This page (together with the documents expressly referred to) tells you information about us and the legal Terms and Conditions on which we run and you use our Website.
These Terms and Conditions will apply to any dealings between us. Please read these Terms and Conditions carefully and make sure that you understand them before signing up to our Website. Please note that by signing up and using our Website, you agree to be bound by these Terms and Conditions and the other documents expressly referred to in it.
You should print a copy of these Terms and Conditions for future reference.
We reserve the right to amend these Terms and Conditions from time to time as set out in clause 17. Please check these Terms and Conditions regularly to ensure you understand the terms which will apply at that time.
These Terms and Conditions are only in the English language
The following definitions and rules of interpretation apply in these Conditions.
Account: means an account created for a Service Provider or Venuebility on the Website for the purpose of creating Listings, pursuant to the registration process and requirements as determined by Venuebility from time to time.
Agreed Commission: The amount of commission payable is based on the following table (note Venuebility will not be seeking commission when supplier revenue is less than £1,000):
|Supplier event revenue GBP||Commission fee payable|
|10,000+||£500 + 5% of additional amount above £10k|
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Confirmed Booking: shall mean a Service Provider and the Customer entering into a written contract, for a Service Provider to undertake the provision, hire or letting of services involved in an Event in exchange for money.
Customer: a Person using the Services for the purpose of an Event provided by the Service Provider.
Dashboard: a Service Provider’s specific page on the Website where the Service Provider can contact Customers, via the instant message system who make an enquiry and monitor correspondence.
Data Protection Legislation: all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).
Event: the provision, hire or letting of services by a Service Provider to a Customer in exchange for money.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, 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.
Inappropriate Content: use of material which is, but not limited to, obscene, indecent, pornographic, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, blasphemous or in breach of any third party Intellectual Property Rights.
Introduction: introduction of a Customer to a Service Provider by Venuebility.
Lead: shall mean where the Customer has made a request to book the Service Provider via the Website.
Listing: means a Listing of the Supplies on the Website by the Service Provider.
Person: means as defined in clause 1.2 (b).
Services: means those services which Venuebility provides to Service Providers and Customers from time to time.
Service Provider (or "you"): means the Person providing, hire or goods or services to a Customer for an Event.
Service Provider’s Account: If applicable, the Stripe Account where funds are held prior to a Confirmed Booking.
Supplies: products which a Service Provider has operational control over and may be compensated for the use of, and for which the Service Provider has advertised the use of such Supplies through Venuebility.
Terms and Conditions: these terms and conditions as amended from time to time.
(a) 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.
(b) A Person or person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(c) 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.
(d) A reference to writing or written includes fax and email.
2. INFORMATION ABOUT US
2.1 We operate the Website www.venuebility.com. We are Venuebility Limited, a company registered in England and Wales under company number 11271520 and with our registered office at 1 Castle Close, Earidsley. Hereford, Herefordshire, England, HR3 6NL referred to in these terms and conditions as "We" and/or "Venuebility" and/or "Our".
2.2 To contact us, please see our contact page on our Website.
3. USE OF OUR WEBSITE
3.2 These Terms and Conditions and any document expressly referred to in them constitute the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in these Terms or Conditions or any document expressly referred to in them.
4.1 By using the Services, and having been made aware of these Terms and Conditions, you have agreed to be introduced to Customers.
4.2 Once a Customer has requested information from the Service Provider, the Service Provider shall be notified of the Lead via the Website.
4.3 Once the Lead becomes a Confirmed Booking the Service Provider must inform Venuebility within 5 days.
4.4 From the point of the initial Lead, the Service Provider and Customer may deal directly with one another for the purpose of arranging an Event, and Venuebility shall have no liability whatsoever to either the Service Provider or the Customer in relation to any contractual dealings between the Service Provider and Customer.
4.5 Venuebility reserves the right to contact either the Service Provider or the Customer at any time following the Lead so as to ascertain the status and to request the total cost of the Event.
5. SERVICE PROVIDER’S OBLIGATIONS
5.1 The Service Provider shall:
(a) ensure that the information provided to Venuebility is complete and accurate;
(b) co-operate with the Venuebility in all matters relating to the Services;
(c) not advertise guide prices on the Website which are higher than any prices routinely quoted to prospective customers;
(d) ensure listings do not infringe applicable laws, regulations or third party rights;
(e) 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
(f) comply with all applicable laws, including health and safety laws.
5.2 The Service Provider acknowledges that Venuebility does not purport to monitor the content of any Listings. Venuebility reserves the right to remove content from Listings where it reasonably suspects such content is Inappropriate Content. Venuebility shall notify the Service Provider promptly if it becomes aware of any allegation that any content contained in any Listing on the Website may be Inappropriate Content.
6. COMMISSION AND PAYMENTS
6.1 In consideration of Venuebility facilitating making Introductions to the Service Provider, the Service Provider agrees to, and shall be liable to pay commission to Venuebility, for any Lead which results in a Confirmed Booking, in accordance with the provisions set out in this clause 8.
6.2 For all Confirmed Bookings where money is due from the Customer to the Service Provider, the Commission will apply.
6.3 The Service Provider must inform Venuebility within 3 days of an Event taking place as a result of the Introduction.
6.4 No commission shall be payable to Venuebility in respect of a Confirmed Booking where the Service Provider can provide written proof that a Customer has entered into bona fide negotiations with the Service Provider, before the Introduction was made in respect of the same Event to which a Confirmed Booking relates to in the 2 months immediately prior to the Introduction.
6.5 All payments due to Venuebility will be subject to VAT at the prevailing rate in force at such time as payment becomes due.
6.6 Service Providers will be invoiced for the payment of commission promptly, following the Event taking place or Venuebility receiving notice from the Service Provider that the Event has taken place.
6.7 The due date for all invoices raised by Venuebility will be 30 days from the date on which any such invoice is raised.
6.8 In the event that invoices are not paid within 1 month of their due date, your Account may be suspended. If you have any queries about invoices, then please contact us.
6.9 If a Customer defaults on payment to the Service Provider commission remains due and payable to Venuebility. Non-payment from the Customer to the Service Provider does not affect our terms of payment.
6.10 Termination of the Service Provider’s Account (howsoever arising) shall not affect the continuation in force of this clause 8 and the Service Provider's obligation to pay commission to Venuebility in accordance with any Confirmed Bookings.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Venue) shall be owned by Venuebility. To the extent ownership of uploaded content cannot be owned by Venuebility you grant us an unconditional licence to use, store and copy that content and to distribute and make it available to third parties.
7.2 The Service Provider must not modify, translate, reverse engineer, decompile, disassemble (except to the extent that applicable laws expressly or impliedly prohibit such restriction) or create derivative works based on any software or any documentation accompanying such software supplied by Venuebility via the Website.
7.3 Venuebility will not be responsible or liable to any third party of the content or accuracy of any content published by a Service Provider or Customer to the Website or otherwise.
7.4 Venuebility reserves the right to remove any Listing if, in its opinion, it does not comply with its acceptable content standards.
8. DATA PROTECTION
8.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation. In this clause 11, Applicable Laws means (for so long as and to the extent that they apply to the Company) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means any Data Protection Legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation.
8.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Service Provideris the data controller and the Company is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
9. LIMITATION OF LIABILITY
9.1 Venuebility shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind the Service Provider in any way, and shall not do any act which might reasonably create the impression that Venuebility is so authorised other than pursuant to the terms of this agreement and the Service Providers use of the Website.
9.2 Venuebility shall not make or enter into any contracts or commitments or incur any liability for or on behalf of the Service Provider, including for the provision, hire or let of any goods or services or the price for them other than in accordance with the Service Providers use of the Website.
9.3 Nothing in these terms and conditions are intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
9.4 Venuebility shall not warrant or represent to the Customers that any Service Provider is of satisfactory quality and/or reasonably fit for any of the purposes for which the Service Provider is required.
9.5 The Service Provider acknowledges that if for any reason a Customer is not content with a Service Provider, the Customer’s claim is against the Service Provider and the Service Provider alone.
9.6 Venuebility shall use its reasonable endeavours to ensure that the Website is safe and secure and is functioning properly.
9.7 Venuebility offers no guarantee that the Website, or any content on it, will always be available or be uninterrupted. Access to the Website is permitted on a temporary basis. Venuebility may suspend, withdraw, discontinue or change all or any part of the Website without notice and shall not be liable to the Service Provider if for any reason the Website is unavailable at any time or for any period.
9.8 The Service Provider is responsible for making all arrangements necessary for the Service Provider to have access to the Site, and the Service Provider shall be solely responsible for ensuring that use of the Website does not result in any damage to the Service Provider’s computer systems or data loss which might arise from use of the Website and/or disruption to the Services.
9.9 Venuebility shall not be liable to either the Service Provider or Customer in contract, tort (including negligence) or otherwise for any business losses, such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption or for any other losses arising directly or indirectly from:
a) use of or an inability to use the Website and/or Services;
b) delays or disruptions in the operation of the Website and/or Services;
c) viruses or other malicious software which is acquired by accessing the Site, or any site, services, application or tool linked to the Website;
d) glitches, bugs, errors, or inaccuracies of any kind in the Website;
e) a suspension or other action taken in respect to an Account by Venuebility; and
f) the duration or manner in which Listings appear in search results;
9.10 Venuebility cannot confirm, and is not responsible for ensuring, the accuracy or truthfulness of Service Providers’ or Customers’ purported identities, or the validity of the information which they provide to Venuebility or post on the Website.
9.11 Venuebility shall not be liable for any loss or damage caused to the Service Provider arising from the actions or default of any Customer (for whatever reason whatsoever).
10.1 Without affecting any other right or remedy available to it, either party may terminate the agreement with immediate effect by giving written notice to the other party if:
(a) the Service Provider fails to pay any amount due under these terms and conditions and remains in default for one month after being notified to make such payment’
(b) or the Service Provider commits a material breach of any term in these terms and conditions.
10.2 The Service Provider may terminate or suspend the agreement with Venuebility by sending 3 months’ written notice.
10.3 Venuebility may terminate or suspend any part of the Services at any time without giving notice to the Service Provider.
10.4 Any notice or communication shall be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting [or at the time recorded by the delivery service; and
(iii) if sent by fax or 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, business hours mean 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
11. CONSEQUENCES OF TERMINATION
11.1 On termination of the agreement the Service Provider shall immediately pay to Venuebility all of Venuebility’s outstanding unpaid invoices and interest and, in respect of Services or Confirmed Bookings supplied but for which no invoice has been submitted, Venuebility shall submit an invoice, which shall be payable by the Service Provider immediately on receipt. Notwithstanding termination of any Confirmed Booking after termination shall be immediately due and payable.;
11.2 Termination of the agreement 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 indemnity in clause 12, right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
The Service Provider agrees to indemnify, defend and hold harmless Venuebility, its directors, officers, employees, consultants, agents, and Affiliates, from any and all third party claims (including without limitation Customers), liability, damages and/or costs (including, but not limited to, legal fees) arising from, without limitation, the Service Provider’s use of the Website, any breach of these terms and conditions, infringement of any Intellectual Property Rights or any other right of any person, or breach of any duty of confidence or privacy, or any defamatory statements made by the Service Provider in any form.
13. ENTIRE AGREEMENT.
13.1 This agreement and all documents referred to in it 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.
13.2 Each party acknowledges that in entering into the agreement 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 agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation.
13.3 Nothing in this clause shall limit or exclude any liability for fraud.
14. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS
14.1 We may revise these Terms and Conditions from time to time in the following circumstances:
a) changes in how we accept payment from you;
b) changes in relevant laws and regulatory requirements; and
c) changes in the nature and make-up of our business.
14.2 Every time you use our Website, the Terms and Conditions in force at that time will apply.
No failure or delay by Venuebility to exercise any right or remedy provided under these Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of these Terms and Conditions 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 Terms and Conditions.
17. THIRD PARTY RIGHTS
Unless it expressly states otherwise, the agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the agreement.
18. GOVERNING LAW
18.1 These Terms and Conditions and any dispute or claim arising out of or in connection with them or their 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.
18.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions or their subject matter or formation (including non-contractual disputes