:
violate or facilitate the violation of any Applicable Law;
contain any content that violate these Conditions or otherwise include adult-related content or activities, illegal goods or services or the purchase of raffle’s, sweepstakes or gambling; or
are fraudulent or considered as criminal activity,
(each a Prohibited Activity and together the Prohibited Activities).
We reserve the right to suspend your access to the Website or reserve any amounts due to you in the event that you fail to comply with the provisions of clauses 3.2 and/or 3.3 above.
In the event that we discover that you have carried out a Prohibited Activity, then we may (at our discretion) carry out all or any of the following actions:
suspend or terminate your account with us;
alter, edit or remove any prohibited content uploaded on our Website;
block, reverse or refund any or all of your transactions on the Website;
hold any all funds associated with your account with us, to the extent required by Applicable Law, judgment or order; and
refer you, your Events and/or your transactions and information to any enforcement agencies or governmental bodies for review and/or action by them
You accept and acknowledge that all Intellectual Property Rights in the Website belong and shall belong to us, or our relevant third-party owners (as the case may be),and you shall have no rights in or to the Website other than the right to use it in accordance with these Conditions.
Where you host an Event on the Website and a Customer places an order for it, we will generate an automatic confirmation message (via email) and issue a unique confirmation number to you and the Customer. You agree to unconditionally accept honour and fulfil all ticketing, registration, merchandise and donation commitments that have been confirmed by us through the Website.
All payments made by Customers are processed using PayPal. Consequently, you must hold an active PayPal account to receive the benefit of our Services. For the avoidance of doubt, any fees charged by PayPal for your use of their account are in addition to and separate from the Fees charges by us. We accept no responsibility or liability for payment of any fees charged by PayPal.
All payments taken via your entry pages on the Website will be transmitted directly to your PayPal account.
You can choose the cost of all charges made to Customers and, if you wish, you can choose to charge Customers services fees and add these costs to the set up pages on the Website (please refer to the “secretary area” of the Website).
You are fully and solely responsible for providing refunds to Customers at your discretion. Your refund policy should be clearly set out in the terms and conditions of entry within the schedule uploaded to the Website for the relevant Event. We will not be responsible or liable for any refund, of any nature, including refunds for tickets, registration, membership and merchandise.
Where you have purchase the Gold System as part of the Services and require support and assistance on using the Website, you should contact us at HYPERLINK "mailto:support@entrymaster.co.uk" support@entrymaster.co.uk.
We will allocate one managerial admin access to you. It is your responsibility to keep any login details that we provide to you safe and secure. If you would like to provider others with secretarial access to your account, you must contact us to obtain such access. You must also keep us notified of any changes to the list of persons who may have access to your account.
Charges and payment
By entering in to a Contract with us you agree to pay us all applicable services fees for each ticket, registration or other item sold or donation solicited via the Website (Fees). Our Fees (as amended from time to time) can be found in our Pricing Policy.
For the avoidance of doubt (and unless expressly stated by us otherwise),our Fees shall be invoiced to you on a quarterly basis or, where we have agreed with you in advance, deducted from any sums payable to you, at the time the Customer places an order on the Website.
You must pay all of our invoices in full and in cleared funds to a bank account nominated in writing by us, and time for payment shall be of the essence of the Contract.
Unless expressly stated otherwise, all amounts payable by you under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by us to you, you shall, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
If you fail to make a payment due to us under the Contract by the due date, then, without limiting our remedies under clause REF a151117 \h \w \n \* MERGEFORMAT 11:
we may deduct any monies owing to us from any sums due to you for purchases made by Customers on the Website; and/or
you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause REF a213448 \h \w \n \* MERGEFORMAT 4.5 will accrue each day at 8% a year above the Bank of England's base rate from time to time, but at 8% a year for any period when that base rate is below 0%.
All amounts due under the Contract by you 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).
For the avoidance of doubt, we reserve the right to charge various fees to Customers (related to ticket sales, processing, handling and access to our content and services) that are not passed on to Organisers. We have sole discretion to determine and assess such fees.
Event cancellation and non-performance
In the event of a full or partial Event cancellation, you agree to promptly notify Customers that have made purchases in respect of such Event and, where applicable, issue refunds to them.
You must provide clear instructions and contact information to Customers so that they are able to make refund requests, where applicable.
All disputes regarding an Event or purchases made by Customers are between you (as the Organiser) and the Customer. We have no obligation or otherwise accept responsibility for mediating on such disputes and ultimately it is your sole responsibility to settle the dispute.
Notwithstanding the provisions of clause 5.3, we will not transmit any payment to you in respect of any Event that is cancelled or with respect to any Event which we believe (in our sole discretion) there is a risk of cancellation or non-performance. For the avoidance of doubt, we will not refund any fees charged by us for processing such transactions either.
Intellectual property rights
All Intellectual Property Rights in or arising out of or in connection with the Services and/or the Website (other than Intellectual Property Rights in any materials provided by you) shall be owned by us or our licensors (as applicable).
You grant to us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials and content provided by you to us (i.e. that which is uploaded to the Website by you) for the term of the Contract for the purposes of providing the Services to you and/or for the purposes of making any public announcement or producing marketing material.
Although we are under no obligation to monitor any content uploaded by you to the Website, we reserve the right to remove or change any content that we believe (in our discretion) that is in accurate, misleading, false, violation of Laws or otherwise unethical.
Changes to the Services
Either party may request a change to the scope or execution of the Services at any time during the term of the Contract. Where you make a request to change the Services, we shall, as soon as reasonably practicable following receipt of such request, notify you of:
whether the requested change is accepted and, if it is, the likely time required to implement the change;
any variations to our Fees as a result of the change;
the likely effect of the change on the Services; and
any other impact of the change on the terms of the Contract.
If we request a change to the Services, you agree not to unreasonably withhold or delay your consent to it.
For the avoidance of doubt, no changes shall be implemented to the scope of the Services, unless they are agreed in writing between the parties.
Data protection and data processing MACROBUTTON optional
Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
The parties acknowledge that for the purposes of the Data Protection Legislation, you are the data controller and we are the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
Without prejudice to the generality of clause 8.2, you represent, warrant and agree that you will at all times comply with the Data Protection Legislation with respect to information you collect from or, receive about Customers.
Without prejudice to the generality of clause 8.2, you must will ensure you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to us for the duration and purposes of the Contract.
Disclaimer
We are committed to ensuring that the Services are available at all times. We will use our reasonable endeavours to ensure the Website is made available to you at all times, but we do not guarantee this.
To the extent permitted by Applicable Laws, the Services and Website are provided on an “as is” and “as available” basis. We expressly disclaim all warranties of any kind, express or implied, including but not limited to, implied warranties of merchantability, title, non-infringement and fitness for a particular purpose. We make no warranty that the Services (or any part of them) will meet your requirements or expectations or that the Services and/or Website will be provided uninterrupted, timely, secure or error free.
For technical reasons and circumstances beyond our reasonable control, the Website may be unavailable at times. Where we are able to do so, we will notify you of any planned down-time of the Website.
Limitation of liability
Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; and
breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
Subject to clause REF a569485 \h \w \n \* MERGEFORMAT 10.1, our total liability to you shall not exceed 100% of the Fees paid by you to us, under the Contract. Our total liability includes liability in contract, tort (including negligence),breach of statutory duty, or otherwise, arising under or in connection with the Contract
Subject to clause 10.1, we shall not under any circumstance be responsible for the following types of losses incurred or otherwise sustained by you:
Loss of profits
Loss of sales or business.
Loss of agreements or contracts.
Loss of anticipated savings.
Loss of use or corruption of software, data or information.
Loss of or damage to goodwill.
Indirect or consequential loss.
Where you require our assistance in setting up an Event on the Website and we agree to do this, you shall at all time be fully and solely responsible for checking the details of the Event prior to it going live on the Website. Subject to clause 10.1, we shall not under any circumstance accept any responsibility for or, otherwise be liable to you, for any inaccuracies or errors in the Event information.
Termination
Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party one months' written notice.
Without affecting any other right or remedy available to it, we may terminate the Contract with immediate effect by giving written notice to you if you:
commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 7 days of being notified in writing to do so;
are subject to an Insolvency Event;
suspend, or threaten to suspend, or cease or threaten to cease to carry on all or a substantial part of your business;
your financial position deteriorates to such an extent that in our opinion, your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy; or
fail to pay any amount due under the Contract on the due date for payment.
On termination of the Contract:
you must immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt; and
we may remove any Events or other content uploaded to the Website by you, without further notice to you.
Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
General
Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
Assignment and other dealings.
We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under the Contract.
You may not declare a trust over or deal in any other manner with any of your rights and obligations under the Contract without our prior written consent.
Confidentiality.
Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.3REF a906799 \h \w \n \* MERGEFORMAT (b).
Each party may disclose the other party's confidential information:
to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause REF a879620 \h \w \n \* MERGEFORMAT 12.3; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
Entire agreement.
The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
Nothing in this clause shall limit or exclude any liability for fraud.
Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
Notices.
Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the address specified in the Order.
Any notice or communication shall be deemed to have been received:
if delivered by hand, on signature of a delivery;
if sent by pre-paid first-class post or other next working day delivery service, at the time recorded by the delivery service; and
if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 12.8(b)REF a719290 \h \w \n \* MERGEFORMAT (iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
