"Activities" means the activities, products and services provided by You to Enthusiasts (including class passes, credit vouchers, activity vouchers and memberships).
"Activity Information" means the information about Your Activities and includes the information about your opening hours, location and contact details.
"Business Day" means a day other than a Saturday, a Sunday, a public or bank holiday in England.
"Confidential Information" means all confidential information which is disclosed, or made available, directly or indirectly by one party to the other during the term of this Agreement, and whether orally, in writing, in electronic form or other media, which relates to a party's business including without limitation its products, operations, processes, plans or intentions, developments, trade secrets, know-how, market opportunities, personnel, suppliers and customers of the party disclosing it, the Services and Documentation, any other information which is identified as being of a confidential nature or would appear to a reasonable person to be confidential and all information derived from any of the above together with the existence or provisions of the Agreement and the negotiations relating to it.
"Data Protection Laws" means any applicable laws or regulations in any relevant jurisdiction relating to the use or processing of personal data including: (i) EU Regulation 2016/679 as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the " UK GDPR "); (ii) the Data Protection Act 2018 (" DPA "); and (iii) the Privacy and Electronic Communications (EC Directive) Regulations 2003; in each case, as updated, amended or replaced from time to time, and the terms " Data Subject ", " Personal Data ", " processing ", " processor " and " controller " shall have the meanings set out in the UK GDPR.
"Disclaimer" means any disclaimer You require Enthusiasts to agree to when making a Purchase.
"Documentation" means as set out in Appendix 1 ( Documentation ), and as may be updated, replaced, or supplemented from time to time.
"Enthusiast" means a person who uses Our Services to make a Purchase.
"Fees" means the fees payable by You and/or an Enthusiast to Us for the provision of the Services, as set out in the relevant Order Form.
"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
"Marketplace" means the online marketplace on Our website ( eola.co ), mobile applications or other platforms.
"Order Form" means the order form in Part 1 of this Agreement.
"Purchase" means a purchase of Activities made by an Enthusiast using our Services.
"Request" means a request from a Data Subject to exercise any of their rights under Data Protection Laws in respect of their Personal Data.
"Security Breach" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.
"Services" means the services we provide to you, as may also be described in the Documentation.
"Sub-Processor" shall have the meaning given to it in clause 10.4 below.
"Virus" means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
You appoint Us as Your commercial agent to:
conclude legally binding contracts for the sale of Your Activities to Enthusiasts on Your behalf. This means that although We will conclude these contracts on Your behalf, they will actually in each case be made between You and an Enthusiast, and will take effect when a Purchase is made by the Enthusiast;
accept, receive and hold Purchase payments on Your behalf; and
tell third parties (including Enthusiasts) that we are your authorised agent.
Because We will be Your commercial agent, when We receive money on Your behalf from an Enthusiast who is paying in full for a Purchase:
that payment will be treated as if it had been made to You directly;
the Enthusiast will have met their obligation to pay You and the Enthusiast will not need to pay You anything further for that Purchase; and
You will not have any right to demand additional payment from the Enthusiast in relation to that Purchase.
However, you will still have the right under this Agreement to require us to forward the money that we have received on Your behalf from that Enthusiast (after we have made any deductions which are permitted under this Agreement.)
We shall:
provide, and make the Services available to You on and subject to this Agreement;
manage, process and collect on Your behalf payment for all Purchases made using the Services;
manage and process on Your behalf any necessary refunds for Bookings which are to be paid to Enthusiasts;
present, and request Enthusiasts to agree to Your Disclaimer when making a Purchase;
provide You with access to technical support remotely when reasonably necessary;
use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for when We are undertaking maintenance to the Services.
This Agreement shall not prevent Us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the terms of this Agreement.
You shall:
only use the Services for your internal business purposes;
comply with, and ensure your employees', agents' and contractors' comply with Your obligations under this Agreement;
only use the Services, and provide the Activities, in accordance with applicable laws;
use commercially reasonable efforts to prevent unauthorised access to or use of the Services, and notify Us promptly of any such unauthorised access or use;
provide Us with all necessary assistance and co-operation as may be required by Us to provide the Services;
ensure that You have obtained and will maintain all necessary consents, licences, permits, registrations, approvals or authorisations of any relevant person or government authority in relation to Your business and the Activities; and
notify Us in writing immediately, providing all relevant information, if any of the consents, licences, permits, registrations, approvals or authorisations referred to in clause 4.1(f) are revoked, suspended or altered. Such revocation, suspension or alteration shall constitute a material breach of this Agreement.
You acknowledge and agree that it is Your responsibility to prepare and provide any Disclaimers to Us, for Us to present to Enthusiasts at the point at which they make a Purchase. You are responsible for ensuring that Disclaimers comply with applicable laws and are valid and enforceable.
You acknowledge and agree that once an Enthusiast has made a Purchase, a contract for the supply of your Activities has been created between You and the Enthusiast, and you must fulfil that Purchase.
If an Enthusiast complaints to Us about a Purchase and we give You details of the complaint, You must respond to the Enthusiast as soon as possible and act reasonably and cooperate with that Enthusiast and Us to reach a prompt resolution.
If we have incurred costs as a result of a complaint about Your Activities, services or conduct (including where You have rejected a Purchase), You will be obliged to reimburse Us in full for those costs.
Where We receive payment from Enthusiasts for Purchases, the payment received (the Gross Order Value) less any outstanding Fees charged by us (in respect of a Purchase) will be held on Your behalf until it is payable to You in accordance with the Order Form.
We may charge different customers differing fees or fee structures dependent on various factors. We do this as it is part of operating a commercial business across a range of customers.
Each party is solely responsible for self-assessing, claiming and remitting all its applicable taxes.
In the event of a refund of a Purchase to an Enthusiast We do not refund any Fees to You or said Enthusiast.
Subject to the limited rights expressly granted under this Agreement, You acknowledge and agree that We (and/or Our licensors) own all Intellectual Property Rights in the Services, and we reserve all rights, title and interest in and to the Services, including all Intellectual Property Rights. No rights are granted to You other than as expressly set out in this Agreement.
We confirm that We have all the rights in relation to the Services that are necessary to allow You to use the Services in accordance with this Agreement.
You shall not:
make the Services available to anyone other than your employees, agents or contractors who need to use the Services for You to have the benefit of them;
use the Services to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
interfere with or disrupt the integrity or performance of the Services;
except as may be allowed by any applicable law which is incapable of exclusion by agreement between You and Us and except to the extent expressly permitted under this Agreement:
attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means; or
attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or
access all or any part of the Services in order to build a product or service which competes with the Services; or
use the Services to provide services to third parties; or
subject to clause 17.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party;
introduce or permit the introduction of, any Virus into Our network and information systems; or
attempt to gain unauthorised access to the Services or their related systems or networks.
We shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual licence to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You relating to the operation of the Services.
We warrant that:
the Services shall perform materially in accordance with the Documentation;
We have and will maintain all necessary licences, consents, and permissions necessary for the performance of Our obligations under this Agreement; and
the Services will be performed in accordance with applicable laws, and with reasonable skill and care.
The warranty in clause 7.1 shall not apply to the extent of any non-conformance which is caused by Your use of the Services contrary to Our instructions, or modification or alteration of the Services by any party other than Us or Our duly authorised contractors or agents. 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 Your sole and exclusive remedy for any breach of the warranty in clause 7.1(b).
We do not warrant that Your use of the Services will be uninterrupted or error-free, that the Services will meet Your requirements, or that the Services will be free from Viruses.
Except as set out in this Agreement and to the maximum extent permitted by applicable laws, neither You nor We make any warranties of any kind, whether express, implied, statutory or otherwise, and You and We specifically exclude all implied warranties, including any warranties of merchantability or fitness for a particular purpose.
Subject to clause 9.2, and except as expressly and specifically provided in this Agreement:
the Services and the Documentation are provided to You on an "as is" basis; and
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.
Nothing in this Agreement shall exclude or limit either party's liability:
for death or personal injury caused by negligence;
for fraud or fraudulent misrepresentation; or
that cannot, as a matter of law, be limited or excluded.
Subject to clause 9.2:
the following types of losses are agreed to be a non-exhaustive list of excluded and irrecoverable losses under this Agreement:
loss of profits;
loss of sales or business;
loss of anticipated savings;
loss of use or corruption of software, data or information;
loss of or damage to goodwill; and
indirect, consequential or special loss; and
Our total liability to You in respect of all events, whether in contract, tort (including negligence), for breach of statutory duty or otherwise, arising out of or in connection with this Agreement shall be limited to the lesser of:
£100,000 (one hundred thousand pounds); and
an amount equivalent to 100% (one hundred percent) of the Fees paid under this Agreement.
Each party must maintain, at their own expense, insurance policies which are required by law and/or would be expected to be maintained as a matter of good industry practice to a reasonable level. Upon Our request, You must produce evidence of having the required insurance policies.
Neither You nor We shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of Yours or Our obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond Yours or Our reasonable control (including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, 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 sub-contractors).
Each party shall comply with their obligations under Data Protection Laws in respect of any Personal Data processed by them in connection with this Agreement.
For the purposes of Data Protection Laws, You and We both acknowledge and agree that:
We are a processor in respect of Personal Data processed by Us in relation to Enthusiasts who have made a Purchase on Your website(s), mobile application(s) or other platform(s) using Our booking management platform; and
We are a controller in respect of Personal Data processed by us in relation to Enthusiasts who have made a Purchase via Our Marketplace.
In circumstances where We are processing Personal Data as a processor on Your behalf (as the controller):
such processing shall be in respect of the following:
Categories of Data Subjects : Enthusiasts, other Data Subjects whose Personal Data is provided to Us (by Enthusiasts or by You) in connection with the Enthusiast's Purchase.
Types of Personal Data : Name, e-mail address, telephone number, information relating to the Purchase, information provided on a Disclaimer, and health information (if requested).
Purpose and nature of processing : To comply with Our obligations under this Agreement.
Duration : For the duration of this Agreement and until You request that we delete or return such Personal Data in accordance with clause 10.3(c)(viii).
You shall:
ensure that any instructions issued by You to Us comply with Data Protection Laws; and
establish the legal basis for processing under Data Protection Laws, including providing all notices and obtaining all consents as may be required under Data Protection Laws in order for us to process such Personal Data as contemplated by this Agreement.
We shall:
process such Personal Data only in accordance with the terms of this Agreement and any other written instructions issued by You from time to time;
ensure that We have appropriate technical and organisational measures in place against unauthorised or unlawful processing of such Personal Data and against accidental loss or destruction of, or damage to, such Personal Data;
notify You without undue delay (and in any event within 48 hours) after discovering any Security Breach affecting such Personal Data; provide full details of the Security Breach and the consequences of the Security Breach; and not make any notifications to any regulatory, supervisory or government body, or to any Data Subjects about the Security Breach without Your prior written consent (not to be unreasonably withheld or delayed);
take reasonable steps to ensure that any of our personnel who have access to such Personal Data are subject to written (or statutory) obligations to maintain the confidentiality of such Personal Data;
make available to You all information necessary to demonstrate compliance with our obligations under this clause 10.3(c), and allow You to conduct an audit of Our compliance with Our obligations under this clause 10.3(c), subject to the following requirements:
You may perform such audits once per year, or more frequently if required by the Data Protection Laws;
You may use a third party to perform the audit on Your behalf, provided that such third party has appropriate experience in undertaking audits and executes a confidentiality agreement acceptable to Us before the audit;
audits must be conducted during regular business hours, subject to Our policies, and may not unreasonably interfere with Our business activities;
You must provide Us with any audit reports generated in connection with any audit at no charge unless prohibited by law, and You may use the audit reports only for the purposes of meeting Your audit requirements under Data Protection Laws and/or confirming compliance with the requirements of this Agreement. The audit reports shall be confidential;
to request an audit, You must first submit a detailed audit plan to the Us at least 6 weeks in advance of the proposed audit date. The audit plan must describe the proposed scope, duration and start date of the audit. We will review the audit plan and inform You of any concerns or questions (for example, any request for information that could compromise Our confidentiality obligations or Our security, privacy, employment or other relevant policies);
nothing in this clause 10.3(c)(v) shall require Us to breach any duties of confidentiality owed to any of Our clients, customers or employees; and
all audits are at Your sole cost and expense;
notify You as soon as reasonably practicable if We receive a Request (which is clearly identified as a Request, or which should reasonably be identifiable as a Request), and provide commercially reasonable assistance to You (at Your cost and expense) in connection with such Request;
not disclose such Personal Data to any Data Subject, or to a third party other than at Your request or as expressly provided for in this Agreement;
at Your written direction, delete or return such Personal Data (and any copies of it), unless We are required to retain such Personal Data:
to comply with Our legal obligations; or
for the purposes of establishing, exercising or defending any legal claims;
only transfer such Personal Data outside the United Kingdom in accordance with Data Protection Laws; and
provide such other information and commercially reasonable assistance as You may reasonably require to enable You to comply with Your obligations under the Data Protection Laws (including articles 32 to 36 of the UK GDPR) in respect of such Personal Data.
You agree that where We are processing Personal Data as a processor on Your behalf, We may disclose such Personal Data to our advisers, auditors or other third parties as reasonably required in connection with the performance of Our obligation under this Agreement. In addition, We may engage third parties to process such Personal Data on Your behalf (together referred to as "Sub-Processors"). We shall, in relation to our arrangements with Sub-Processors:
inform You, if You request it, of the name, address and role of each Sub-Processor We use to process such Personal Data;
where We engage a new Sub-Processor, inform You of the engagement by sending You an e-mail notification. You must promptly notify Us if You object to any nominated Sub-Processor, and We will take such steps as are reasonably necessary to address Your concerns;
ensure that Our contract with each Sub-Processor impose obligations on the Sub-Processor that are substantially similar to the obligations to which We are subject under clauses 10.3 and 10.4 of this Agreement.
Where we sub-contract or transfer Personal Data which is processed by us as a processor on Your behalf, that shall not relieve Us of any of our liabilities, responsibilities and obligations to You under this Agreement, and We shall remain fully liable for the acts and omissions of Our Sub-Processors.
Each party undertakes that it shall not at any time disclose to any person any Confidential Information, except as permitted by clause 11.2.
Each party may disclose the other party's Confidential Information:
to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
No party shall use any other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
The agreement between You and Us commences on the date You enter into this Agreement and continues, unless terminated earlier in accordance with this Agreement, until either party gives to the other party four (4) weeks' written notice to terminate.
Without prejudice to any other rights or remedies, either party may, by written notice to the other, terminate the agreement between us (in whole or in part) with immediate effect at any time after the happening of any of the following events:
the other party commits a material breach of this Agreement which is incapable of remedy; or
the other party commits a material breach of this Agreement which is capable of remedy and fails to remedy such material breach within 20 Business Days after receiving written notice requiring it to remedy that material breach; or
the other party repeatedly breaches this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to perform its obligations in accordance with this Agreement; or
the other party becomes insolvent, bankrupt, or enters into any similar or analogous solvency related procedure; or
either party is required to terminate with immediate effect by any legal or regulatory obligation.
On termination or expiry of this Agreement for any reason:
all licences granted under this Agreement immediately terminate and You shall immediately cease all use of the Services;
each party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other party; and
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 of this Agreement which existed at or before the date of termination shall not be affected or prejudiced.
We may amend this Agreement from time to time. We will notify You by email of any proposed amendment(s). Except in the limitation situations described in clause 13.3, the proposed amendment(s) will not take effect until at least 15 (fifteen) days from the date on which We notify You about them (and we will set out the effect date of the amendment(s) in the relevant notification). If a proposed amendment(s) means that You then need to make technical or commercial adjustments in order to comply, We will always give You a longer notice period before the amendment(s) are effective.
Whenever We notify You of a proposed amendment(s) to this Agreement, You will have the right to terminate this Agreement before expiry of the applicable notice period. If You do wish to terminate, and let Us know during that notice period, termination will then take effect 15 (fifteen) days from Your receipt of the notification. You may also choose to give up Your right to terminate by either letting Us know in writing, or by taking a clear affirmative action - for example, we will consider that offering new Activities during the notice period is a clear affirmative action that You wish to give up Your termination right, except where the notice period is longer because the changes to this Agreement require You to make significant technical or commercial adjustments. If We do not hear from You by the end the notice period, You will be deemed to have agreed to the amendment(s).
The minimum 15 (fifteen) day notice period in clause 13.1 will not apply where:
We are subject to a legal or regulatory obligation which requires us to amend this Agreement in a way which does not allow us to give you that length of notice period; and
We need to amend this Agreement to address an unforeseen and imminent danger that relates to defending the Services, Enthusiasts or our customers from fraud, malware, spam, data breaches or other cybersecurity risks.
Any phrase introduced by the expression "including", "in particular" or any similar expression is illustrative, and will not limit the sense of the words preceding those terms, and any reference to a statutory or statutory provision includes any subordinate legislation made under it and any statute or statutory provision which modifies, consolidates, re-enacts or supersedes it whether such statute or statutory provision comes into force before or after this Agreement.
Any notice to be given to a party under this Agreement shall be in writing in English signed by or on behalf of the party giving it, and shall be served: (i) personally; (ii) by prepaid first class post or recorded delivery; or (iii) by email, to the address or email address of the party as set out on the Order Form (as appropriate). Either party may, by a notice given in accordance with this clause, change its address or email address for the purposes of this clause.
A notice shall be deemed to have been served:
at the time of delivery if delivered personally; or
48 hours after posting in the case of an address in the United Kingdom and 96 hours after posting for any other address; or
one hour after completion of transmission by the sender, if sent by email (save where the email receives an automated response that is undelivered or undeliverable in which even this deeming provision shall not apply).
Each party shall:
comply with all applicable laws relating to anti-bribery and anti-corruption including the Bribery Act 2010 and the Criminal Finances Act 2017; and
not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6, Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK or sections 45 or 46, Criminal Finances Act 2017.
Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between the parties, or to authorise either party to act as agent for the other and neither party shall have authority to act in the name of or on behalf of the other, or to enter into any commitment or make any representation or warranty or otherwise bind the other in any way.
Neither party may assign, transfer, charge or otherwise encumber, declare a trust over or deal with in any other manner this Agreement or any right, benefit or interest under it, or subcontract any of its obligations under them, without the prior written consent of the other party.
Save as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
Unless expressly provided in this Agreement, no term of this Agreement is enforceable by any person who is not a party to it whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.
If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision (or part) shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties' original commercial intention.
No failure or delay by a party to enforce or exercise any right or remedy under this Agreement or by law shall be deemed to be a waiver of that or any other right or remedy, nor shall it operate so as to bar the enforcement or exercise of that or any other right or remedy at any time subsequently. Any waiver of any breach of this Agreement shall not be deemed to be a waiver of any subsequent breach.
This Agreement constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersedes any prior agreements, representations, understandings or arrangements between the parties (oral or written) in relation to such subject matter. Each party acknowledges that:
upon entering into this Agreement, it does not rely, and has not relied, upon any representation (whether negligent or innocent), statement or warranty made or agreed to by any person (whether a party to this Agreement or not) except those expressly set out in this Agreement; and
the only remedy available in respect of any misrepresentation or untrue statement made to it shall be a claim for damages for breach of contract under this Agreement.
Nothing in clause 14.12 shall limit or exclude any liability for fraud.
At its own expense, each party shall, and shall use reasonable endeavours to procure that any necessary third party shall, promptly execute all such documents and do all such other acts as are necessary to give full effect to this Agreement.
This Agreement and any dispute or claim (whether contractual or non-contractual)arising out of or in connection with them, their subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) arising out of or in connection with this Agreement, their subject matter or formation.
These additional Marketplace Terms apply where You are making use of our Our Marketplace, as set out in the Order Form.
You must supply the Activity Information that we request, and You must ensure that the Activity Information is always accurate and kept up to date. The Activity Information You provide will be reproduced and displayed to Enthusiasts on Our Marketplace and/or search engines (e.g. Google) for the purposes of marketing activities. We reserve the right to correct any obvious spelling or formatting errors in the Activity Information being reproduced, but you retain full responsibility for ensuring the accuracy of this Activity Information and for ensuring that it is up to date at all times.
In order to promote Your Activities on Our Marketplace, we will use Your name, logo, Activities Information and other Intellectual Property Rights for the purpose of marketing during and after the term of this Agreement. Specifically, We may:
unless You advise us otherwise, engage in search engine optimisation and search engine marketing to promote your Activities on our Marketplace using your brand name or other keywords relating to Your Activities, and display Your brand name or Activities in search results (including on online maps) or by adding links to Our Marketplace in search engine results for Your brand;
create and promote a page on Our Marketplace using your brand and logo, through which Enthusiasts can make Purchases; and
include Your Activities in promotional activity through several marketing channels and will use Your approved logo in these activities.
If someone else claims that Your use of Your brand name or logo infringes rights they claim they own, You must tell Us immediately, and You must follow any instructions We give You in relation to use of the brand name or logo on our Marketplace. This might mean that we need to suspend Your use of Our Marketplace until the dispute is resolved.
By entering into this Agreement with Us, You confirm to us that You have the right to use your brand name and logos in relation to your Activities, and that using your brand name and logos will not bring you into conflict with anyone else. You grant Us a royalty-free licence to use Your name and logo and any other of your Intellectual Property Rights (including any photographs You send us relating to Your Activities, or which we obtain from your website(s) or social media channels) to enable us to comply with our obligations under this Agreement and You confirm to Us that you have the ability to grant this licence to Us. Your Intellectual Property Rights will, however, at all times remain Your property. Your licence to Us will end when this Agreement ends, except in relation to any marketing activity or other use which we have already started, or cannot reasonably stop from happening, in which case it will continue to the extent, and for as long as, needed.
You will compensate Us in full against any losses, damages, or claims (and all related costs, including legal fees), penalties, fines, interest, expenses and other liabilities resulting from a third party claim against Us arising from our relationship with you under this Agreement, and relating to an infringement or claimed infringement of the third party’s intellectual property rights, where the loss, damages or claim arises from Us, using or permitting the use of, a brand name, trademark, logo or other Intellectual Property Rights which the third party claims infringes its own rights.
If We terminate Your use of the Marketplace pursuant to clause 12.1 of Our Terms of Service, We will provide You with information in our written notice to terminate explaining Our reasons for doing so. If We terminate Your use of the Marketplace pursuant to clause 12.2 of Our Terms of Service, We will give You thirty (30) days' prior written notice, and We will provide a clear explanation of Our reasons without undue delay (except if We are legally restricted from doing that, or We have terminated your use of the Marketplace because You have materially or repeatedly breached this Agreement, in which case We won't provide that explanation).
If You wish, You can clarify the facts or circumstances that led to the termination using our complaint-handling system. We will then engage with You to discuss these, and if We determine after that discussion that the termination is not appropriate, we will either ensure that termination does not take place or, if it already has, re-instate Your use of the Marketplace, without undue delay.
Upon termination of Your use of the Marketplace for any reason, We will remove Your Activities from the Marketplace.
We operate a complaint-handling system that You can access and use free of charge. It allows You to submit complaints to Us across a range of issues, and we will deal with any complaints, transparently, equally and proportionately.
You can submit a complaint to Us by email, or to the address on the Order Form.
All complaints will be dealt with appropriately by the person receiving them, and as part of that may then be escalated internally so that the appropriate member of Our team can then consider it and respond to You. We will respond to all complaints as soon as We reasonably can.
Appendix 1 - Documentation
The Services include access to the proprietary eola platform; an off-the-shelf online booking management platform which facilitates simple booking, payment and customer management for activity providers.
The platform is an off-the-shelf, self-service product that facilitates management of the following:
bookings, payments and customers;
resource and instructor availability and allocation; and
reporting.
The cloud-based platform has been, and continues to be, developed using some of the latest standards in tried and tested technologies. eola puts in significant effort into building and maintaining a secure, scalable and reliable application.
Throughout everyday use, eola will continue to seek to deploy new functionality and improvements. These updates are part of a long term roadmap to significantly increase the strength of the platform. While eola will always rigorously test and analyse any planned deployment, occasional issues may occur, as with any other technology platform in the course of regular activity.
If you choose to, you may also use experimental capabilities of the platform which are newly implemented, and as a result may be incomplete, or include some flaws. eola will always notify you if functionality is not suitable for mass market adoption.
