EVENT OWL LIMITED – TERMS AND CONDITIONS FOR ADVERTISERS WITH NO AFFILIATE MARKETING SCHEME
1.1 These terms and conditions, together with any policies from time to time set out on the Website are the terms (‘the Terms’) on which We provide the Services to You.
1.2 By accessing any part of the Website You warrant that You are at least 18 years old and legally capable of entering into binding contracts and agree to be bound by these Terms whether acting in Your personal capacity or on behalf of Your organisation. You agree that all persons who access the Website through Your internet connection are aware of them.
1.3 You are responsible for ensuring that You have access to the Website. Please read the Terms carefully as they affect Your rights and liabilities under the law. If You do not agree to be bound by the Terms You should not access or use the functions of the Website.
1.4 We may update these Terms from time to time for any reason including but not limited to legal or regulatory reasons or to allow the proper operation of the Website. Any changes will be notified to You via a suitable announcement on the Website. The changes will apply to the use of the Website after We have given such notice. If You do not wish to accept the new Terms You should not continue to access or use the functions of the Website. If You continue to access or use the functions of the Website after the date on which the changes come into effect, Your use of the Website indicates Your agreement to be bound by the new Terms.
1.5 We may temporarily or permanently modify or withdraw this Website (or any part thereof) with or without notice to You and confirm that We shall not be liable to You for any modification or withdrawal of the Website.
1.6 References to the Website include any current or future version of the Website and any mobile application through which You can access the Website or our Services from time to time.
1.7 You should print a copy of these Terms as applicable to You at any given time and save them to Your computer for future reference.
2. Content of the Website
2.1 We take reasonable care to ensure that all details, descriptions and prices appearing on the Website are correct at the time when the relevant information was entered onto the Website.
2.2 Although We aim to keep the Website as up to date as possible, the details, description and prices appearing on the Website at a particular time are influenced by Event Organisers and may not always reflect the accurate position exactly at the moment You view them.
2.3 We do not represent, undertake or warrant that access to the Website or any part of it shall be uninterrupted, reliable or fault free.
3. Obtaining the Services
3.1 In order to request the Services You shall email Us at email@example.com with Your proposal for an Advert. You must specify in Your proposal whether the Advert is desired to be listed on the Website in general, an Event Organiser’s individual event page, or on Our weekly event list updates and if You fail to designate as such then You shall be deemed to have requested an Advert for the Website in general. The proposal must contain a simple advert and link to Your home page/special offer page (‘the Advert Content’).
3.2 We shall acknowledge receipt of Your proposal (‘the Acknowledgement’), assess its suitability and undertake Our background checks on You.
(a) You satisfy Our background checks then We shall either notify You that:
(i) Your proposal is suitable; or
(ii) We deem it necessary to make certain amendments to Your proposal in order for it to be suitable; or
(iii) Your proposal is rejected and for the avoidance of doubt We reserve the right to refuse any proposal at Our absolute discretion; or
(b) You fail Our background checks then We shall notify You that Your proposal is rejected, (‘the Notice’).
3.4 If Your proposal is accepted or We deem it necessary to make certain amendments to Your proposal for it to be suitable then the Notice shall contain information as to the cost of the Services (‘the Cost’). If Your Advert is to be listed on an Event Organiser’s individual event page of the Website then 50% of the Cost will be received by the Event Organiser. Where Your Advert is a pay-per-click advert then We shall provide You with information as to the additional ongoing costs which We shall charge You in relation to this.
3.5 You shall be required to pay the Cost together with the Card Transaction Fee within seven (7) Business Days of the Notice otherwise We may at Our absolute discretion refuse to provide You with the Services.
3.6 Upon receipt of the sums due to Us in accordance with clause 3.3 a contract shall be deemed to have been formed between You and Us and in the event that We suggested amendments to Your proposal then You shall be deemed to have accepted Our amendments and We shall issue You with confirmation as such (‘the Confirmation’).
3.7 Save where otherwise agreed between the parties in writing We shall commence the provision of the Services to You by listing the Advert on:
(a) the Website in general for a period of 3 months from the date of the Confirmation; or
(b) an Event Organiser’s individual event page on the Website for as long as that event remains live on the Website,
(‘the Term’) subject to renewal in accordance with clauses 3.11 – 3.12 and subject to earlier termination in accordance with clause 6.
3.8 For the avoidance of doubt We shall not be liable to You for any delay, omission or refusal. We reserve the right to cancel or refuse any Advert proposal or Services purchased which We or the Event Organiser reasonably suspect to have been made fraudulently or through unauthorised use of any robot, spider or other automated device or any other illegal or unauthorised activity.
3.9 You agree and acknowledge that We may establish an account for the purposes of collecting data for Website analytics based on traffic passing through Your Advert. We may at Our absolute discretion provide You with access to a page on Our Website which shall enable You to monitor the success of the Advert.
3.10 Where the Advert is a pay-per-click Advert We shall issue You with an invoice on the final Business Day of each month in relation to the additional costs payable by You to Us as notified to You by Us in accordance with clause 3.4 above. The invoice is payable within 10 Business Days of the date of the invoice PLUS 20% INTEREST FOR LATE PAYMENTS.
3.11 Where You would like to continue receiving the Services beyond the expiration of the Term, You must provide Us with notice in writing no later than 10 Business Days prior to the expiry of the Term (‘the Renewal Request’). Upon receipt of the Renewal Request We shall at Our absolute discretion notify You of Our acceptance or rejection of the Renewal Request and provide You with information as to Costs payable.
3.12 You shall be required to pay the Costs plus a Card Transaction Fee prior to the expiration of the Term in order to renew. If You fail to issue a Renewal Request or pay the sums due to Us prior to the expiration of the Term, You shall be required to issue a new proposal for an Advert in accordance with clause 3.1.
4. Your Warranties
4.1 You warrant that at all times:
(a) the information that You provide Us with is accurate and complete;
(b) You are a Business;
(c) Your advert is not fraudulent or illegal in any other way;
(d) You are the owner of the Advert Content, or alternatively that You have obtained the necessary consent(s) from the owner(s) of the Advert Content to sub-licence any IP Rights which it uses or licences to Us;
(e) You have the right to grant Us a non-exclusive, perpetual, irrevocable, royalty-free licence to use the Advert Content;
(f) the Advert does not contravene any rules, laws or codes enforced by the Advertising Standards Agency or such other governing or supervening body in force from time to time and is not in breach of any other relevant legislation or regulation which apply to advertisers in general or Your products or services; and
(g) the express written consent of any living person who is or can be readily identified in the Advert has been obtained and that use of anyone’s personal data in the Advert does not contravene the Data Protection Act 1998.
4.2 The Advert Content, the Advert and any website to which the Advert links shall not:
(a) breach any laws or incite or encourage others to break such law, or infringe the rights or privacy of any person or legal entity;
(b) be discriminatory in any way;
(c) be pornographic, obscene, profane, vulgar, or contain swearing;
(d) defame any person, entity or organisation or in any way bring Us into disrepute;
(e) compete with Us in any way; or
(f) be otherwise offensive or illegal in Our reasonable opinion,
and We reserve the right to refuse to deal with any Advert Content that We consider to be in contravention of these Terms and to remove any such Advert Content or the Advert in its entirety at any time without liability to You.
4.3 You agree to act reasonably and co-operatively with Us in the event that We are required to investigate any illegal activity.
5. Intellectual Property and Data Protection
5.1 By issuing a proposal to Us in accordance with clause 3.1, You grant Us a non-exclusive, perpetual, irrevocable, royalty-free licence to use the Advert Content.
5.2 We reserve the right to make minor alterations to the Advert Content to confirm to Our specifications and You and agree and acknowledge that We accept no liability for such work.
5.3 The content of the Website and the material published on it is protected by copyright, trade marks, database right and other IP Rights. You may print one copy, and may download extracts, of any page from the Website for Your personal reference and You may draw the attention of others to provided You keep intact all and any copyright and proprietary notices.
5.4 Our status (and that of any identified contributors) as the authors of material on the Website must always be acknowledged. You may not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the materials or content on the Website without written permission from Us save to the extent that this constitutes use of the Advert Content in accordance with clause 5.1.
5.7 Each party shall keep indemnified the other against any costs, expenses, liabilities, claims, damages, penalties or fines that the other may incur in connection with a breach by the first party of the Data Protection Act 1998 or associated regulations in relation to the collection, sharing or use of personal data in connection with the performance of these Terms save where and to the extent that any such processing of personal data is undertaken at the specific request of the other party.
6. Termination and Consequences of Termination
6.1 Without affecting any other right or remedy available to Us, We may immediately and at Our absolute discretion either deny, terminate or suspend the provision of the Services to You by giving You notice in writing if:
(a) We reasonably believe that You have breached any term of the Terms or (if such a breach is remediable) You have failed to remedy that breach within the period during which We notify You to remedy such breach;
(b) We permanently withdraw the Website;
(c) in Our reasonable opinion You have been the subject of a sufficient degree of negative feedback from feedback questionnaires operated through Our Website or otherwise such that We believe that You may adversely affect Our reputation or are not of reputable standing;
(d) You suspend, or threatens to suspend, payment of Your debts or are unable to pay Your debts as they fall due or admit inability to pay Your debts or (being a company or limited liability partnership) are deemed unable to pay Your debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) are deemed either unable to pay Your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) have any partner to whom any of the foregoing apply; or
(e) You suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of Your business; or
(f) We cease to provide the Services.
6.2 Either party may terminate this agreement for any reason by serving notice of no less than 30 days on the other party.
6.3 Termination by Us shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach which existed at or before the date of termination.
6.4 Upon termination:
(a) We shall cease to provide the Services to You;
(b) all sums due and outstanding from You to Us shall be payable immediately save where We terminate this agreement in accordance with clause 6.2 in which case We shall at Our absolute discretion refund to You a proportionate amount of the sums paid by You to Us for the proportionate remainder of the term;
(c) We shall immediately cease to describe Ourselves as Your agent and cease to use all of Your trade marks, trade names and brand names (including without limitation on stationery and vehicles).
7. Liability and Indemnity
7.1 Except in respect of death or personal injury caused by Our negligence, and subject to Your statutory rights We shall not be liable for any representation (unless fraudulent), implied warranty, condition or other term, or legal duty for Loss suffered by You whether in contract, tort (including negligence), breach of statutory duty, or otherwise (even if foreseeable) arising out of or in connection with the provision of the Services.
7.2 Our entire liability under or in connection with these Terms shall not exceed the charges paid by You to Us in accordance with these Terms, except as expressly provided for in these Terms.
7.3 You agree to indemnify Us, keep Us indemnified and hold Us harmless against any Loss suffered by Us in connection with or arising out of these Terms as a result of Your breach of the Terms.
7.4 We may at any time, without notice to You, set off any liability owed by You to Us against any liability owed by Us to You, whether either liability is present or future, liquidated or unliquidated, and whether or not liability arises under these Terms. Any exercise by Us of Our rights under this clause shall not limit or affect any other rights or remedies available to Us under these Terms or otherwise.
8.1 Please contact Us via the details set out on the Website if at any time You have any questions about the Services that We have provided You or You would like to make a complaint or provide Us with any feedback.
(a) All notices and communications required to be sent by You shall be made and sent by e-mail to firstname.lastname@example.org or first class post or recorded delivery to 11 Nicholas Street, Burnley, Lancashire, BB11 2AL.
(b) All notices and communications required to be sent by Us shall be made and sent by e-mail to the e-mail address or post to the postal address provided to Us.
(c) If notice is given in accordance with this clause it shall be deemed to have reached the party to whom it is addressed on the next Business Day following the day of posting.
9.2 Force Majeure: Both parties will be released from their respective obligations in the event of national emergency, war, prohibitive governmental regulations, import or export regulations or embargoes, strikes, lock-outs or other industrial actions or trade disputes (whether involving Our employees or a third party), difficulties in obtaining network connection, parts or machinery, power failure or breakdown in machinery or any other cause beyond the reasonable control of the parties rendering performance of the contract for the provision of the Services impossible provided that this condition shall only have effect at Our discretion except when such event renders performance impossible for a continuous period of 2 calendar months.
9.3 Assignment: These Terms are personal to You and You shall not assign, transfer, mortgage, charge, subcontract or deal in any other manner with any of Your rights and obligations under these Terms without Our prior written consent (such consent not to be unreasonably withheld or delayed). We may assign, transfer, mortgage, charge, subcontract or deal at Our absolute discretion.
9.4 Third Parties: Except as otherwise specified in the Terms, it is the intention of the parties that no person not a party to the Terms shall have any rights in relation to it under the Contracts (Rights of Third Parties) Act 1999.
9.5 Entire Agreement: These Terms set out the entire agreement between the parties in connection with its subject matter and neither party has entered into these Terms in reliance on any warranty, representation or statement made by the other which is not set out in these Terms. Nothing in these Terms purports to exclude liability for any fraudulent statement or act.
9.6 Severability: In the event that any provision of these Terms or any part of such is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or indication of the same are received by either of the parties from any relevant competent authority the parties shall amend the relevant part of that clause in such reasonable manner as achieves the intention of the parties without illegality or at Our discretion that part of the relevant provisions may be severed from these Terms in which event the remaining Terms and the remaining part of the relevant condition shall remain in full force and effect.
9.7 Waiver: The failure of either party at any time or times to require performance of any provision hereof shall not affect that party's right to enforce such provision at a later time. No waiver by either party of any conditions or the breach of any term covenant representation or warranty contained in these Terms in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or be deemed to be or construed as a waiver of the breach of any other term covenant representation or warranty in these Terms.
9.8 Governing Law and Jurisdiction: These Terms are governed by the English law in every particular including formation and interpretation and shall be deemed to have been made in England. Any proceedings arising out of or in connection with the Website or the Order may be brought in any court of competent jurisdiction in England and Wales.
10.1 In these Terms, the following words and expressions shall have the following meanings unless inconsistent with the context or otherwise specified:
‘Advert’ means the sponsored or pay-per-click advert which You request in accordance with clause 3.1 and for which We provide the Services to You;
‘Business’ means any commercial enterprise which is not deemed to be a consumer for the purposes of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013;
‘Business Day’ means any day which is not a Saturday or Sunday, or public holiday in England;
‘Card Transaction Fee’ means the fee totaling 2.4% of the value of the transaction completed through the Website plus 20p;
‘Designated Account’ the account details of which You provided to Us during the registration or such other account as notified by You to Us in writing from time to time.
‘Event Organiser’ means the Business and any authorised person acting on the Event Organiser’s behalf who has registered with Us via the Website to list events on the Website;
‘IP Rights’ means any copyrights, analogist rights, trade marks, know-how and other proprietary intellectual property rights;
‘Loss’ any direct, indirect or consequential loss, damage, costs or expenses;
‘Service’ means the advertising services which We provide to You in accordance with these Terms;
‘VAT’ means value added tax applicable from time to time;
‘Website’ means eventowl.co.uk or any mobile application on which You can access our Services;
‘We’, ‘Us’, ‘Our’, ‘Ourselves’ means Event Owl Limited (company number 08803121 and VAT service number 188159170) and whose registered office is at 11 Nicholas Street, Burnley, Lancashire, BB11 2AL;
‘You’, ‘Your’ means the advertiser receiving the Services from Us in its capacity as a Business.