VENUE PARTNER
TERMS AND CONDITIONS
Last Updated on: 12th Dec 2024
1.1.
In these Terms and Conditions:
"Account" means an account enabling a person to access and use the Hosted Services, including both administrator accounts and user accounts;
"Affiliate" means an entity that controls, is controlled by, or is under common control with the relevant entity;
"Agreement" means the Commercial Terms together with these Terms and Conditions including any Schedules, and any amendments to this Agreement from time to time;
"Applicable Data Protection Laws" means all laws and regulations, including but not limited to laws and regulations of the State of California, the Commonwealth of Virginia, the European Union, the European Economic Area and their member states, Switzerland, and the United Kingdom, applicable to the Processing of Personal Data under the Agreement
"Business Day" means any weekday other than a bank or public holiday in England;
"Business Hours" means the hours of 09:00 to 17:30 GMT/BST on a Business Day;
"Charges" means such amounts as may be specified in the Commercial Terms including Partner Fees and Subscriptions.
"Control" means the legal power to control (directly or indirectly) the management of an entity (and "Controlled" should be construed accordingly);
“Confidential Information" means:
(a)
any information disclosed by the disclosing party or their suppliers to the receiving party during the Term of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure:
(i)
was marked or described as "confidential"; or
(ii)
should have been reasonably understood by the receiving party to be confidential.
(b)
the Venue Partner Data;
“Venue Partner Data" means all data, works and materials uploaded to or stored on the Platform by the Venue Partner; transmitted by the Platform at the instigation of the Venue Partner; supplied by the Venue Partner to Venuedirectory for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Venue Partner;
“Venue Partner Personal Data" means any Personal Data that is processed by Venuedirectory on behalf of the Venue Partner in relation to this Agreement, but excluding any personal data with respect to which Venuedirectory is a data controller;
“Database" means the database or platforms including any and all contents thereof created by Venuedirectory;
“Effective Date" means the date in the Commercial Terms;
“Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Hosted Services" means the Venuedirectory platforms, as specified in the Hosted Services Specification which will be made available by Venuedirectory to the Venue Partner as a service via the internet in accordance with this Agreement;
“Hosted Services Defect" means a defect, error or bug in the Platform having an adverse effect OR a material adverse effect on the operation, functionality or performance of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of:
(a)
any act or omission of the Venue Partner or any person authorised by the Venue Partner to use the Platform or Hosted Services;
(b)
any use of the Platform or Hosted Services contrary to the Documentation, whether by the Venue Partner or by any person authorised by the Venue Partner;
(c)
a failure of the Venue Partner to perform or observe any of its obligations in this Agreement; and/or
(d)
an incompatibility between the Platform or Hosted Services and any other system, network, application, program, hardware or software not specified as compatible in the Hosted Services Specification;
"Hosted Services Specification" means the specification for the Platform and Hosted Services set out in Part 2 of Schedule 1 (Hosted Services particulars) and in the Documentation;
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregisterable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Partnership Fee” means the fees payable by the Venue Partner in respect of services provided under this Agreement, as set out in the Commercial Terms
"Maintenance Services" means the general maintenance of the Platform and Hosted Services, and the application of Updates and Upgrades;
"Minimum Term" means in respect of this Agreement, the period of 12 months beginning on the Effective Date;
"Personal Data" has the meaning given to it in the General Data Protection Regulation (Regulation (EU) 2016/679);
"Platform" means the platform managed by Venuedirectory and used by Venuedirectory to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;
“Protected Information” means: (i) the racial or ethnic origin of the data subject; (ii) his/her political opinions; (iii) his/her religious beliefs or other beliefs of a similar nature; (iv) whether he/she is a member of a trade union (within the meaning of the Trade Union and Labour Relations (Consolidation) Act 1992); (v) his/her physical or mental health or condition (except for food allergies or medical contact information); (vi) his/her sexual life; (vii) the commission or alleged commission by him/her of any offense; (viii) any proceedings for any offence committed or alleged to have been committed by him/her, the disposal of such proceedings or the sentence of any court in such proceedings; (ix) national, social security or taxpayer id number or other government issued id numbers, date of birth and/or gender; (x) financial account information; or (xi) other information that a reasonable person would recognize as being highly sensitive. For clarity, Protected Information does not include business card type information such as name, title, company name, mailing address, email address, and phone number.
"Schedule" means any schedule attached to the main body of this Agreement;
"Services" means any services that Venuedirectory provides to the Venue Partner, or has an obligation to provide to the Venue Partner under this Agreement;
"Set Up Services" means the configuration, implementation and integration of the Hosted Services in accordance with Part 1 of Schedule 1 (Hosted Services Particulars);
"Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;
"Supported Web Browser" means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that Venuedirectory agrees in writing shall be supported;
"Term" means the term of this Agreement, set out in the Commercial Terms;
"Update" means a hotfix, patch or minor version update to any Platform software; and
"Upgrade" means a major version upgrade of any Platform software.
1.2.
a reference to a statute or statutory provision includes a reference to:
1.2.1
that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
1.2.2
any subordinate legislation made under that statute or statutory provision.
1.3.
The Clause headings do not affect the interpretation of this Agreement.
1.4.
References in this Agreement to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.
1.5.
In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
2.1.
This Agreement shall come into force upon the Effective Date.
2.2.
This Agreement shall continue in force for the Term upon which this Agreement shall renew automatically on an annual rolling basis subject to termination in accordance with Clause 16 or any other provision of this Agreement
3.1.
Venuedirectory shall provide the Set-Up Services to the Venue Partner in accordance with Part 1 of Schedule 1.
3.2.
Venuedirectory shall use reasonable endeavours to ensure that the Set-Up Services are scheduled promptly following the Effective Date.
3.3.
The Venue Partner acknowledges that a delay in the Venue Partner performing its obligations in this Agreement may result in a delay in the performance of the Set-Up Services and Venuedirectory will not be liable to the Venue Partner in respect of any failure to meet the Set-Up Services timetable to the extent that that failure arises out of a delay in the Venue Partner performing its obligations under this Agreement.
3.4.
Subject to any written agreement of the parties to the contrary, any and all Intellectual Property Rights that may arise out of the performance of the Set-Up Services by Venuedirectory shall be the exclusive property of Venuedirectory.
4.1.
Venuedirectory shall create an Account for the Venue Partner and shall provide the login details for that Account on the completion of the Set-Up Services.
4.2.
Venuedirectory hereby grants to the Venue Partner a non-transferable, non-exclusive and revocable subscription right to access and use the Hosted Services by means of a Supported Web Browser solely by authorized users for the internal business purposes of the Venue Partner during the Term in accordance with the terms of this Agreement. Except for the foregoing subscription right, no other right in the Hosted Services is granted hereunder, and the Hosted Services and Platform are and will remain the sole and exclusive property of Venuedirectory.
4.3.
Use of the Platform under Clause 4.2 is granted by Venuedirectory to the Venue Partner subject to the following limitation: the Hosted Services may only be used by the authorised officers, employees, agents and subcontractors of either the Venue Partner or an Affiliate of the Venue Partner.
4.4.
Except to the extent expressly permitted in this Agreement (or required by law) the licence granted by Venuedirectory to the Venue Partner under Clause 4.2 is subject to the following prohibition: the Venue Partner must not permit any unauthorised person to access or use the Hosted Services,
4.5.
The Venue Partner shall use reasonable endeavours, including reasonable security measures relating to administrator Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an administrator Account. The Venue Partner is solely responsible for any losses arising from any use of Accounts, either with or without Venue Partner’s knowledge. The Venue Partner will de-activate inactive Accounts within the application or notify Venuedirectory in writing to deactivate such Accounts if such functionality is not available within the Hosted Services.
4.6.
The Venue Partner must comply with Schedule 2 (Acceptable Use Policy) and must ensure that all persons using the Hosted Services with the authority of the Venue Partner or by means of an administrator Account comply with Schedule 2 (Acceptable Use Policy).
4.7.
The Venue Partner must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
4.8.
The Venue Partner must not use the Hosted Services:
4.8.1.
in any way that is unlawful, illegal, fraudulent or harmful; or
4.8.2.
in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
4.9.
Venuedirectory may suspend the provision of the Hosted Services if any amount due to be paid by the Venue Partner to Venuedirectory under this Agreement is overdue, and Venuedirectory has given to the Venue Partner at least 30 days’ written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
4.10.
Access to the Hosted Services is limited to the version in Venuedirectory’s production environment, accessed via the internet using a Venue Partner-provided browser that is compatible with Venuedirectory’s Documentation. Venuedirectory regularly updates its Hosted Services and reserves the right to add or substitute materially equivalent functional features in the event of product unavailability, end-of-life, updates or changes to software requirements. The Hosted Solutions will be hosted on a server that is maintained by Venuedirectory or its designated third-party supplier or data center. The Venue Partner is solely responsible for obtaining and maintaining at its expense all equipment needed to access the Hosted Services, including internet access and adequate bandwidth.
5.1.
Venuedirectory shall use reasonable skill and care to provide the Support Services in accordance with Schedule 3 (Support SLA) to the Venue Partner during the Term.
5.2.
Support Services provided by Venuedirectory as part of the Services comprises of (i) technical support for workarounds so that the Hosted Services operates in material conformance with the Documentation and (ii) release of updates to the Hosted Services, if and when available. For the avoidance of doubt, updates to the Hosted Services may include subsequent releases, which may include bug fixes, patches, error corrections, minor and major releases, non-new platform changes, or modifications or revisions that enhance existing performance. Updates exclude new products, updates to the Database, Platforms, new modules or additional functionality for which Venuedirectory generally charges a separate fee.
5.3.
Venuedirectory may suspend the provision of the Support Services if any amount due to be paid by the Venue Partner to Venuedirectory under this Agreement is overdue, and Venuedirectory has given to the Venue Partner at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.
6.
Venue Partner obligations
6.1.
The Venue Partner shall pay the Partner Fee.
6.2.
Save to the extent that the parties have agreed otherwise in writing, the Venue Partner must provide to Venuedirectory, or procure for Venuedirectory, such:
6.2.1.
co-operation, support and advice;
6.2.2.
information and documentation; and
6.2.3.
governmental, legal and regulatory licenses, consents and permits,
as are reasonably necessary to enable Venuedirectory to perform its obligations under this Agreement.
6.3.
The Venue Partner acknowledges and agrees that use of the Hosted Services do not require the Venue Partner to provide any Protected Information to or through the Hosted Services. The Venue Partner will not (and will ensure that its agents and users do not) upload, provide or submit any Protected Information to the Hosted Services. The Venue Partner agrees that Venuedirectory will have no liability to the Venue Partner or Venue Partner’s agents, users or any other related party for Protected Information. Venuedirectory may upon notice to the Venue Partner suspend all or portion of the Venue Partner’s or its users’ access to the Hosted Services f Venuedirectory has a good faith belief that Venue Partner or its agents or users have breached the restrictions in this Section.
7.1.
As between Venue Partner and Venuedirectory, Venue Partner owns all rights, title and interest in and to all Venue Partner Data. Venue Partner has sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property ownership of and right to use all Venue Partner Data. Venue Partner warrants that that it has and will have all rights and consents necessary to allow Cvent to use Venue Partner Data as contemplated by the Agreement.
7.2.
The Venue Partner hereby grants to Venuedirectory during the Term, a royalty-free, fully-paid, non-transferrable (except as set forth in the Agreement), worldwide, non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Venue Partner Data to the extent reasonably required for the performance of Venuedirectory’s obligations and the exercise of Venuedirectory’s rights under this Agreement. The Venue Partner also grants to Venuedirectory the right to sub-license these rights to its affiliates and to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of Venuedirectory’s obligations and the exercise of Venuedirectory’s rights under this Agreement, subject always to any express restrictions elsewhere in this Agreement.
7.3.
The Venue Partner warrants to Venuedirectory that the Venue Partner Data or the venue Data when used by Venuedirectory in accordance with this Agreement will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
7.4.
The Venue Partner hereby unconditionally and irrevocably grants to Venuedirectory all rights, title and interest in data inputted into or collected by the Hosted Services on an aggregated and anonymous basis, that is collected in compliance with applicable laws and Venuedirectory’s Privacy Policy (“Aggregate Data”). Among other usage, Venuedirectory may use Aggregate Data to improve its products and services, provide statistical information, deliver usage data and other commercial uses to our existing and prospective partners. For clarity, Aggregate Data will be aggregated and anonymized and will not identify Venue Partner as the source of any specific data or finding, nor will it include any personally identifiable information of any individual users. Venuedirectory will maintain appropriate security measures for all Aggregate Data to ensure such data cannot be modified to identify Venue Partner as the source of such data, in accordance with the terms and conditions of the Agreement.
7.5.
If Venue Partner or its agents provide any comments, suggestions, enhancement requests, feedback or recommendations (“Feedback” relating to the Platform or Hosted Services), Venuedirectory may use such Feedback without any further obligation (including attribution) or compensation to Venue Partner or its agents, and Venue Partner, on its behalf and on behalf of its agents. Venue Partner hereby irrevocably assigns to Venuedirectory all right, title and interest in the Feedback related to Venuedirectory Platform and hosted Services.
8.
Intellectual Property Rights
8.1.
As between Venuedirectory and Venue Partner, all rights, title, and interest in and to all intellectual property rights (including trademarks, know-how and trade secrets) in the Hosted Services and the Database (including all components, derivatives, modifications, Deliverables and enhancements) are and will be owned exclusively by Venuedirectory (“Venuedirectory’s Intellectual Property Rights”). Venue Partner has no right (including right of ownership), license or authorization to the Hosted Services except as expressly set forth in Sections 4.2 or this Section 9. All other rights in and to the Hosted Services are expressly reserved by Venuedirectory. To the extent that any such rights vest initially with Venue Partner by operation of law or for any other reason, Venue Partner hereby perpetually and irrevocably assigns, transfers, and quitclaims all such rights to Venue Directory.
8.2.
Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Venuedirectory to the Venue Partner or from the Venue Partner to Venuedirectory.
8.3.
All copyright and any and all of the copyright, trademarks and other intellectual property rights subsisting in or used in connection with the Hosted Services including the manner in which it is presented or appears and all information, documentation and manuals relating thereto are the property of Venuedirectory and the Venue Partner shall not during or at any time after the Term of the Agreement in any way question or dispute the ownership by Venuedirectory of any such rights.
8.4.
The Venue Partner shall not during or after the Term of this Agreement, without the prior written consent of Venuedirectory or to the extent only permitted by applicable law, abuse or permit the abuse of Venuedirectory’s Intellectual Property Rights or use or adopt any trademark, trade name or commercial designation that includes or is similar to or may be mistaken for the whole or any part of any trademark, trade name or commercial destination used by Venuedirectory.
8.5.
The Database is an original intellectual creation created by Venuedirectory. Accordingly, Venuedirectory owns all copyright in the Database and associated rights in the selection and arrangement of the contents of the Database and in the electronic materials necessary for its operation, without prejudice to the rights of the various data suppliers in the contacts of the Database.
8.6.
Venuedirectory has spent considerable time and resources to collect, collage, compile and reformat the contents of the Database, accordingly, Venuedirectory owns copyright in the contents of the Database to the extent that the same is not the copyright of the data suppliers.
8.7.
The Venue Partner undertakes not to reproduce, adapt, translate, arrange or make available to any third party, either directly or indirectly, any part of the Database or its contents of which the data forms a part (including any electronic materials necessary for its operation) except to the extent that and for so long as the Venue Partner is expressly permitted to do so in accordance with this Agreement, or as permitted by any mandatory provisions of law, and undertakes to take all necessary steps to prevent access to the Database by any person except those of its employees who need to have access thereto for the purposes permitted in this Agreement.
8.8.
The Venue Partner shall not, other than as expressly permitted in this Agreement, extract or re-utilise the contents of the Database (or any part thereof) for any commercial purpose including but not limited to trading building commercial databases, reselling or redistributing the data.
8.9.
The Venue Partner acknowledges that civil and criminal penalties may be incurred in the event of any infringement of the copyright and/or other rights in relation to the Hosted Services or the Database or contents thereof and that any such infringement by the Venue Partner may result in incalculable damage and/or loss to Venuedirectory and accordingly agrees that in addition to any other right or remedy of the Venuedirectory, Venuedirectory shall be entitled to immediate injunctive relief to restrain any actual or apprehended infringement thereof. The Venue Partner undertakes to indemnify Venuedirectory in full against all loss, damage, costs and expenses (including loss of profit) which may be incurred by Venuedirectory by reason or any such infringement by the Venue Partner.
9.1.
The Venue Partner shall pay the applicable Partner Fees itemized in the Commercial Terms to Venuedirectory within 14 days of the date of invoice in accordance with this Agreement.
9.2.
All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Venue Partner to Venuedirectory.
9.3.
Venuedirectory shall issue invoices for the Charges to the Venue Partner as set out in the Scale of Charges.
9.4.
The Venue Partner must pay the Charges to Venuedirectory by debit card, credit card, direct debit, bank transfer or cheque (using such payment details as are notified by Venuedirectory to the Venue Partner from time to time).
9.5.
If the Venue Partner does not pay any amount properly due to the Venuedirectory under this Agreement, Venuedirectory may charge the Venue Partner interest on the overdue amount at the rate of 2% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month). Venuedirectory acknowledges and agrees that it shall have no right to claim interest or statutory compensation under the Late Payment of Commercial Debts (Interest) Act 1998, and that its contractual rights under this Clause 9.5 constitutes a substantial remedy within the meaning of that Act.
10.
Confidentiality Obligations
10.1.1.
keep the disclosing party’s Confidential Information strictly confidential;
10.1.2.
not disclose the disclosing party’s Confidential Information to any person without the disclosing party’s prior written consent, and then only under conditions of confidentiality no less onerous than those contained in this Agreement;
10.1.3.
use the same degree of care to protect the confidentiality of the disclosing party’s Confidential Information as the receiving party uses to protect its own Confidential Information of a similar nature, being at least a reasonable degree of care;
10.1.4.
act in good faith at all times in relation to the disclosing party’s Confidential Information; and
10.2.
Notwithstanding Clause 10.1, Venuedirectory may disclose the Venue Partner’s Confidential Information to Venuedirectory’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Venue Partner’s Confidential Information for the performance of their work with respect to this Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Venue Partner’s Confidential Information.
10.3.
This Clause 10 imposes no obligations upon the receiving party with respect to the disclosing party’s Confidential Information that:
10.3.1.
is known to the receiving party before disclosure under this Agreement and is not subject to any other obligation of confidentiality;
10.3.2.
is or becomes publicly known through no act or default of the receiving party; or
10.3.3.
is obtained by the receiving party from a third party in circumstances where the receiving party has no reason to believe that there has been a breach of an obligation of confidentiality.
10.4.
The restrictions in this Clause 10 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of Venuedirectory on any recognised stock exchange.
10.5.
The provisions of this Clause 10 shall continue in force for a period of 5 years following the termination of this Agreement, at the end of which period they will cease to have effect.
11.
Compliance with Data Privacy Laws and Data Protection Agreement
11.1.
Venue Partner and Venue Directory will comply with all applicable privacy laws and regulations and will provide help and cooperation to the other as is reasonably necessary or requested to comply with these laws and regulations.
12.
Warranties; Disclaimers
12.1.
The Venue Partner warrants to Venuedirectory that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
12.2.
The Venue Partner acknowledges that Hosted Services are never wholly free from defects, errors, bugs security vulnerabilities; and subject to the other provisions of this Agreement, Venuedirectory gives no warranty or representation that the Hosted Services will be wholly free from defects, errors, bugs or is entirely secure.
12.3.
The Venue Partner acknowledges that the Hosted Services are designed to be compatible only with that software and those systems specified as compatible in the Hosted Services Specification; and Venuedirectory does not warrant or represent that the Hosted Services will be compatible with any other software or systems.
12.4.
The Venue Partner acknowledges that Venuedirectory will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in this Agreement, Venuedirectory does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Venue Partner will not give rise to any legal liability on the part of the Venue Partner or any other person.
12.5.
Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW, VENUEDIRECTORY DOES NOT MAKE ANY OTHER REPRESENTATION, WARRANTY REGARDING THE SERVICES, OR GUARANTY, AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES PROVIDED OR OFFERED HEREUNDER. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR ANY WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING, COURSE OF PERFORMANCE OR STATUTORILY, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. USE OF OR CONNECTION TO THE INTERNET PROVIDES THE OPPORTUNITY FOR UNAUTHORIZED THIRD PARTIES TO CIRCUMVENT SECURITY PRECAUTIONS AND ILLEGALLY GAIN ACCESS TO THE HOSTED SERVICES AND VENUE PARTNER DATA, AND VENUE PARTNER UNDERSTANDS AND ASSUMES SUCH RISK. TO PROTECT VENUE PARTNER’S DATA, VENUEDIRECTORY MAY SUSPEND VENUE PARTNER’S USE OF THE SERVICES IMMEDIATELY AND WITHOUT PRIOR NOTICE IF A BREACH OF SECURITY IS SUSPECTED.
13.1.
Venuedirectory shall: (a) indemnify and shall keep indemnified the Venue Partner against any claim or lawsuit by a third party (a “Claim”) against the Venue Partner to the extent the Claim alleges that the use of the Platform and Services by the Venue Partner in accordance with the terms of the Agreement infringes any patent, copyright or federally registered trademark, or misappropriates a trade secret of a third party (a "Venuedirectory Indemnity Event"); and (b) pay any damages awarded against the Venue Partner for the Claim or any amounts agreed by Venuedirectory and the claimant for the settlement of the Claim. If Venue Partner’s use of the Platform and Services is enjoined or Venuedirectory determines that use may be enjoined, then Venuedirectory may, at its sole discretion and expense, either, (1) modify the Platform and Services to be non-infringing, (2) obtain for the Venue Partner a license to continue using the affected portion of the Platform and Services, or (3) if Venuedirectory determines that neither (1) nor (2) are practical, terminate the subscription and access to the affected portion of the Platform and Services and refund to Venue Partner the unused portion of prepaid fees for the affected portion of the Platform and Services as of the effective date of termination.
13.2.
VENUEDIRECTORY INDEMNITY LIMITATIONS. THE RIGHTS GRANTED TO VENUE PARTNER UNDER SECTION 13.1 WILL BE VENUE PARTNER’S EXCLUSIVE REMEDY AND VENUEDIRECTORY’S SOLE OBLIGATION AND LIABILITY FOR ANY ALLEGED INFRINGEMENT OF A PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHT, INCLUDING MISAPPROPRIATION OF A TRADE SECRET. VENUEDIRECTORY HAS NO LIABILITY OR INDEMNIFICATION OBLIGATION FOR ANY CLAIM OF INFRINGEMENT CAUSED BY: (A) MODIFICATION OF THE PLATFORM OR A SERVICE WITHOUT THE APPROVAL OF VENUEDIRECTORY; (B) USE OF THE PLATFORM OR A SERVICE IN CONNECTION OR IN COMBINATION WITH EQUIPMENT, DEVICES, SERVICES OR SOFTWARE NOT PROVIDED BY VENUEDIRECTORY; (C) COMPLIANCE WITH VENUDE PARTNER’S REQUIREMENTS OR SPECIFICATIONS; (D) USE OF THE PLATFORM OR A SERVICE OTHER THAN AS PERMITTED UNDER THE AGREEMENT, OR IN A MANNER NOT CONSISTENT WITH THE DOCUMENTAITON; OR (E) USE OR DISTRIBUTION OF OTHER THAN THE MOST CURRENT RELEASE OR VERSION OF A SERVICE IN PRODUCTION (IF THE INFRINGEMENT WOULD HAVE BEEN PREVENTED BY THE USE OF THIS RELEASE OR VERSION).
13.3.
The Venue Partner must:
13.3.1.
upon becoming aware of an actual or potential Venuedirectory Indemnity Event, notify Venuedirectory;
13.3.2.
provide to Venuedirectory all such assistance as may be reasonably requested by Venuedirectory in relation to Venuedirectory Indemnity Event;
13.3.3.
allow Venuedirectory the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to Venuedirectory Indemnity Event; and
13.3.4.
not admit liability to any third party in connection with Venuedirectory Indemnity Event or settle any disputes or proceedings involving a third party and relating to Venuedirectory Indemnity Event without prior written consent of the Venuedirectory,
without prejudice to Venuedirectory's obligations under Clause 13.1 shall not apply unless the Venue Partner complies with the requirements of this Clause 13.3.
13.4.
The Venue Partner shall indemnify and shall keep indemnified Venuedirectory against any and all Claims against Venuedirectory to the extent the Claim arises out of or results from any breach by the Venue Partner of this Agreement (a “Venue Partner Indemnity Event”).
13.5.
Venuedirectory will:
13.5.1.
upon becoming aware of an actual or potential Venue Partner Indemnity Event, notify the Venue Partner;
13.5.2.
provide to the Venue Partner all such assistance as may be reasonably requested by the Venue Partner in relation to the Venue Partner Indemnity Event;
13.5.3.
allow the Venue Partner the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Venue Partner Indemnity Event; and
13.5.4.
not admit liability to any third party in connection with the Venue Partner Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Venue Partner Indemnity Event without the prior written consent of the Venue Partner
without prejudice to the Venue Partner's obligations under Clause 13.4 shall not apply unless Venuedirectory complies with the requirements of this Clause 13.5.
13.6.
The indemnity protection set out in this Clause 13 shall be subject to the limitations and exclusions of liability set out in this Agreement.
14.
Limitations and Exclusions of Liability
14.1.
LIMITATIONS OF LIABILITY. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER PARTY’S TOTAL AND AGGREGATED LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR THE SERVICES PROVIDED HEREUNDER, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL EXCEED THE AMOUNTS ACTUALLY PAID BY VENUE PARTNER UNDER THE AGREEMENT OR APPLICABLE COMMERCIAL TERMS IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO (A) A PARTY’S FRAUD OR WILLFUL MISCONDUCT; (B) VENUE PARTNER’S OBLIGATION TO PAY CHARGES OWED UNDER THE AGREEMENT; OR (C) VENUE PARTNER’S INDEMNIFICATION OBLIGATIONS AS SET FORTH UNDER SECTION 13 OF THESE TERMS AND CONDITIONS. THESE LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY EXCLUSIVE REMEDIES AND WILL SURVIVE AND APPLY TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW.
14.2.
EXCLUSION OF DAMAGES. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THE AGREEMENT FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), REGARDLESS OF THE CAUSE, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES.
14.3.
ACKNOWLEDGEMENT. THE CHARGES UNDER THE AGREEMENT REFLECT THE OVERALL ALLOCATION OF RISK BETWEEN THE PARTIES, INCLUDING BY MEANS OF THE LIMITATION OF LIABILITY AND EXCLUSIVE REMEDIES DESCRIBED IN THE AGREEMENT. THESE PROVISIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND A MODIFICATION OF THESE PROVISIONS WOULD AFFECT SUBSTANTIALLY THE CHARGES OWED TO VENUEDIRECTORY. IN CONSIDERATION OF THESE CHARGES, THE PARTIES AGREE TO THIS ALLOCATION OF RISK AND TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW AND HEREBY WAIVES ANY RIGHT, THROUGH EQUITABLE RELIEF OR OTHERWISE, TO SUBSEQUENTLY SEEK A MODIFICATION OF ALLOCATION OF RISK.
15.1.
If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
15.2.
party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:
15.2.1.
promptly notify the other; and
15.2.2.
inform the other of the period for which it is estimated that such failure or delay will continue.
15.3.
A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
16.1.
Either party may terminate this Agreement by giving to the other party not less than 3 (three) months written notice of termination, prior to the expiry of the then current year.
16.2.
Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:
16.2.1.
the other party commits any material breach of this Agreement, and the breach is not remediable;
16.2.2.
the other party commits a material breach of this Agreement, and the breach is remediable, but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied]; or
16.2.3.
the other party persistently breaches this Agreement (irrespective of whether such breaches collectively constitute a material breach).
16.3.
Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party is:
16.3.2.
ceases to conduct all (or substantially all) of its business;
16.3.3.
is or becomes unable to pay its debts as they fall due;
16.3.4.
is or becomes insolvent or is declared insolvent; or
16.3.5.
convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
16.3.6.
an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
16.3.7.
an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganization where the resulting entity will assume all the obligations of the other party under this Agreement); or
16.3.8.
if that other party is an individual, that other party dies;
16.3.9.
as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
16.3.10.
that other party is the subject of a bankruptcy petition or order.
16.4.
Venuedirectory may terminate this Agreement immediately by giving written notice to the Venue Partner if:
16.4.1.
any amount due to be paid by the Venue Partner to Venuedirectory under this Agreement is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and
16.4.2.
Venuedirectory has given to the Venue Partner at least 30 days' written notice, following the failure to pay, of its intention to terminate this Agreement in accordance with this Clause 16.4.
16.4.3.
If Venuedirectory terminates the Agreement for Venue Partner’s non-payment, Venue Partner agrees to pay to Venuedirectory the full value of the Commercial Terms for the remainder of the subscription period. Venue Partner acknowledges this as liquidated damages reflecting a reasonable measure of actual damages and not a penalty.
17.
Effects of termination
17.1.
Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save the provisions of this Agreement intended to survive and continue to have effect after termination.
17.2.
Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.
17.3.
Within 30 days following the termination of this Agreement under Section 16.2:
17.3.1.
the Venue Partner must pay to Venuedirectory any Charges in respect of Services provided to the Venue Partner before the termination of this Agreement; and
17.3.2.
Venuedirectory must refund to the Venue Partner any Charges paid by the Venue Partner to the Venuedirectory in respect of Services that were to be provided to the Venue Partner after the termination of this Agreement,
without prejudice to the parties' other legal rights.
18.1.
Any notice required or permitted under the Agreement or required by law must be in writing and must be: (i) delivered in person; (ii) delivered by electronic mail to the address listed on the applicable Commercial Terms; (iii) sent by first class registered mail, or air mail, as appropriate; or (iv) sent by an internationally recognized overnight air courier, in each case properly posted and fully prepaid to the contact person specified in the Commercial Terms. Notices will be considered to have been given at the earlier of time of actual receipt, delivery in person, at the time of email with return receipt, two (2) business days after deposit in the mail, or one (1) day after delivery to an overnight air courier service, provided in each case that delivery in fact is affected. Either Party may change its contact person or address for notices by means of notice to the other Party given in accordance with this Section.
18.2.
Venuedirectory's contact details for notices under this Clause 18 are listed in the Commercial Terms.
19.1.
Venuedirectory shall remain responsible to the Venue Partner for the performance of any subcontracted obligations.
19.2.
Notwithstanding the provisions of this Clause 19 but subject to any other provision of this Agreement, the Venue Partner acknowledges and agrees that Venuedirectory may subcontract to any third-party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform.
20.1.
The Venue Partner hereby agrees that Venuedirectory may assign, transfer or otherwise deal with Venuedirectory's contractual rights and obligations under this Agreement to any Affiliate of Venuedirectory or to any successor in the case of a merger, acquisition or sale of all or substantially all assets of the business of Venuedirectory from time to time.
20.2.
The Venue Partner must not assign, transfer or otherwise deal with the Venue Partner ’s contractual rights and/or obligations under this Agreement without the prior written consent of Venuedirectory, such consent not to be unreasonably withheld or delayed, providing that the Venue Partner may assign the entirety of its rights and obligations under this Agreement to any Affiliate of the Venue Partner or to any successor to all or a substantial part of the business of the Venue Partner from time to time.
21.1.
No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach.
21.2.
No waiver of any breach of any provision of this Agreement shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of this Agreement.
22.1.
If a provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
22.2.
If any unlawful and/or unenforceable provision of this Agreement would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
23.1.
This Agreement is for the benefit of the parties and is not intended to benefit or be enforceable by any third party.
24.1.
This Agreement may not be varied except in accordance with this Clause 24 or Clause 25.
24.2.
This Agreement may be varied by means of a written document signed by or on behalf of each party.
25.1.
The main body of this Agreement and the Schedules shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter. All pre-printed or standard terms of any Venue Partner purchase order or other business processing document are hereby rejected and will have no force or effect.
25.2.
Modifications to the Terms or Services. Venuedirectory reserves the right to modify these Terms and Conditions from time to time. If we believe the Modifications are material, we will inform you about them by doing one (or both) of the following (a) posting the changes on our website through the Services; (b) sending you an email or message about the Modifications. Modifications that are material will be effective thirty (30) days following the date of the Modifications, or such other date as communicated in any other notice to you. Modifications that are simply addressing new functions we add to the Services, or which do not impose any additional burdens or obligations on you will be effective immediately. You are responsible for reviewing and becoming familiar with any Modifications. Your continued use of the website following Modifications constitutes your acceptance of those Modifications and the updated Terms. In certain circumstances, Venuedirectory may seek a Modification to these Terms that will only apply to you. If accomplished by way of a written or electronic document signed by you and an authorised officer of Venuedirectory. Venuedirectory is constantly evolving our products and services to better meet the needs of our clients.
26.1.
This Agreement shall be governed by and construed in accordance with English law without giving effect to its conflict of law provisions.
26.2.
Any disputes relating to this Agreement shall be subject to the exclusive jurisdiction of the English courts located in London, England, for any lawsuit, action or proceeding arising out of or related to the Agreement. The United Nations Convention on Contracts for International Sale of Goods does not apply to the Agreement or orders placed under it.
27.
OFAC and Bribery. Venue Partner represents and warrants that it is not and will not allow the Hosted Services, Database or Platform to be used by any entity incorporated in or resident in a country subject to economic or trade sanctions by the U.S. State Department or Office of Foreign Assets Control (“OFAC”) or are listed as a “Specially Designated National,” a “Specially Designated Global Terrorist,” a “Blocked Person,” or similar designation under the OFAC sanctions regime or its counterparts in the United Kingdom. Any breach of this Section is a material breach of these Terms and Conditions and Venuedirectory may immediately terminate the agreement with Venue Partner. Venue Partner further warrants that it will not engage in any commercial bribery, kickback schemes, or other forms of improper payments to any person, private or public, and agrees that it will not create or submit any false, inaccurate, or misleading invoices or other business documents related to any use of the Hosted Services or the Database. Venue Partner will permit, upon request, Venuedirectory reasonable access to its books and records and/or to conduct periodic or ad hoc audits, as Venuedirectory deems necessary. Upon request, Venue Partner agree to provide Venuedirectory with a written certification attesting its compliance with the foregoing anticorruption requirements.
28.
Publicity. Venue Partner agrees that Venuedirectory may identify Venue Partner as a recipient of Services and use its logo in sales presentations, marketing materials and press releases provided that Venuedirectory uses Venue Partner’s logo in accordance with Venue Partner’s logo guidelines.
SCHEDULE 1 (HOSTED SERVICES PARTICULARS
The Set-Up Services include the creation of an Account for the venue(s) listed in the Commercial Agreement and a profile for the Venue Partners’ use to be scheduled at a time to be agreed by both parties.
2.
Specification of Hosted Services
Venuedirectory reserves the right to amend programs, information and facilities of which the Venue Partner’s Data comprises from time to time at its discretion, provided that any changes will not substantially diminish the quality of the Venue Partner Data.
Hosted Services are Platforms in the Venuedirectory collection including but not limited to MyEventsChannel, venuedirectory.com, SmallMeetings.co.uk, GRATIS MyEventsPortal.co.uk and enCloud.
Venuedirectory will retain the right to collate and publish categories of Venue Partner Data, including but not limited to, the following based on the Venue Partner’s usage within the Hosted Services
(c)
The number of times a venue has been included in a search by a Venue Partner
(d)
The number of times an automated request for information has been sent to the Venue Partner by VenueDirectory users
(e)
The number of times the Venue Partner has confirmed a booking and the value of that confirmation
(f)
The total number of day and residential delegates that make up a proposal/confirmation
(g)
Average expenditure values
(h)
Enquiry date, arrival date,
Venuedirectory uses all reasonable commercial endeavors to ensure the accuracy and integrity of the data it publishes but makes no warranties either express or implied regarding the accuracy, integrity or completeness of the data or its fitness for purpose.
Details of subscriptions to Venuedirectory Services are itemised in the Commercial Agreement that forms part of these terms and conditions together with attached Schedules.
SCHEDULE 2 (ACCEPTABLE USE POLICY)
1.1.
The Venue Partner acknowledges that Venuedirectory provides a Service to the Venue Partner, and Venuedirectory is not obligated to monitor or police the content of communication or Venue Partner Data transmitted through the Services. The Venue Partner further acknowledges that Venuedirectory is not responsible for the content of these communications or transmissions. The Venue Partner will use the Services exclusively for authorized and legal purposes only, consistent with all applicable laws and regulations, this Schedule 2 and the Agreement.
1.2.
This acceptable use policy (the "Policy") sets out the rules governing:
(a)
the use of the Hosted Services (the "Services"); and
(b)
the transmission, storage and processing of content by you, or by any person on your behalf, using the Services ("Content").
1.3.
References in this Policy to "you" are to any Venue Partner for the Services and any individual user of the Services (and "your" should be construed accordingly); and references in this Policy to "us" are to Berry Marketing Services Limited trading as venuedirectory.com (and "we" and "our" should be construed accordingly).
1.4.
By using the Services, you agree to the rules set out in this Policy.
1.5.
We require your express agreement to the terms of this Policy before you upload or submit any Content or otherwise use the Services.
1.6.
The Venue Partner shall use the data and information available or obtained therefrom solely for the purposes of the Venue Partners internal business purposes.
1.7.
The Venue Partner shall not otherwise than with prior written consent of Venuedirectory use, store, download, sell, redistribute or deal with the data or such information in any manner or for any other purpose.
1.8.
Any failure by the Venue Partner’s authorized users to comply with this Policy is deemed to be a breach by Venue Partner, and Venuedirectory will not be liable for any damages incurred by Venue Partner or any third party resulting from such breach.
2.1.
You must not and must take reasonable steps to ensure that your authorised users do not, use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.
2.2.
You must not, and must take reasonable steps to ensure that your authorised users do not, use the Services:
(a)
in any way that is unlawful, illegal, fraudulent or harmful;
(b)
in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
(c)
license, sublicense, sell, resell, transfer, rent, lease, assign (except as provided in the Agreement), distribute, disclose or otherwise commercially exploit or make available to any third party the Services;
(d)
except as expressly set forth in the Agreement, copy, record, extract, scrape, modify or make derivative works based upon the Services;
(e)
“frame” or “mirror” the Services on any other server or device;
(f)
access the Services for any benchmarking or competitive purposes or use the Services for application service provider, timesharing or service bureau purposes, or any purpose other than its own internal use;
(g)
decompile, disassemble, reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Services;
(h)
remove, obscure or modify a copyright or other proprietary rights notice in the Services;
(i)
attempt to gain or permit unauthorized access to the Services or related systems or networks, including conducting penetration testing, denial of service attacks or engaging in similar efforts;
(j)
use the Services other than in compliance with all applicable laws and regulations;
(k)
knowingly permit or assist any other party (including any user) to do any of the foregoing.
2.3.
You must ensure that all Content complies with the provisions of this Policy.
3.1.
Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
3.2.
Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:
(a)
be libellous or maliciously false;
(b)
be obscene or indecent;
(c)
infringe any copyright, moral right, database right, trademark right, design right, right in passing off, or other intellectual property right;
(d)
infringe any right of confidence, right of privacy or right under data protection legislation;
(e)
constitute negligent advice or contain any negligent statement;
(f)
constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
(g)
be in contempt of any court;
(h)
constitute a breach of racial or religious hatred or discrimination legislation;
(j)
constitute a breach of official secrets legislation; or
(k)
constitute a breach of any contractual obligation owed to any person.
3.3.
You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.
4.1.
Content must be appropriate for all persons who have access to or are likely to access the Content in question.
5.1.
Content must not be untrue, false, inaccurate or misleading.
6.1.
Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet.
6.2.
Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.
6.3.
Content must not be liable to cause annoyance, inconvenience or needless anxiety.
6.4.
You must not use the Services to send any hostile communication, or any communication intended to insult, including such communications directed at a particular person or group of people.
6.5.
You must not use the Services for the purpose of deliberately upsetting or offending others.
6.6.
You must not unnecessarily flood the Services with material relating to a particular subject or subject area, whether alone or in conjunction with others.
6.7.
You must ensure that Content does not duplicate other content available through the Services.
7.1.
You acknowledge that we may actively monitor and where appropriate edit the Content and the use of the Services, but we are not responsible or liable for your Content.
8.1.
The Content must not contain or consist of, and you must not promote or distribute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.
8.2.
The Content must not contain or consist of, and you must not promote or distribute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.
1.1.
This Schedule 3 sets out the service levels applicable to the Support Services.
2.1.
Venuedirectory shall make available to the Venue Partner a helpdesk in accordance with the provisions of this Schedule.
2.2.
The Venue Partner may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services;
2.3.
Venuedirectory shall ensure that the helpdesk is accessible by telephone and email. Venuedirectory shall ensure that the helpdesk is operational and adequately staffed during Business Hours during the Term.
2.4.
The Venue Partner shall ensure that all requests for Support Services that it may make from time to time shall be made through the helpdesk.
2.5.
Venuedirectory shall ensure that its response to a request for Support Services shall include the following information to the extent such information is relevant to the request: (i) an acknowledgement of receipt of the request, (ii) where practical, an initial diagnosis in relation to any reported error, and (iii) an anticipated timetable for action in relation to the request.
3.
Provision of Support Services
3.1.
The Support Services shall be provided remotely, save to the extent that the parties agree otherwise in writing.
4.
Limitations on Support Services
4.1.
Venuedirectory shall have no obligation to provide Support Services in respect of any issue caused by:
(a)
the improper use of the Hosted Services other than in accordance with the Documentation by the Venue Partner;
(b)
any alteration or modification to the Hosted Services made without the prior consent of Venuedirectory;
(c)
errors or malfunction caused by Venue Partner’s failure to comply with the minimum system requirement Documentation or by Venue Partner’s use of non-conforming Venue Party Data; or
(d)
errors and malfunction caused by any systems or programs not supplied by Venuedirectory.
