HOSTOLOGY LIMITED: BUSINESS SUBSCRIPTION TERMS

YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 12 (DISCLAIMER, LIABILITY AND INDEMNITY).

BACKGROUND

These terms, together with any and all other documents referred to herein, set out the terms on which we provide our subscriptions to registered venues, wedding planners and other businesses/traders who provide services for events or the organisation/management of events, through this website https://www.hostology.co.uk and any associated application and platform (collectively the ‘Site’). Please read these terms carefully and ensure that you understand them before purchasing any subscription from us. You will be required to accept these terms when ordering a subscription. By registering with us and paying for a subscription, you warrant that you are a corporate venue, a wedding planner or any other businesses/trader who provides services for events or the organisation/management of events, and you are agreeing to comply with these terms. If you do not agree to comply with and be bound by these terms, you will not be able to purchase a subscription with us.

1. Information About Us

  • 1.1 Our Site is owned and operated by Hostology Limited, a limited company registered in England and Wales under 11194592, whose registered office and trading address is at Britannia House, 1-11 Glenthorne Road, London W6 0LH ("we/us/our").
  • 1.2 You can contact us by telephoning our customer service team at 020 8563 9000 or by writing to us at support@hostology.co.uk.

2. Access to and Use of Our Site

  • 2.1 Access to our Site is provided "as is" and on an "as available" basis and we reserve the right to update our Site and to introduce changes e.g. bug fixes and adding new features from time to time. We shall use commercially reasonable endeavours to make our Site available 24 hours a day, seven days a week, with minimum disruption to our users, except for:
    • 2.1.1 Planned downtime and maintenance carried out during weekends or during the maintenance window of 10.00 pm to 3.00 am UK time during weekdays; and
    • 2.1.2 Unscheduled maintenance and upgrades performed outside the hours of 9.00 am to 5:30 pm local UK time on business days, provided that we have used reasonable endeavours to give you at least 2 hours' notice in advance.
  • 2.2 We will, as part of our service and at no additional cost to you, provide you with customer support services by way of email support and telephone support (on request via email) between Monday to Friday during the hours of 9:30am to 5pm GMT. In our sole discretion, we may also offer free help pages, webinars and other training sessions from time to time. Any paid-for training and events will be subject to separate terms notified to you and agreed between us in writing.
  • 2.3 Use of our Site is subject to our Website Terms of Use. Please ensure that you have read them carefully and that you understand them.

3. Subscriptions, Services, Pricing and Payment

  • 3.1 Once you have purchased a subscription (and subject to continued payment and receipt of any and all subscription fees due), you will within our private and secure network be able to:
    • 3.1.1 invite customers to register an account with us and subsequently interact with them in order to plan, share and facilitate the details, organisation and execution of their event (including uploading, downloading, sharing and commenting on documents, notes, messages, customised itineraries, invoices, menus/drinks, accommodation, recommended suppliers and so forth);
    • 3.1.2 customise/ white-label your account with your company branding which will be visible to your customers and their guests;
    • 3.1.3 set up team users by department within your organisation and allocate defined user categories to them (such as ‘admins’), depending on the number of users permitted under your subscription band (if applicable);
    • 3.1.4 add ‘events’ to your account (such number of events not to exceed any limitations notified to you as part of any particularly subscription purchased) and attach customer to those events (with the ability to connect additional linked email logins to the same events, such as the groom, mother-in-law, wedding planner and so forth);
    • 3.1.5 send your customers and their guests email reminders;
    • 3.1.6 invite recommended suppliers to register an account with us (at no cost) and subsequently link them to your venue or an event;
    • 3.1.7 send and receive, and permit your customers and suppliers to send and receive, communications regarding compliance documents, insurance, price lists, brochures;
    • 3.1.8 communicate via the Site with your customers’ guests in order to send and receive invitations, RSVPs, dietary requirements and so forth;
    • 3.1.9 join the Hostology Collective, which permits members to offer each other advice and share experience within the private member forum, as well as to partake in any free or paid-for events or training sessions we may offer from time to time, and take advantage of any supplier offers and discounts published within the Collective, (collectively, the ‘Services’).
  • 3.2 Our subscription fees will be the price indicated on the Pricing section of our Site when you place your order. We reserve the right to offer different subscription products depending upon the number of users and/or live events you wish to add to your account. If you wish to increase your usage and event numbers, you must either notify us and we will give you the option to upgrade your account to the next subscription band, or where any upgrade is automatically effected by our Site (as a result of the number of events increasing or the user/ event threshold having been reached) you will be required to consent to the increased fees.
  • 3.3 We accept payment by credit card. Payment must be made via our third party payment provider (currently Stripe). You will be charged when we process your order and billed automatically thereafter on each calendar monthly renewal date unless you or we terminate your subscription in accordance with these terms. You hereby authorise such payments and acknowledge that time of payment is of the essence.
  • 3.4 By providing payment provider information through our Site and authorising payments, you represent and warrant that: (a) you are legally authorised to provide such information; (b) you are legally authorised to perform payments using your chosen payment method; (c) such action does not violate the terms and conditions applicable to your use of such payment methods or applicable law; and (d) there are sufficient funds or credit available to complete the payment using the designated payment method.
  • 3.5 We may from time to time change our prices and add, alter, or remove special offers, free trials and promotional codes, as indicated on our Site. Changes in price will not affect any subscription that you have already purchased but will apply to any subsequent renewal or new subscription. We will inform you of any change in price before the change is due to take effect. If you do not agree to such a change, you may cancel your subscription upon the expiry of its then current term.
  • 3.6 Prices on our Site are shown exclusive of VAT and are payable in pounds sterling. If the VAT rate changes between your order being placed and us taking payment, the amount of VAT payable will be automatically adjusted when taking payment.
  • 3.7 Payments due must be made in full, without any set-off, counterclaim, deduction, or withholding (except where any deduction or withholding of tax is required by law).
  • 3.8 If we have not received payment within 14 days after the due date, and without prejudice to any of our other rights and remedies:
    • 3.8.1 we may, without liability to you, disable your password, account and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the outstanding fees remain unpaid; and
    • 3.8.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of our bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgement.

4. Orders – How Contracts Are Formed

  • 4.1 Our Site will guide you through the process of purchasing a subscription. Before completing your purchase, you will be given the opportunity to review your order and amend it. Please ensure that you have checked your order carefully before submitting it.
  • 4.2 If, during the order process, you provide us with incorrect or incomplete information, please contact us as soon as possible. If we are unable to process your order due to incorrect or incomplete information, we will contact you to ask to correct it. If you do not give us the accurate or complete information within a reasonable time of our request, we will cancel your order and treat the contract as being at an end. We will not be responsible for any delay in the availability of the Services that results from you providing incorrect or incomplete information.
  • 4.3 No part of our Site constitutes a contractual offer capable of acceptance. Your order to purchase a subscription constitutes a contractual offer that we may, at our sole discretion, accept. Our acceptance is indicated by us sending you a subscription confirmation by email. Only once we have sent you a such confirmation will there be a legally binding contract between us and you.
  • 4.4 Subscription confirmations shall contain the following information:
    • 4.4.1 confirmation of the subscription ordered including full details of its main characteristics and the Services available as part of it;
    • 4.4.2 fully itemised pricing for your subscription including, where appropriate, taxes, and other additional charges; and
    • 4.4.3 the duration of your Subscription (including the start date, and the renewal dates).
  • 4.5 In the unlikely event that we do not accept or cannot fulfil your order for any reason, no payment will be taken under normal circumstances. If we have taken payment any such sums will be refunded to you as soon as possible, and in any event within 14 calendar days of the day on which the event triggering the refund occurs.

5. Our Obligations

  • 5.1 We undertake that the Services will be supplied substantially in accordance with our description of them and with reasonable skill and care. If the Services do not conform with the foregoing undertaking, we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes our sole and exclusive remedy in this respect.
  • 5.2 The undertaking at Clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to these terms and our instructions.
  • 5.3 Our standards for interactive services, such as forums, chat rooms and bulletin boards, are as follows:
    • 5.3.1 we will set out information about the service;
    • 5.3.2 we will set out what form of moderation we use for the Site;
    • 5.3.3 we will try to assess risks on the Site and will moderate if we think it is appropriate.
  • 5.4 Please note, however, that we are not required to moderate our interactive service. We will not be responsible for any loss to anyone who does not use the Site according to our standards (whether or not we have moderated the service).

6. Accounts

  • 6.1 You must protect any sensitive information and materials associated with your account, including (but not limited to) your username, password, log-in details, documents, policies, notices and correspondence, and make sure that these are not disclosed to any unauthorised third parties.
  • 6.2 You warrant that you have and will maintain all necessary licences, consents, and permissions necessary for the performance of your obligations under these terms.

7. Licence

  • 7.1 When you purchase a subscription, we grant you a limited, non-exclusive, non-transferable, non-sublicensable licence during the term of your subscription to access and use and to permit your authorised users who have registered with us (‘Authorised Users’) to access our Site and to enable you to use the Services during the term of your subscription, solely to the extent necessary to benefit from the Services provided under the subscription and in accordance with these terms and the purpose for which they were provided.
  • 7.2 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Site and the Services and, in the event of any such unauthorised access or use, promptly notify us. In relation to the Authorised Users, you undertake that:
    • 7.2.1 the maximum number of Authorised Users that you invite to access and use the platform shall not exceed the number of users authorised as part of any applicable subscription band purchased; and
    • 7.2.2 you will not procure or allow any user subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Site.
  • 7.3 You shall not (except as may be allowed by any applicable law and except to the extent expressly permitted by us):
    • 7.3.1 use the Site or the Services in any way, or for any purpose, that is unlawful or fraudulent;
    • 7.3.2 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Site or the Services in any form or media or by any means;
    • 7.3.3 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Site or the Services;
    • 7.3.4 access all or any part of the Site or the Services in order to build a product or service which competes with our service; or
    • 7.3.5 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any unauthorised third party.

8. Provision and Availability of the Services

  • 8.1 We will provide the Services to you in all material respects in line with the description of the Services provided on our Site and in these terms. We can make any changes or updates to our Services if this is necessary to comply with any relevant law or safety requirement, or if the change does not significantly affect the nature or quality of the Services. (Please note that this does not prevent us from enhancing the Services, thereby going beyond the original description.) However, if any change is made that would affect your use of the Services, suitable information will be provided to you.
  • 8.2 Access to your account and the Services will be available to you immediately when we send you a subscription confirmation email and will continue to be available for the duration of your subscription (including any renewals), or until your subscription is otherwise ended.
  • 8.3 If we need to suspend availability of the Site or the Services to make the changes or updates referred to in Clause 8.1, we will inform you in advance of the suspension and explain why it is necessary (unless we need to suspend availability for urgent or emergency reasons in which case we will inform you as soon as reasonably possible after suspension).

9. Intellectual Property and Acceptable Use

  • 9.1 You acknowledge and agree that we and/or our licensors own all intellectual property rights (including but not limited to copyright and trademarks) in connection with our Services and our Site, including all information, text, material, logos, graphics, advertisements, software code and data comprising the Site and the Services, which are protected by intellectual property laws and treaties around the world. Except as expressly stated herein, these terms do not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Site.
  • 9.2 You shall retain all of your ownership rights in your trademarks and branding which you use to customise your account. You agree, represent and warrant that you have the right to submit any text, logos, documents, information, data, images, photographs, audio or video material transmitted to us or uploaded to our Site by you for the purpose of using the Services or facilitating the use thereof (‘User Content’) and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the User Content.
  • 9.3 You are solely responsible for securing and backing up all User Content and any information, data, materials and documentation saved or shared within your account. These materials will no longer be accessible after your subscription has ended or if the Site is offline or experiencing planned maintenance or downtime for any reason. We strongly encourage all users to download copies of their User Content and store this offline to enable continued access at all times.
  • 9.4 You hereby grant to us an unconditional, non-exclusive, fully transferable, royalty-free, perpetual worldwide licence to use, store, archive, syndicate, publish, transmit, adapt, edit, reproduce, distribute, prepare derivative works from, display, perform and sub-licence your User Content (subject to our confidentiality obligations in Clause 11) for the sole purpose of enabling us to operate the Site and provide the Services to you and your Authorised Users in accordance with these terms.
  • 9.5 We reserve the right, but shall not be obliged, to screen, edit and/or remove any User Content transmitted via our Site where its content, in our sole opinion, violates our content standards, or if we receive a complaint from a third party and determine that the content in question should be removed as a result.
  • 9.6 When submitting User Content (or communicating in any other way using our Site), you must not submit, communicate or otherwise do anything that:
    • 9.6.1 is sexually explicit, obscene, deliberately offensive, hateful or otherwise inflammatory;
    • 9.6.2 promotes violence, or promotes or assists in any form of unlawful activity;
    • 9.6.3 discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation or age;
    • 9.6.4 is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
    • 9.6.5 is calculated or is otherwise likely to deceive;
    • 9.6.6 is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy;
    • 9.6.7 misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive;
    • 9.6.8 implies any form of affiliation with us where none exists;
    • 9.6.9 infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright and trademarks) of any other party;
    • 9.6.10 is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence;
    • 9.6.11 involves the sending of unauthorised mass-communication such as "spam" or "junk mail"; or
    • 9.6.12 is otherwise illegal or causes damage or injury to any person or property.
  • 9.7 We reserve the right to suspend or terminate (whether temporarily or permanently) your subscription or your account access if you materially breach the provisions of this Clause 9 or any of the other provisions of these terms. Specifically, we may take one or more of the following actions:
    • 9.7.1 remove any User Content submitted by you that violates this Clause 9;
    • 9.7.2 issue you with a written warning;
    • 9.7.3 take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;
    • 9.7.4 take further legal action against you as appropriate;
    • 9.7.5 disclose such information to law enforcement authorities as required or as we deem reasonably necessary; and/or
    • 9.7.6 any other actions that we deem reasonably appropriate (and lawful).
  • 9.8 We hereby exclude any and all liability arising out of any actions (including, but not limited to those set out above) that we may take in response to breaches of these terms. If we take any of the above actions as a result of your breach of these terms, you will not be entitled to any refund.

10. Ending Subscriptions

  • 10.1 Your subscription shall be automatically renewed at the end of each monthly subscription period.
  • 10.2 You may cancel your subscription at any time by following the cancellation steps in your account or by contacting us. However, unless expressly indicated in these terms, we cannot offer any refunds and you will continue to have access to the Site and the Services for the remainder of your current subscription (up until the renewal date), whereupon the subscription will end.
  • 10.3 You may end your subscription at any time if we are in material breach of these terms or if we have informed you of a forthcoming change to your subscription, the Services, or to these terms to which you do not agree. If the change is set to take effect or apply to you before the end of your current subscription, we will issue you with a pro-rated refund equal to the remaining time left in that subscription (or if we are in breach of contract a refund equal to the remaining time left in that subscription from the point of breach). If the change will not take effect or apply to you until the expiry of your current subscription, your subscription will end at the end of that subscription period and you will continue to have access to the Services until that date.
  • 10.4 If we have suspended availability of the Services for more than 30 days, or we have informed you that we are going to do so, you may end your subscription immediately, as described in Clause 10.3 and we will issue you with a refund in respect of the period after you end the subscription.
  • 10.5 We may end your subscription with immediate effect by giving written notice to you (including email notice) if you: a) fail to pay any amount due on the due date for payment and remain in default not less than 14 days after being notified to make such payment; b) commit a material breach of any of these terms; c) are unable to pay your debts as they fall due or are the subject of bankruptcy or other insolvency procedures or any other event analogous to the foregoing in any jurisdiction; or d) suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business.
  • 10.6 If you wish to exercise your right to end your subscription under this Clause 10, you may inform us of your cancellation by contacting us at support@hostology.co.uk.
  • 10.7 Where any refund is due in accordance with these terms, they will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which you inform us that you wish to cancel, using the same payment method that you used when purchasing your subscription.
  • 10.8 On termination or expiry of your subscription, all licences granted hereunder shall immediately terminate and any provision of these terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry shall remain in full force and effect.

11. Confidentiality

  • 11.1 Each party may be given access to information that is proprietary or confidential and is either clearly labelled as such or identified as confidential information (‘Confidential Information’) from the other party in order to perform its obligations under these terms. A party's Confidential Information shall not be deemed to include information that:
    • 11.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
    • 11.1.2 was in the other party's lawful possession before the disclosure;
    • 11.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
    • 11.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.
  • 11.2 Subject to Clause 11.3, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party without authorisation, or use the other's Confidential Information for any purpose other than the implementation of these terms.
  • 11.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction.
  • 11.4 The above provisions of this Clause 11 shall survive termination of this agreement, however arising.

12. Disclaimer, Liability and Indemnity

  • 12.1 We have no control over, or involvement in, any of our users’ businesses and are not responsible for any actions taken by, or any goods or services provided by, any subscriber, customers, guests or suppliers.
  • 12.2 We do not guarantee that any part of our Site or Services is suitable for use in commercial situations or that it provides accurate information or advice on which business decisions can be based.
  • 12.3 Although we use all reasonable skill and care to make sure that our Site is secure and free of viruses and other malware, you need to take responsibility for the security of your personal details and computer. We are not liable for our Site being disrupted or unavailable as a result of causes beyond our control (including, ISP/host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions), or for any loss or damage arising from a virus, other malware, hacking or any other harmful material or event that may damage or disrupt your hardware, software, data or other material as a result of you using our Site (including downloading any content from it) or any other site referred to on our Site.
  • 12.4 Notwithstanding Clause 5, we do not warrant that your use of the Site or the Services will be uninterrupted or error-free or that they will meet your (or your Authorised User’s) requirements or expectations, that they will be fit for a particular purpose, that they will be compatible with all software and hardware, secure, or that success or any other specific results may be achieved.
  • 12.5 We shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
  • 12.6 You shall, to the extent permitted by law and except as otherwise expressly provided in these terms, be solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet is expressly excluded.
  • 12.7 Subject to Clause 12.9, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, loss of sales, loss of goodwill or reputation, loss of anticipated savings, for any loss of business opportunity, loss or corruption of data or information, pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these terms, even if it could have been foreseen.
  • 12.8 Our total aggregate liability to you shall be limited to the total subscription fees paid by you during the 12 months immediately preceding the date on which the claim arose.
  • 12.9 Nothing in these terms seeks to limit or exclude our liability for death or personal injury caused by our negligence (including that of our employees, agents or subcontractors); for fraud or fraudulent misrepresentation; or for any other matter in respect of which liability cannot be excluded or restricted by law.
  • 12.10 You shall defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services and the Site and any breach of these terms.
  • 12.11 The parties acknowledge and agree that the limitations contained in this Clause 12 are reasonable in the light of all the circumstances.

13. Events Outside of Our Control (Force Majeure)

  • 13.1 We shall have no liability to you under these terms if we are prevented from or delayed in performing our obligations, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
  • 13.2 If our supply of the Services is delayed by an event outside our reasonable control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end your subscription and receive a pro-rated refund equal to the remaining time left in that subscription.

14. Data Protection

  • 14.1 You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of any personal data provided to us by you or by third parties on your behalf for the purpose of using the Services.
  • 14.2 Both you and we will comply with all requirements of applicable data protection and privacy legislation in force from time to time, 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, and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (the ‘Data Protection Legislation’). Please refer to our Privacy Policy for further details concerning our collection, processing and storage of personal data.
  • 14.3 You and we acknowledge that:
    • 14.3.1 if we process any personal data on your behalf when performing our obligations under these terms, you are the controller and we are the processor for the purposes of the Data Protection Legislation.
    • 14.3.2 the personal data may be transferred or stored outside the EEA or the country where you and the Authorised Users are located in order to carry out the services and our other obligations under these terms.
  • 14.4 You will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to us for the duration and purposes of your subscription so that we may lawfully use, process and transfer the personal data in accordance with these terms on your behalf.
  • 14.5 We shall, in relation to any personal data processed in connection with the performance by us of our obligations under these terms:
    • 14.5.1 not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
      • 14.5.1.1 you or we have provided appropriate safeguards in relation to the transfer;
      • 14.5.1.2 the data subject has enforceable rights and effective legal remedies;
      • 14.5.1.3 we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
      • 14.5.1.4 we comply with reasonable instructions notified to us in advance by you with respect to the processing of the personal data.
    • 14.5.2 ensure that any and all staff with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential;
    • 14.5.3 assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
    • 14.5.4 notify you without undue delay on becoming aware of a personal data breach;
    • 14.5.5 at your written direction, delete or return personal data and copies thereof to you on termination of your subscription unless required by law to store the personal data; and
    • 14.5.6 maintain complete and accurate records and information to demonstrate our compliance with this Clause 14.
  • 14.6 You and we shall ensure that we each have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures.
  • 14.7 You consent to us appointing Hubspot, Mailchimp or other regulated data processing service, as a third-party processor of personal data under these terms. We confirm that we have entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business and which reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the you and us, we shall remain fully liable for all acts or omissions of any third-party processor appointed by us pursuant to this Clause 14.

15. Third Party Providers and Advertising

  • 15.1 You acknowledge that the Services may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that you do so solely at your own risk. We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you (or your Authorised Users), with any such third party. Any contract entered into and any transaction completed via any third-party website (including but not limited to agreements regarding supplier fees, venue rental, and external catering budgets) is between you and the relevant third party, and not us. We are not a broker between you and your customers and suppliers. Before obtaining products or services from any third party, it is your responsibility to ensure the appropriateness and quality of the products/services they provide and to verify any information appearing about them or their offering on our Site. We recommend that you refer to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. We do not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
  • 15.2 We may feature advertising and promotions on the Site and we reserve the right to display advertising and promotions on, about, or in conjunction with your User Content without any payment being or becoming due to you. The manner, mode and extent of such advertising and promotions are subject to change without specific notice to you. We are not responsible for the content of any advertising on the Site. Each advertiser is responsible for the content of their own advertising material. We will not be responsible for any advertising on the Site including, but not limited to, any errors, inaccuracies, or omissions.

16. Communications from us

  • 16.1 We may from time to time send you important notices by email. Such notices may relate to matters including, but not limited to, service changes, changes to these terms, and changes to your account.
  • 16.2 We will never send you marketing emails of any kind without your express consent. If you do give such consent, you may opt out at any time. Any and all marketing emails sent by us include an unsubscribe link. If you opt out of receiving emails from us at any time, it may take up to 7 business days for your new preferences to take effect.

17. General

  • 17.1 These terms constitute the entire agreement between us and you with respect to your purchase of a subscription from us. You acknowledge that you have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of us that is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.
  • 17.2 We can change these terms and conditions from time to time. We will give you written notice of any changes which disadvantage you. If there is any difference between these terms and conditions and any previous versions of them, these terms and conditions will apply (except where they say otherwise).
  • 17.3 We may transfer (assign) our obligations and rights under these terms to a third party (this may happen, for example, if we sell our business). If this occurs, you will be informed by us in writing. Your rights under these terms will not be affected and our obligations under these terms will be transferred to the third party who will remain bound by them.
  • 17.4 You may not transfer (assign) or subcontract your obligations and rights under these terms without our express written permission.
  • 17.5 The contract is between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these terms.
  • 17.6 If any of the provisions of these terms are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these terms, which shall be valid and enforceable.
  • 17.7 No failure or delay by us in exercising any of our rights under these terms means that we have waived that right, and no waiver by us of a breach of any provision of these terms means that we will waive any subsequent breach of the same or any other provision.
  • 17.8 Nothing in these terms creates any partnership or joint venture between you and us, or makes either you or us the other party's agent. Neither party has any authority to act as an agent for, or to bind, the other in any way.

18. Law and Jurisdiction

  • 18.1 These terms, and the relationship between you and us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.
  • 18.2 Any disputes concerning these terms, the relationship between you and us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.