PARTNER TERMS AND CONDITIONS
THIS DOCUMENT SETS OUT THE TERMS AND CONDITIONS (“TERMS”) ON WHICH COMMERCELENS LTD (COMPANY REGISTRATION NO. 08871442) HAVING ITS REGISTERED OFFICE AT 1 LYRIC SQUARE, LONDON, W6 0NB (“WE”, “US” OR “OUR”) PROVIDES YOU (“PARTNER”, YOU” OR “YOUR”) WITH ACCESS TO THE SERVICES AVAILABLE AT THE WWW.KIDSORTED.COM WEBSITE (“WEBSITE”).
PLEASE READ THESE TERMS VERY CAREFULLY. YOU ACKNOWLEDGE AND AGREE THAT BY CLICKING ON “I ACCEPT”, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU WILL NOT BE ABLE TO ACCESS THE WEBSITE OR THE SERVICES. YOU ARE ADVISED TO PRINT AND RETAIN A COPY OF THESE TERMS FOR YOUR FUTURE REFERENCE.
Important Notice: The Website is provided to connect You, as providers of classes, activities and other services with individuals who register with the Website, allowing You to promote and market Your classes and activities to such individuals. We do not provide any classes or activities to such individuals. All classes and activities included by You on the Website are Your sole responsibility and shall be provided on terms and conditions agreed between You and each individual. We are not a party to those terms and conditions, and You and the individual will each be separately responsible and liable to one another directly.
1.1The Website is owned and managed by Commercelens Ltd.
1.2Commercelens Ltd can be contacted by writing to Commercelens Ltd, 1 Lyric Square, Lon- don, W6 0NB or by using the details on the Contact Us page on the Website.
2.1The Website is an online marketplace connecting You with various individuals (“Users”) look- ing to participate in classes, activities and other services offered by You (“Offer” or “Offers”) which are designed for children and adults (together the “Services”).
2.2In order to become a Partner and access the Website, You must register with the Website in
accordance with clause 3 below and select from the available subscription packages offered on the Website (“Subscription”). You acknowledge that certain features and functionality of the Website and/or Services will only be available to You with certain Subscription packages.
2.3In consideration for the payment of the Fees (if any), We shall provide You with access to the Website and Services, which shall have the functionality as described on the Website and/or as agreed between Us and You from time to time, and may include the ability to:
2.3.1create Your own profile for the purpose of using the Services and the Website, which is made available to Users (“Profile”), describing details of Your organisation and the Offers offered by You, which will be displayed on the Website;
2.3.2be contacted by Users seeking additional information or who wish to book a Offer offered by You;
2.3.3view User profiles, where such Users have elected to give You permission to do so;
2.3.4permit Users to book Offers with You directly through the Website; and
2.3.5access to other features of the Website which may be provided by Us from time to time.
2.4You must at all times actively participate in the Website. You shall immediately notify Us in the event You have or intend to cease to actively promote Offers or carry on Your business (whether through the Website, or generally).
2.5You acknowledge and agree that these Terms shall be
2.6We reserve the right to make changes to the Website and/or the Services or any part thereof from time to time including without limitation, the removal, modification and/or variation of any elements, features and functionalities of the Website and/or Services.
3REGISTRATION & CONTRACT
3.1In order to access and use the Services or the Website, You shall first be required to register with Us by completing the online registration form on the Website and selecting Your Subscription. For the avoidance of doubt, You may upgrade Your Subscription at any time.
3.2We reserve the right to conduct verification and security procedures in respect of all information provided by You or on Your behalf to Us. We may also conduct an evaluation of Your suitability to join the community and participate in the Website. You must comply with any request or direction by Us regarding such evaluation and We may approve or reject Your registration at Our entire discretion.
3.3We shall issue an automated confirmation email to confirm Your registration with the Website (“Confirmation Email”). Your contract to access the Website and Services (“Contract”) commences on the date of this Confirmation Email.
3.4If We have reason to believe that the information provided by You to register and use the Website and Services breaches or is likely to breach any of the provisions in these Terms, We may at Our sole discretion take any action that We deem appropriate including without limitation, to terminate Your Contract.
3.5These Terms shall apply to any and all Your employees and representatives who access and use the Website and Services through Your account (“Authorised Users”), and You shall ensure all Authorised Users:
3.5.1keep their login details (their username and password) safe and secure to ensure that they are not used without Your permission;
3.5.2immediately notify Us if there is any reason to believe that there has been unauthorised use or access to Your login details and/or profile; and
3.5.3comply with Our directions relating to the establishment and use of such Authorised User accounts,
and You shall remain directly liable to Us at all times for any acts or omissions of Your Authorised Users, or any use of Authorised Users’ login details to access the Website and Services whether authorised by Us or not.
3.6At any time upon notice to You, We may require You to execute any further documents to confirm Your acceptance of, or give full effect to, these Terms.
4.1You shall at all times use the Website and the Services in accordance with these Terms and comply with all instructions which We provide from time to time in respect of the Website and Services.
4.2In using the Website, You will contribute “Partner Material” to the Website, including:
4.2.1full details of Your Offers which shall include but is not limited to written descriptions of each Offer including its price; and
4.2.2Your terms and conditions for the provision of Your Offers, which shall comply in all respects with all relevant consumer laws.
4.3You shall ensure that Your use of the Services, all Partner Material, together with all other text,
data, images, videos, audio, files, links to external websites, information and other material uploaded by You to the Website (together the “Partner Submissions”):
4.3.1complies with all applicable laws and legislations;
4.3.2does not infringe any intellectual property rights or other proprietary rights of any third party;
4.3.3can not be reasonably deemed to be offensive, illegal or inappropriate;
4.3.4does not promote racism, bigotry, hatred or physical harm of any kind against any group or individual, or harass or advocate harassment of another person;
4.3.5does not display pornographic or sexually explicit material or promote any conduct that is abusive, threatening, obscene, defamatory or libellous;
4.3.6does not promote any illegal activities or provide instructional information about illegal activities, including violating someone else’s privacy or providing or creating computer viruses;
4.3.7does not promote or contain information that You know or believe to be inaccurate, false or misleading; or
4.3.8does not engage in or promote contests, sweepstakes, barter and pyramid schemes, without Our prior written consent.
4.4Unless otherwise explicitly stated by Us, We do not vet, verify the accuracy, correctness and completeness, edit or modify any Partner Submissions or any other information, data and materials created, used and/or published by You on the Website to determine whether they may result in any liability to any third party. You hereby warrant that You have the right to use all such Partner Submissions and that it is true, accurate and correct. You further warrant that You shall promptly notify Us or otherwise update the relevant Partner Submission in the event of any changes to such information.
4.5Whilst We aim to publish all Partner Submissions on the Website, We reserve the right to refuse any such publication whether wholly or partly if We have reason to believe that Your use of the Website breaches these Terms.
4.6You hereby grant Us a
4.7You acknowledge and agree that We may, at Our sole discretion, remove certain Partner Submissions, or suspend or terminate Your Contract, if We reasonably consider that (i) the Partner Submissions or Your Profile no longer meets the standards that We require of Our partner organisations, or (ii) for any other apparent
4.8You shall not conduct any direct marketing using personal information (which, for the avoidance of doubt, shall include all
5INTERACTIONS WITH USERS
5.1The Website is designed solely to connect You with Users and permit Users to enquire about and/or book Offers. Your provision of Offers to the Users shall be subject to the terms and conditions agreed between You and the User directly, and We are not a party to such contract.
5.2You shall use all reasonable endeavours to respond to any enquiries, requests or other communication from You on a timely basis and in a professional manner.
5.3You acknowledge that We do not have any control of and therefore can not reasonably accept any liability in respect of the behaviour, response or actions of any Users (including but not limited to any
5.4If You have any complaints about any User, You should submit details of the complaint to Us by
5.5We do not guarantee or warrant that You will receive enquiries, responses or otherwise generate business as a result of the Website, or achieve any result whatsoever through Your use of the Website.
5.6You acknowledge and agree that You are solely responsible for all communication with, and any subsequent dealings with, Users (including but not limited to the terms upon which the You supplies Offers to Users). You hereby indemnify Us in full and on demand against all losses, damages, costs, claims and expenses suffered or incurred by Us arising out of or in connection with any of Your communications or dealings with, or Offers provided to, Users, whether through the Website or otherwise.
6WARRANTIES & DISCLAIMERS
6.1You hereby warrant that (a) You have the right and capacity to enter into and be bound by these Terms; and (b) You shall comply with all applicable laws regarding Your use of the Website.
6.2We rely on other service providers (such as network provider, data centres, telecommunication providers) to make the Website and the Services available You. Whilst We take all reasonable steps available to Us to provide You with a good level of service and availability of the Website, We do not guarantee that such the Website and/or Services (or part thereof) shall be fault free, uninterrupted or available at all times. We therefore shall not be liable in any way for any losses You may suffer as a result of delays or failures of the Website and/or Service as a result of Our service providers.
6.3In the event of a planned service downtime in respect of the Website, We shall use reasonable endeavours to notify You in advance provided that We are able to do so. We shall have no obligation to notify You in the event of an unplanned service downtime.
6.4Except as expressly set out herein, to the maximum extent permitted by law, We expressly excludes all representations, warranties, obligations and liabilities in connection with the Website, including but not limited to the warranties of
or otherwise in law or from course of dealing, course of performance, or use of trade are hereby excluded and disclaimed.
7.1Access to the Website and Services by You is provided subject to Your payment of the fees (if any) applicable to Your selected Subscription (“Fees”) and Your compliance with these Terms.
7.2We may offer from time to time certain additional services on the Website which may be subject to the payment of additional fees (“Additional Fees”). Such services offered and the amount of Additional Fees payable by You shall be as set out on the Website from time to time.
7.3Fees may be payable on a monthly or yearly basis, depending on Your selected Subscription. You shall pay for such Subscriptions in advance.
7.4Payment for the Fees and any Additional Fees shall be made using Your credit card, debit card, or any other acceptable method of payment, as set out on the Website. Where such options are not available, We may invoice You for the Fees and/or Additional Fees due. All invoices shall be paid within thirty 30 days of the invoice date.
7.5We reserve the right to withhold or cease provision of the Services and Your access to the Website where payment has not been received.
7.6All Fees and Additional Fees are
7.7Your Subscription shall automatically renew at the end of the relevant period for which You have paid the Fees. In order to automatically renew Your Subscription, We shall automatically charge You for the relevant Fees by using the details of Your debit or credit card which You used to pay for the previous period. If Your debit or credit card details have changed since Your last use on the Website, We may not be able to automatically renew Your Subscription.
7.8Any Fees or Additional Fees or other rate of charge may be altered or varied by Us from time to time, including the introduction of special offers. Any increases will be made upon not less than thirty days prior written notice to You, but shall not apply to any Fees or Additional Fees paid in advance.
7.9In the event You fail to pay the Fees or any Additional Fees due to Us, without prejudice to any of Our rights We may suspend access to the Website and Services until such time as the outstanding Fees and/or Additional Fees have been paid in full.
8.1Where You have selected to use Our proprietary booking tool (“Booking Tool”), Users will be able to book Your Offers directly though Our Website (“Booking”) and You agree to comply with the terms of this clause 8.
8.2The price for each Offer advertised on the Website and made available through the Booking Tool shall be no higher than the price for the same Offers offered on any other website through which You are advertising the Offers, including but not limited to any website(s) owned or controlled by You.
8.3All payments from Users made through the Booking Tool shall be made via STRIPE (the
“Payment Processor”), who will remit to You:
8.3.1 the monies received from the User in respect of the booking of the Offer;
8.3.2less any fees charged by the Payment Processor; and
8.3.3less our commission at the rate notified to You during the registration process
8.4We may change the Commission at any time on the provision of notice to You in writing, by e- mail or through Your use of the Website. Your continued use of the Website and the Services following notice of such change shall be deemed to be Your acceptance of the new Commission. If You do not agree with the changes to the Commission, You may terminate Your Contract with us by notice in writing or by email.
8.5In the event You cancel a Booking in accordance with Your terms and conditions and subject to the applicable payment from Users having not yet been remitted to You by Us in accordance with clause 8.3, You may instruct Us in writing or by
8.6Subject to Our prior consent, You may integrate the Booking Tool into Your own website by using the source code made available to You (“Code”). You acknowledge that by doing this,
your website acts as a gateway to the Website permitting Users to book Offers when visiting Your website (“Portal”). Where We have consented to this, We grant to You an non- exclusive, non transferable (without a right to
8.7All customisations and/or enhancements to the Code created shall be deemed to be part of the Code licensed hereunder, and ownership thereof shall vest in Us absolutely upon creation.
8.8You acknowledge that Users shall not be able to book Offers through the Portal unless they have registered with Us.
9.1As part of the Services, We may offer incentives to You for referring organisations to Us as prospective Partners (“Prospects”).
9.2Incentives for referring Prospects will be as set out on the Website from time to time.
9.3To be eligible for receipt of an incentive, You must register a Prospect with Us following the procedure set out on the Website.
9.4You acknowledge that We are under no obligation to accept a Prospect as a Partner and We reserve the right to refuse a Prospect’s registration as a Partner for any reason.
9.5Receipt of an incentive is subject to the Prospect registering with Us and becoming a Partner (“Referred Partner”). Incentives will be due within a reasonable time of the Referred Partner’s first Offer being advertised on the Website.
10 TERM & TERMINATION
10.1Your Contract with Us may be terminated by You by providing notice to Us in writing or by e- mail, such notice to expire at the end of Your then current Subscription term.
10.2Your Contract may be terminated by Us upon notice to You in the event that:
10.2.1We believe or have reason to believe that You have failed to comply with one or more of these Terms; or
10.2.2there has been fraudulent use, misuse or abuse of the Website and/or Services; or
10.2.3You have provided Us with false, inaccurate or misleading information in Your use of the Website and/or Services; or
10.2.4You go into liquidation or become bankrupt, a receiver is appointed in respect of the whole or any part of Your assets or You enter into a voluntary arrangement or any other composition or compromise with Your creditors.
10.3We shall be entitled to suspend Your access and use of the Website and/or the Services if Our network providers and suppliers cease providing Us with their services.
10.4Upon termination of Your Contract in accordance with this clause 10:
10.4.1You are no longer entitled to access the Website or use the Services;
10.4.2We may remove all Partner Submissions published by You from the Website; and
10.4.3You shall, at Your discretion, honour or provide a refund for all Offer bookings made by Users through the Website prior to the effective date of termination.
10.5We may update or revise these Terms from time to time and shall notify You of any such updates and revisions through a message displayed on the Website. Your continued use of the Website and the Services shall be deemed acceptance of such change(s) by You in respect of the updated or revised Terms. If You do not agree with the changes to these Terms, You may terminate Your Contract immediately on notice.
11 LIMITATION OF LIABILITY
11.1Subject to clauses 11.2 and 11.3, Our maximum aggregate liability (including Our respective agents,
11.2To the extent permitted by law, We expressly exclude:
(i)all conditions, representation, warranties and other terms whether expressed or which might otherwise be implied by statute or common law;
(ii)any liability for indirect or consequential loss which are losses incurred as a side effect of the main loss or damage;
(iii)loss of profit;
(iv)loss of income or revenue;
(v)loss of business or contracts;
(vi)loss of data;
(vii)loss of good will and reputation;
(viii)loss of expectation;
(ix)loss of opportunity; or
(x)loss arising out of or in connection with wasted management or office time;
arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage
to Your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.
11.3Nothing in this clause 10 of these Terms shall serve to limit or exclude Our liability for death or personal injury resulting from Your negligence or any liability for fraudulent misrepresentation.
11.4Both parties accept that the limitations and exclusions set out in this clause 11 are reasonable having regard to all the circumstances.
11.5In the event that You have a claim or right of action against a User arising from their attendance at a Offer, You agree to pursue such claim or action independently of and without any demands from Us, and You fully and completely release Us from all claims, liability and damages arising from or in any way connected to such claim or action.
11.6In the event that a claim or action is brought against Us in connection with or arising from the Offers provided by You or Your use of the Services and/or the Website, including any breach by You of these Terms or any charges or complaints made by User against You, You agree to indemnify, hold harmless and defend Us from any losses, costs and expenses (including reasonable legal expenses) incurred or suffered by Us arising out of or in connection with such claim or action.
12 DATA PROTECTION
12.1Each party shall comply with the provisions of the Data Protection Act 1998 and all applicable data protection,
12.2Both parties shall provide reasonable assistance within a reasonable time to the other in respect of any enquiries from Users and the authority concerning the collection, retention, processing and use of User data collected by Us.
12.3Depending on Your selected Subscription package, the Services include a messaging facility allowing You to communicate with Users. However, You acknowledge that Users have access to privacy settings through their profile which permit them to opt out of such messaging facility and the receipt of unsolicited messages.
13.1Links to third party websites may from time to time appear on the Website. Such third party websites are not Our responsibility and We accept no responsibility for the availability, suitability, reliability or content of such third party websites and does not necessarily endorse the views expressed within them.
13.2If We fail at any time to insist upon strict performance of its obligations under these Terms, or if it fails to exercise any of the rights or remedies to which it is entitled to under these Terms, this will not constitute a waiver of any such rights or remedies and shall not relieve You from compliance with such obligations.
13.3A waiver by Us of any default shall not constitute a waiver of any subsequent default. No waiver by Us of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to You in writing.
13.4All notification and communication to Us should be sent to the contact details made available to You on the Website.
13.5If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent, be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
13.6You may print and keep a copy of these Terms, which form the entire agreement between You and Us and supersede any other communications or advertising with respect to the Website. You acknowledge that in entering a Contract, You have not relied on any representations, undertaking or promise given by or implied from anything said or written on the Website, the internet or in negotiation between You and Us except as expressly set out in these Terms.
13.7These Terms shall be governed by and construed in accordance with English law and shall be subject to the exclusive jurisdiction of English courts.