No Ordinary Wedding and Event Company Limited
Last updated: June 2014
This agreement is entered into between No Ordinary Wedding and Event Company Limited and the owner or authorised representative of the individual, business, or corporate entity who wishes to advertise on the Site. Under this agreement, No Ordinary Wedding and Event Company Limited agrees to provide advertising services to the Merchant and to promote the Merchant’s Services via NoOrdinaryWedding.com and the other Websites.
To use the Site as a Merchant requires you to do the following:
- To choose a subscription package
- To submit the appropriate information required to successfully create your Listing (the information required will depend on your subscription package)
Once the above steps are completed, we will activate your listing.
By agreeing to be listed on the Site, you agree to these Merchant Terms.
- MERCHANT’S OBLIGATIONS
- NOWE has a strategic objective to be associated only with third party providers of high quality, value-for-money products and services, who operate their business in a manner that protects the integrity and value of the NOWE brand. The Merchant is aware that Customers using the Site are entitled to expect a certain level of service from the Merchant and, accordingly, the Merchant agrees that throughout the Term it will:
- respond in a timely manner in relation to any and all queries from NOWE and/or Customers, typically within 24 hours or less;
- notify NOWE immediately of any changes to its business that may affect the information provided to Customers, for example, changes in price, registration for value-added taxes, and any other relevant changes.
- pay all relevant fees that are due and payable in accordance with clause 4.
- The Site enables Customers to perform a number of actions, collectively referred to as a “booking”, including making enquiries and booking requests, tour requests, and bidding on and purchasing auction items offered by Merchants (venues and vendors).
- The Merchant will provide Information relating to the business, its owners, and products and services on offer for inclusion on the Sites throughout the Term. This Information will include, without limitation, information about the business and its owners, a description of the business (and for venues a description of the Property including photos, its facilities, amenities and location, details of the spaces and services available to Customers), and, if required for the subscription package selected by the Merchant, a description of the products and services included in each package and the price of each package / items in the package. The Merchant will supply the Information in any format that is reasonably required by NOWE.
- The Merchant warrants that:
- it owns the Information it supplies to us, and that all title and intellectual property rights in and to the Merchant’s Information is owned exclusively by the Merchant.
- the Information is and shall be at all times true, accurate and not misleading. This includes ensuring, if applicable, that all pricing and related information (including all references to additional taxes) that it supplies to NOWE are accurate. In the event that any of the Information becomes untrue, inaccurate or misleading at any time during the Term, the Merchant shall inform NOWE in writing (including via email) promptly (and in any event within 24 hours). The Merchant hereby indemnifies NOWE against all losses, damages, costs and expenses suffered as a result of any claim or complaint brought on the basis that the Information is or has become untrue, inaccurate or misleading.
- NOWE reserves the right to exclude or edit any Information provided by the Merchant that it considers to be incorrect, inappropriate, incomplete, or immaterial.
- The Merchant hereby grants NOWE (and any affiliate or sub-Merchant of NOWE) a non-exclusive, worldwide, royalty-free, non-transferrable right to use, copy, store, transmit, distribute, reproduce, modify, create derivative works of and display (“Use”) the Information provided for the Site throughout the Term.
- NOWE shall be entitled to promote the Merchant during the term of this Agreement in online marketing (including email marketing and pay-per-click advertising) at its own cost. The Merchant grants to NOWE a royalty-free, non-exclusive transferable licence to promote it for this purpose only during the term of this Agreement. However, NOWE shall forgo any and all rights under the aforementioned licence that relate to NOWE promoting the Merchant by purchasing the Merchant name as a Google Adword or through similar paid search engines if specifically notified in writing by the Merchant that the aforementioned licence shall no longer include any such rights (save where any other third party online booking provider or other third party online competitor of NOWE is actively engaged in such marketing activity in respect of that Merchant’s name).
- The Merchant hereby acknowledges and agrees that the data relating to a Customer Lead via the Site belongs to NOWE and this data is only made available to the Merchant for the purpose of enabling the Merchant to respond to the Lead. The Merchant shall not, for the avoidance of doubt, be entitled to use the Customer data in order to market to that Customer if it has not obtained directly from the Customer, permission to use their information for marketing purposes.
- No Ordinary Wedding and Event Company Limited will send to the Merchant an email with a booking enquiry from a Customer, which may contain Customer contact information, services requirements, and/or pricing information based on the Customer’s stated preferences (“Lead”)
- The Merchant shall pay to NOWE a “Subscription Fee” to maintain its web presence, that is, a listing page, on a NOWE website.
- The Merchant may also be subject to a “Lead Fee” based on the number of Leads received.
- Additional fees may be payable for a la carte subscription add-ons or listings such as late availability auctions and events
- COLLECTIONS AND SETTLEMENT
- NOWE shall collect any sums due by means of an online debit, credit card and/or other online / offline payments’ transaction.
- All advertising fees are non-refundable. We reserve the right to refuse any advertising requests from Merchants at our discretion.
- RESPONSIBILITY AND LIABILITY
- NOWE shall have no liability to the Merchant, any member of its corporate group or any other person which has rights under this Agreement in contract, tort (including negligence), misrepresentation or breach of any duty for any of the following types of loss or damage arising out of or in connection with this Agreement: (i) loss of data, income, profit, business or opportunity, (ii) damages, losses and costs that relate to third party claims and (iii) indirect, special and consequential loss or damage.
- The parties hereby acknowledge and agree that the information provided on NoOrdinaryWedding.com in respect of the Merchant’s products and services available to Customers is for information purposes only and that any business dealings between the Merchant and the Customer are solely between the two parties. No Ordinary Wedding and Event Company Limited shall not be responsible for any loss or damage of any sort incurred as the result of any business dealings between Merchants and Customers.
- The Merchant agrees to indemnify and hold NOWE and its affiliates and sub-Merchants harmless in respect of any claim by any third party arising from the use of the Information by NOWE or its affiliates and sub-Merchants.
- The Merchant hereby acknowledges and agrees that the advertising, marketing, IT and data processing and any other services, data, reports or other information relating to the Websites, the Merchant, or Customer activity which NOWE may provide from time to time) are provided by NOWE on an ‘as is’ basis. NOWE neither makes nor gives any representations, warranties or undertakings with respect to such services and deliverables and, to the greatest extent permitted by applicable law, NOWE hereby excludes all representations, warranties and conditions, express or implied, statutory or otherwise, including without limitation warranties as to quality or fitness for a particular purpose.
- Neither party shall be liable to the other for any failure or delay in performing this Agreement to the extent that such failure or delay is caused by a Force Majeure Event.
- All Confidential Information provided by the either party will be maintained in confidence by the other party, and neither party will, during the term of this Agreement pursuant to which such information was disclosed and or following the termination of the Agreement, divulge or use in any manner whatsoever, directly or indirectly, for any reason whatsoever, any of the Confidential Information of the other party without receiving the express prior written consent of the other party. Notwithstanding anything to the contrary herein or otherwise, the Merchant hereby agrees and acknowledges that any and all information provided to the Merchant by NOWE regarding any of NOWE’s Customers shall at all times be deemed Confidential Information and Merchant shall make best efforts to protect and safeguard such information at all times. Each party will take such actions as are reasonably necessary to ensure that its officers, employees, contractors and agents are bound by terms no less restrictive than those contained in this provision. Confidential Information does not include any information that (i) becomes lawfully available to the public; (ii) is received without restriction from another person or organization lawfully in possession of such information; (iii) was rightfully in the possession of a party without restriction prior to its disclosure; (iv) is independently developed by a party or its employees or agents without access to the other party’s similar information. In the event a party is compelled by law, order of court or administrative body to disclose Confidential Information of the other party, such party shall be entitled to disclose such Confidential Information provided that such party provide prompt written notice to the other party whose Confidential Information is being disclosed to allow that other party to take an necessary action to safeguard its Confidential Information; and if required to do so, compelled party shall furnish only that portion of Confidential Information which is legally required to be disclosed. If any other third party seeks to compel disclosure of Confidential Information by a party, such party will provide written notice to the other party prior to any disclosure.
- TERM AND TERMINATION OF THE AGREEMENT
- This Agreement commences when it takes effect (as per the explanation at the beginning of this Agreement) and will, subject to the parties’ rights of termination set out in this Agreement, remain in full force and effect until terminated by either party.
- Either party may terminate this Agreement at any time with immediate effect.
- In the event of a termination by the Merchant, no refund of any fees whatsoever will be due.
- In the event that (i) the Merchant commits a material breach of this Agreement and, where such breach is remediable, has not remedied that breach within 14 days of being notified of such breach; (ii) the Merchant ceases to carry on its business or stops payments of its debts or (iii) the Merchant, a liquidator, receiver or administrator being appointed in respect of it or any of its assets, or (iv) the Merchant suffers a Force Majeure Event which has prevented it from performing all or part of this Agreement for more than 7 days, either party may terminate the agreement. No refund of any fees whatsoever will be due.
- NOWE may also give written notice to terminate this Agreement with immediate effect in the event that:
- the Merchant’s average rating by Customers on any of the Websites falls below three stars at any time;
- the Merchant engages in any sort of advertising of its pricing or offers that is, in NOWE’s reasonable opinion, likely to mislead Customers or to have the effect of deceiving Customers about the extent of the price or other advantage they will enjoy;
- the Merchant’s conduct (and/or NOWE’s association with the Merchant) is such that NOWE has reasonable grounds to believe its reputation may be harmed;
- without prejudice to the generality of 7.4.3 above, NOWE believes that the Merchant is engaging in the practice of writing or paying for “fake” customer reviews and/or is accessing Customer accounts to amend or vary reviews; or
- the Merchant is in breach of clause 1.
- In the event of a termination by No Ordinary Wedding and Event Company Limited, for any other reason, at its own discretion, fees shall be refunded pro-rata.
- The Merchant undertakes on termination of this Agreement to immediately cease using and to refrain from all further use of all technology and services previously provided by NOWE.
- A notice given to a party under or in connection with this Agreement must be in writing and shall be sent:
- (if from the Merchant to NOWE) to firstname.lastname@example.org; and
- (if from NOWE to the Merchant) to the email address specified by the Merchant as the email address for future contract related correspondence and, in each case, shall be deemed to have been served when sent.
- NOWE shall be entitled to vary any of the terms of this Agreement at any time by giving no less than 28 days’ notice of such changes to the Merchant. Subject to the foregoing, no variation of this Agreement shall be effective unless in writing and signed by or on behalf of both parties.
- Without prejudice to clause 2.6, the parties acknowledge and agree that they are each responsible for compliance with all relevant data protection legislation and laws relating to privacy in all relevant jurisdictions (the “Data Protection Legislation”) in relation to their own respective activities. The Merchant also agrees that it shall protect and respect all personal data that it receives relating to its Customers and shall comply with all Data Protection Legislation and shall not do anything which (or omit to do anything the omission of which) would put NOWE in breach of any Data Protection Legislation.
- The Merchant hereby agrees in advance that NOWE is freely entitled to transfer all of its rights and obligations under this Agreement to (i) any third party acquiring all or a substantial element of that part of NOWE’s business or assets to which this Agreement relates or (ii) any subsidiary or group or sister company of NOWE (the “Transferee”).
- Upon the Merchant being notified of the identity and contact details of a Transferee, the Merchant agrees that, with effect from the date specified in the notification, it will thereafter treat the Transferee (i) as solely responsible to the Merchant for all of the obligations of NOWE and (ii) as the recipient of all of the rights of NOWE under this Agreement.
- Without prejudice to clause 7.5, the Merchant shall (where requested by NOWE) promptly do all such acts and sign such documents (including entering into a novation agreement) so as to confirm and evidence any transfer of the type described in clause 7.4 and NOWE shall procure that the transferee signs such documents where necessary.
- This Agreement contains the entire agreement and understanding of the parties and supersedes all prior agreements, undertakings, or arrangements relating to its subject matter, save for any other written terms and conditions that may be introduced by NOWE in the future.
- This Agreement is personal to the Merchant and may not be assigned, sub-contracted or otherwise transferred in whole or in part without NOWE’s prior written consent. The Merchant shall give NOWE reasonable prior notice if it proposes to transfer ownership of the Property to a third party. Nothing in this Agreement shall render NOWE and the Merchant as partners or joint venturers.
- This Agreement shall be governed by and construed in accordance with the laws of England, and NOWE and the Merchant agrees to submit to the jurisdiction of courts of England and Wales.