Venue Terms Of Use

These Conditions are entered into between you (the "Venue") and Wizme Ltd, Registered Number 9580706 (the "Supplier"), whose registered and trading address is at 4th Floor Office, 205 Regent Street, London, London, W1B 4HB.

1. INTERPRETATION

1.1 Definitions. In these Conditions, the following definitions apply:

Agent: a person or entity who completes a Booking on behalf of a Client for compensation.

Agreed Commission Rate: the rate of commission agreed in writing between the Venue and an Agent in respect of a Booking made by that Agent.

Booking: a booking or reservation for use of a Venue or its services made through the Marketplace, as set out on a purchase order form; written or electronic acceptance of the Venue's price, estimate or quotation; or otherwise, as the case may be.

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Client: a person or entity who uses the Marketplace to seek and book a Venue.

Conditions: the terms and conditions set out in this document, including the Fee Schedule, as amended from time to time in accordance with the Conditions.

Contract: the agreement and contract between the Supplier and the Venue for the supply of Supplier Services in accordance with these Conditions, the Fee Schedule, any Order Form and any other terms referred to herein.

Direct Debit Mandate: the instruction signed or electronically authorised by the Venue allowing the Supplier to collect Fees from the Venue's bank account by Direct Debit.

Enquiry Collector: the Supplier's "Wizme Enquiry Collector" product, including its embeddable widget, which allows the Venue to collect and manage event enquiries through its own website and other channels.

Event Sales Platform: the Supplier's event sales management solution, which allows the Venue to manage its event enquiries, quotes, bookings and invoicing.

Fee Schedule: the schedule of standard Marketplace Fees set out in Schedule 1 to these Conditions.

Fees: all sums payable by the Venue to the Supplier under the Contract, being the Marketplace Fees and any Solution Fees.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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: the Supplier's online venue-booking marketplace on the Website, through which Clients and Agents search for, enquire about and book Venues.

Marketplace Fees: the Transaction Fee and any other fees payable for the Marketplace Services, as set out in clause 5 and the Fee Schedule.

Marketplace Services: listing and advertising the Venue on the Marketplace, and the handling of enquiries and Bookings from Clients and Agents through the Marketplace.

Order Form: a written or electronic order form, quote, e-mail confirmation or online sign-up confirmation issued by or agreed with the Supplier, setting out the Wizme Solutions the Venue subscribes to, the Solution Fees and any related terms, or any agreed variation to the Marketplace Fees.

Quote: a quote or price estimation for Venue Services provided by a Venue to a Client or Agent via the Marketplace.

Solution Fees: the fees payable for the Wizme Solutions, as set out in the Venue's Order Form, which may include a subscription fee, a transaction fee and/or a revenue share.

Supplier: Wizme Ltd (registered in England and Wales with company number 9580706).

Supplier Services: the Marketplace Services, the Wizme Solutions and any other services supplied by the Supplier to the Venue.

Transaction Fee: the percentage fee payable by the Venue on confirmed Bookings, as set out in clause 5 and the Fee Schedule.

Venue: a person or entity who uses the Supplier Services to advertise Venue Services, solicit a Booking or manage its event enquiries and sales.

Venue Customer: a person or entity who makes an enquiry or booking with the Venue through the Wizme Solutions.

Venue Data: all data, including personal data, that the Venue or its Venue Customers input into, or that is collected through, the Wizme Solutions.

Venue Services: event-hosting services or any other services supplied by a Venue to a Client or Venue Customer.

Website:https://wizme.com

Wizme Solutions: the Enquiry Collector, the Event Sales Platform and any other software solution the Supplier provides to the Venue to manage its own event enquiries and sales, as set out in an Order Form.

1.2 Construction. In these Conditions, the following rules apply:

(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

(b) a reference to a party includes its personal representatives, successors and permitted assigns;

(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted, and includes any subordinate legislation made under that statute or statutory provision as amended or re-enacted;

(d) any obligation on a party not to do something includes an obligation not to allow that thing to be done;

(e) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(f) a reference to writing or written includes e-mails.

2. BASIS OF CONTRACT

2.1 Scope. These Conditions apply to the Venue's use of the Marketplace Services and/or the Wizme Solutions. Clauses 1 to 4 and 7 to 15 apply to all Supplier Services. Clause 5 applies only to the Marketplace Services. Clause 6 applies only to the Wizme Solutions. Clause 10 sets out separate data protection terms for each.

2.2 Acceptance. The Contract takes effect when the Venue accepts these Conditions on registering for any Supplier Services (including by ticking the acceptance box online or by agreeing an Order Form) or, if earlier, on the Venue's first use of any Supplier Services, including placing any advertisement on the Marketplace or installing the Enquiry Collector. From that date, these Conditions replace any previous terms on which the Venue used the Supplier Services.

2.3 Order Forms. If there is any conflict between an Order Form and these Conditions, the Order Form shall prevail in respect of the Wizme Solutions and Fees it covers. In all other respects, these Conditions prevail.

2.4 The Contract constitutes the entire agreement between the parties. The Venue acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.

2.5 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's promotional materials, are issued or published for the sole purpose of giving an approximate idea of the Supplier Services described in them. They shall not form part of the Contract or have any contractual force.

2.6 These Conditions apply to the Contract to the exclusion of any other terms that the Venue seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. SUPPLY OF SERVICES

3.1 The Supplier shall supply the Supplier Services to the Venue in accordance with the Contract in all material respects.

3.2 The Supplier shall have the right to make any changes to the Supplier Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Supplier Services, and the Supplier shall notify the Venue in any such event.

3.3 The Supplier warrants to the Venue that the Supplier Services will be provided using reasonable care and skill.

4. VENUE'S OBLIGATIONS

4.1 The Venue shall:

(a) ensure that any information it provides to the Supplier, including but not limited to any Quote and any related terms, is complete and accurate;

(b) comply with clause 10 (Data Protection);

(c) co-operate with the Supplier in all matters relating to the Supplier Services;

(d) where it uses the Marketplace Services, provide the Supplier, its employees, agents, consultants and subcontractors with access to the Venue's premises as reasonably required by the Supplier to verify the quality of the Venue and the Venue Services;

(e) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Supplier Services, and ensure that such information is accurate and kept up-to-date in all material respects;

(f) prepare the Venue's premises for the supply of the Venue Services to the Client as the Client may reasonably require;

(g) prior to any Booking, obtain and maintain all necessary licences, permissions and consents which may be required for the Venue Services;

(h) use all reasonable efforts to deliver the Venue Services to the Client; and

(i) keep its account login details secure, and be responsible for all use of the Supplier Services under its account.

4.2 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Venue or failure by the Venue to perform any relevant obligation ("Venue Default"):

(a) the Supplier shall, without limiting its other rights or remedies, have the right to: (i) suspend performance of the Supplier Services until the Venue remedies the Venue Default; or (ii) rely on the Venue Default to relieve it from the performance of any of its obligations to the extent the Venue Default prevents or delays the Supplier's performance of any of its obligations;

(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Venue arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause; and

(c) the Venue shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Venue Default.

5. MARKETPLACE SERVICES: BOOKINGS AND FEES

This clause 5 applies only to the Marketplace Services.

5.1 The Website will guide the Client or Agent through the Booking process. The Venue shall provide a Quote to any Client or Agent upon request. The Venue shall not contact any Client or Agent introduced through the Marketplace directly to provide quotations or prices outside of the Marketplace. This restriction does not apply to the Venue's own customers or to enquiries received through the Wizme Solutions.

5.2 Any Quote given by the Venue shall constitute an offer and shall be valid for the period of time dictated by the Booking request. By submitting a Quote, the Venue agrees to fulfil the terms of the Booking if the Booking is accepted.

5.3 The Booking constitutes an acceptance by the Client of the Venue's offer for Venue Services in accordance with these Conditions.

5.4 Completion of the Booking process and securing payment for a Booking is the sole responsibility of the Venue.

5.5 No listing fee. The Supplier shall not charge any fee for the Venue to list, advertise or solicit Venue Services on the Marketplace.

5.6 Transaction Fee. Unless an Order Form states otherwise, the Venue shall pay the Supplier a Transaction Fee of 5% of the total amount of each confirmed Booking. Where the Client making the Booking is a registered charity, the Transaction Fee for that Booking is reduced to 2.5%. The Venue shall identify charity Bookings to the Supplier and keep reasonable evidence of the Client's charity status.

5.7 Agent Bookings and Qualifying Bookings. If a Booking is made by an Agent, the Venue shall pay the Agreed Commission Rate on the final price of the Booking to the Agent. If a Booking is made by a Client directly (a "Qualifying Booking"), the Venue shall pay the Transaction Fee on that Booking to the Supplier.

6. WIZME SOLUTIONS

This clause 6 applies only to the Wizme Solutions.

6.1 Order Form. The Wizme Solutions the Venue subscribes to, the Solution Fees, the billing frequency and any minimum term are set out in the Venue's Order Form, provided by the Supplier's sales team.

6.2 Enquiry Collector. The Venue may embed the Enquiry Collector only on websites and channels that it owns or controls, and shall not alter, separate or interfere with its code. The Venue may share the Enquiry Collector embed code generated in its account with its website administrator for this purpose.

6.3 Payment method. Unless the Order Form states otherwise, Solution Fees are payable by Direct Debit or by debit or credit card, through the Supplier's payment provider. The Venue shall:

(a) where paying by Direct Debit, complete and keep in place a valid Direct Debit Mandate, or where paying by card, keep valid card details on file, for the duration of the subscription;

(b) ensure sufficient funds are available on each collection date; and

(c) notify the Supplier promptly of any change to its payment details.

6.4 Failed payments. If a Direct Debit or card payment fails or is cancelled, the Supplier may re-present the payment and may suspend access to the Wizme Solutions until all amounts due have been paid in full. Clause 7.3 (late payment) applies to any overdue Solution Fees.

6.5 Term and renewal. Unless the Order Form states otherwise, a monthly subscription continues from month to month until cancelled by the Venue, and cancellation takes effect at the end of the monthly period already paid for, provided notice is given before the next collection date. A fixed-term subscription runs for the term stated in the Order Form and expires at the end of that term unless renewed.

6.6 No refunds. Except where required by law or where the Supplier materially fails to provide the Wizme Solutions, Solution Fees are non-refundable, including where the Venue cancels part-way through a billing period or term.

6.7 Revenue share. Where an Order Form provides for a revenue share:

(a) "Venue Revenue" means, unless the Order Form states otherwise, the gross amounts (excluding VAT and refunded amounts) received or receivable by the Venue for bookings managed through the Wizme Solutions;

(b) the Venue shall, within 14 days after the end of each reporting period stated in its Order Form (monthly if none is stated), give the Supplier a written statement of Venue Revenue for that period; and

(c) the Supplier may, on reasonable notice and not more than once per year, audit the Venue's relevant records to verify Venue Revenue. If an audit shows an underpayment of more than 5%, the Venue shall pay the reasonable cost of the audit.

7. PAYMENT

7.1 Invoicing and payment. The Supplier shall provide the Venue with a monthly invoice for all Fees due that are not collected by Direct Debit, including Transaction Fees for all Bookings actualised during the prior month ("Invoice"). Fees invoiced shall be paid within 28 days, in full in cleared funds, from receipt of an Invoice by bank transfer to the bank account nominated by the Supplier. Where the Venue has given a Direct Debit Mandate, the Supplier shall collect the Fees by Direct Debit on or after the due date, and the Venue shall ensure sufficient funds are available. Time of payment is of the essence.

7.2 VAT. Unless otherwise stated, all Fees are exclusive of value added tax ("VAT"), which the Venue shall pay in addition at the applicable rate.

7.3 Late payment. If the Venue fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Supplier reserves the right to suspend the Supplier Services and terminate the Contract, and the Venue shall pay interest on the overdue amount at the rate of 5% per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.

7.4 No set-off by the Venue. The Venue shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Venue against any amount payable by the Supplier to the Venue.

7.5 Changes to Fees.

(a) The Supplier may change the standard Marketplace Fees by giving the Venue at least 30 days' written notice (by e-mail to the address registered on the Venue's account) and by publishing the updated Fee Schedule on the Website. The change takes effect on the date stated in the notice, which shall not be earlier than the end of the notice period.

(b) Solution Fees, and any Marketplace Fees agreed in an Order Form, may only be changed as set out in the Order Form or, if it says nothing, by at least 30 days' written notice taking effect at the start of the next billing or renewal period.

(c) If the Venue does not accept a change, it may terminate the affected Supplier Services by written notice given before the change takes effect, and the existing Fees shall continue to apply until termination takes effect. Continued use of the Supplier Services after the change takes effect constitutes acceptance of it.

(d) A change to the Fees shall not apply to any period for which the Venue has already paid in advance, and shall not affect Bookings confirmed before the change takes effect, which remain subject to the Fees in force on the date of confirmation.

(e) Any change to the Fees under this clause is a variation permitted by clause 15.8 and need not be signed by both parties.

8. INTELLECTUAL PROPERTY AND PROTECTION OF THE PLATFORM

8.1 Ownership. All Intellectual Property Rights in the Supplier Services, the Website, the Marketplace and the Wizme Solutions, and in all related software, designs, user interfaces, workflows, processes, documentation and know-how ("Supplier Technology"), belong to the Supplier or its licensors. The Supplier may use any feedback or suggestions from the Venue freely and without payment.

8.2 Licence. The Supplier grants the Venue a non-exclusive, non-transferable, revocable, royalty-free licence, for the term of the Contract, to use the Supplier Services for its own business purposes in accordance with these Conditions.

8.3 Restrictions. The Venue shall not, and shall not allow any third party to:

(a) copy, modify, reverse-engineer, decompile or create derivative works of any Supplier Technology;

(b) share or publish screenshots, recordings or descriptions of the non-public parts of the Supplier Services, other than internally within the Venue's business or to obtain support from the Supplier;

(c) scrape or extract data from the Supplier Services by automated means, other than the Venue exporting its own Venue Data;

(d) share account access with anyone outside the Venue's own business, including any web developer, agency or contractor;

(e) access or use the Supplier Services on behalf of, or for the benefit of, a competitor of the Supplier, or to build, benchmark or help build a competing product or service; or

(f) use the Supplier Services or any Supplier Technology (including screenshots, workflows, designs or features) as a reference, specification or input for developing any event enquiry, booking or sales software, whether for the Venue's own use or for supply to others.

8.4 Venue content. The Venue keeps ownership of its own content (including images, descriptions and logos) and of its Venue Data (but not Aggregated Data under clause 8.5). The Venue grants the Supplier a non-exclusive, royalty-free licence to use its content to provide the Supplier Services and, where the Venue uses the Marketplace Services, to promote the Venue on the Marketplace.

8.5 Aggregated data. The Supplier may collect data about the use and performance of the Supplier Services, and may create anonymised and aggregated data from it and from Venue Data, which does not identify the Venue, any Venue Customer or any individual ("Aggregated Data"). The Supplier owns all Aggregated Data and may use it during and after the Contract to operate, improve and develop its products and services, and for analytics, benchmarking and industry insights.

8.6 Breach. If the Venue breaches clause 8.3, the Supplier may suspend or terminate the Venue's access to the Supplier Services immediately and may seek injunctive relief, in addition to any other remedy.

8.7 This clause shall survive termination of the Contract.

9. CONFIDENTIALITY

9.1 Each party ("receiving party") shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party ("disclosing party"), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party, its business, its products and services which the receiving party may obtain or which is disclosed to that party by the disclosing party pursuant to or in connection with the Contract (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such).

9.2 The non-public features, functionality, workflows and design of the Supplier Services, and the terms of any Order Form (including the Solution Fees), are the Supplier's confidential information.

9.3 The parties shall only disclose such confidential information to those of their employees, agents and subcontractors who need to know it for the purpose of discharging their obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.

9.4 The restrictions in this clause shall not apply to any information which is or becomes publicly available otherwise than through a breach of these Conditions, is already or rightly comes into the receiving party's possession without an accompanying obligation of confidence, or which is independently developed by the receiving party.

9.5 This clause shall survive termination of the Contract.

10. DATA PROTECTION

10.1 Both parties shall comply with the UK General Data Protection Regulation and the Data Protection Act 2018 (and, where applicable, the EU General Data Protection Regulation (2016/679)) ("Data Protection Laws").

10.2 Marketplace Services. In respect of personal data of Clients and Agents collected through the Marketplace, each party is an independent controller. The Supplier processes such data in accordance with its Privacy Policy. The Venue shall use such personal data only to respond to and fulfil the relevant enquiry or Booking, and shall maintain appropriate data protection systems and processes, including data breach reporting processes.

10.3 Wizme Solutions. All Venue Data belongs to the Venue. In respect of personal data within the Venue Data, the Venue is the controller and the Supplier is the processor. The Venue is responsible for having a lawful basis for collecting and using that personal data and for providing any required privacy information to its Venue Customers. The Supplier shall not access or use Venue Data except as necessary to provide, support and secure the Wizme Solutions, or as the Venue instructs.

10.4 Where the Supplier acts as processor, it shall:

(a) process the personal data only on the Venue's documented instructions, which are these Conditions (including the creation of Aggregated Data under clause 8.5) and the Venue's use of the Wizme Solutions, unless required otherwise by law;

(b) ensure that persons authorised to process the personal data are bound by obligations of confidentiality;

(c) implement appropriate technical and organisational measures to protect the personal data;

(d) engage sub-processors (such as hosting and payment providers) only under written terms giving equivalent protection, and notify the Venue of any intended changes to its sub-processors, giving the Venue the opportunity to object. The Venue gives its general authorisation to such sub-processors;

(e) not transfer the personal data outside the UK unless appropriate safeguards are in place as required by Data Protection Laws;

(f) taking into account the nature of the processing, assist the Venue in responding to requests from data subjects and in meeting its obligations on security, breach notification and data protection impact assessments;

(g) notify the Venue without undue delay on becoming aware of a personal data breach affecting the Venue Data;

(h) on termination, at the Venue's choice, return or delete the personal data, unless the law requires it to be kept; and

(i) make available to the Venue the information reasonably necessary to demonstrate its compliance with this clause.

10.5 Processing details. Subject matter and nature: hosting, storing and organising enquiry, booking and sales data to provide the Wizme Solutions. Duration: the term of the Contract and any period under clause 13. Types of personal data: contact details, event details and enquiry, booking and payment information. Data subjects: Venue Customers and the Venue's staff.

11. LIMITATION OF LIABILITY AND INDEMNITY

11.1 Nothing in these Conditions shall limit or exclude the Supplier's (or its employees', agents' or subcontractors') liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

(b) fraud or fraudulent misrepresentation; or

(c) any other liability to the extent such liability may not be excluded or limited as a matter of law.

11.2 Subject to clause 11.1:

(a) the Supplier shall under no circumstances whatever be liable to the Venue, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss (whether direct or indirect) of actual or anticipated income, savings or profits, contracts, business, business opportunities, revenue, turnover, goodwill, reputation, or corruption of data or information, or wasted expenditure, or for any indirect or consequential loss arising under or in connection with the Contract; and

(b) the Supplier's total liability to the Venue in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in no circumstances exceed the Fees paid by the Venue to the Supplier in the 6-month period prior to the claim.

11.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

11.4 The Venue shall indemnify the Supplier against any costs, liability, damages, loss, expenses, claims or proceedings arising from loss or damage (including that belonging to any third parties appointed by the Supplier) caused by any breach of these Conditions or any other liabilities arising out of the use of the Website or the Supplier Services by the Venue or its agents or employees.

11.5 This clause shall survive termination of the Contract.

12. TERMINATION

12.1 Without limiting its other rights or remedies, and subject to clause 6 and any minimum term in an Order Form, either party may terminate the Contract, or the Contract in respect of only the Marketplace Services or only the Wizme Solutions, at any time by giving the other notice in writing. The Supplier may suspend provision of the Supplier Services under the Contract or any other contract between the Venue and the Supplier if the Venue fails to pay any amount due under this Contract on the due date for payment, or the Supplier believes that the Venue may be unable to pay its debts as and when they fall due, or if the Venue stops carrying on business or threatens to do so.

12.2 Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.

13. CONSEQUENCES OF TERMINATION

On termination of the Contract for any reason:

(a) the Venue shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Qualifying Bookings for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Venue immediately on receipt;

(b) the Venue shall stop using the Wizme Solutions and remove the Enquiry Collector from its websites and channels, and the Supplier shall make the Venue Data available for export for 30 days, after which it shall delete it in accordance with clause 10.4(h);

(c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry;

(d) the Venue will not, either during the Contract or for a period of 12 months after the Contract ends, in any capacity, offer to employ or engage, or seek to solicit or entice away, employ or engage, or otherwise facilitate the employment or engagement of, any employee or contractor of the Supplier; and

(e) clauses which expressly or by implication survive termination shall continue in full force and effect.

14. FORCE MAJEURE

14.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

14.2 Neither party shall be liable as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

14.3 If the Force Majeure Event prevents either party from providing any of its services for more than 7 days, the Venue or Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the other party.

15. GENERAL

15.1 Assignment and other dealings. The Venue shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.

15.2 Dispute resolution.

15.2.1 Any matter which may arise concerning the construction, meaning or effect of this Contract or concerning the rights or liabilities of either party shall in the first instance be referred to appointed relationship managers, who shall discuss and attempt to resolve the same in good faith between themselves with a view to recommending the proposed resolution to the party they each respectively represent for written agreement.

15.2.2 In the event that the appointed relationship managers are unable to resolve a matter arising under clause 15.2.1 within 5 Business Days of the matter having been referred to them, the dispute shall be referred to the highest relevant level of each party's management (such person as the statutory board of directors or other suitable officers or representatives of each party may nominate in relation to any specific dispute).

15.2.3 In the event that the parties' management are unable to resolve a matter pursuant to clause 15.2.2, the parties will attempt to settle the matter by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. To initiate the mediation, a party must give notice in writing to the other party of the dispute regarding which it is requesting mediation. A copy of the request should be sent to CEDR. The parties shall ensure that the mediator is appointed not later than 14 days after the date of the notice. Neither party shall be able to recover any costs from the other in relation to the mediation.

15.2.4 In the event that a dispute is not resolved by mediation pursuant to clause 15.2.3, the dispute shall be referred to arbitration by a single arbitrator to be agreed by the parties. In the event that the parties cannot agree the appointment of an arbitrator, either party may request that the President of the Law Society of England and Wales appoint the arbitrator. The arbitration shall take place in London and be in accordance with the Arbitration Act 1996 or any re-enactment or modification of the Act for the time being in force.

15.2.5 Nothing in this clause 15.2 prevents the Supplier from seeking urgent injunctive relief from the courts to protect its Intellectual Property Rights or confidential information.

15.3 Notices.

15.3.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its trading office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier or e-mail.

15.3.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in this clause; if sent by pre-paid first class post or other next working day delivery service, at 12.00 pm on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission.

15.3.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

15.4 Severance.

15.4.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

15.4.2 If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

15.5 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15.6 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

15.7 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

15.8 Variation. The Supplier may update these Conditions from time to time by publishing the updated Conditions on the Website and giving the Venue at least 30 days' notice by e-mail before the update takes effect. The Venue's continued use of the Supplier Services after that date constitutes acceptance. Except as set out in these Conditions (including changes to the Fees under clause 7.5 and changes to the Supplier Services under clause 3.2), and except for an Order Form, no other variation of the Contract shall be effective unless it is agreed in writing by both parties.

15.9 Governing law. This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

15.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

SCHEDULE 1: MARKETPLACE FEE SCHEDULE

This Schedule forms part of the Contract between Wizme Ltd (the "Supplier") and the Venue. It sets out the standard Marketplace Fees and applies only to the Marketplace Services. Fees for the Wizme Solutions are set out in the Venue's Order Form. The Venue accepts this Schedule by using the Marketplace Services. Different Marketplace Fees may be agreed in an Order Form, which takes priority for the Fees it covers.

Part A: Standard Marketplace Fees

Part B: Payment

Transaction Fees are invoiced monthly and payable by bank transfer within 28 days of Invoice, or collected by Direct Debit where the Venue has given a Direct Debit Mandate (clause 7.1).

Part C: Review and changes

Standard Marketplace Fees may be changed on at least 30 days' written notice in accordance with clause 7.5. Bookings confirmed before a change remain subject to the Fees in force on the date of confirmation.