1. INTRODUCTION
These terms and conditions (the "Terms") are an agreement between you or the entity you represent ("you," "your," or “user”) and Meji Media Ltd, a private limited company governed by the laws of England and Wales (the "Company", "we," “our,” or "us"). You must read, agree to and accept all of the terms and conditions contained in these Terms in order to use Venkey (found at www.venkey.co.uk), an online venue locator (hereinafter referred to as the “Site”) that facilitates venue bookings between those who seek to book a venue for an event (“Client(s)”) and venue providers (“Venue Provider(s)”). The Site is intended for the use of adults 18 years or older. You are not permitted to use the Site if you are under the age of 18.
These Terms expressly incorporate by reference and include the Company’s Privacy Policy and additional terms or disclaimers that may be posted and updated on the Site or in notices that are sent to you. Please read these Terms carefully before you use the Site. You understand that by using the Site, you agree to be bound by these Terms. If you do not accept these Terms in its entirety, you must not access or use the Site.
To the extent permitted by applicable law, we may, at any time, amend these Terms, including any features or functionality of the Site, without prior notice to you, by posting a revised version of the Terms and/or a notification about changes made to features or functionality. Any revisions to these Terms will take effect when a revised version or a notification is posted on the Site unless otherwise stated. Your continued use of the Site after the revision date constitutes (a) your acceptance of revised Terms and/or changes made to the Site and (b) agreement to be bound by any such revised terms and conditions.
If you agree to these Terms on behalf of an entity, you represent and warrant that you have the authority to bind that entity to this these Terms and that such entity or organisation is duly authorized to do business in the country or countries where it operates. In that event, "you," "your," or “user” will refer and apply to that entity.
2. LICENCE TO USE THE SITE
2.1 Licence. Subject to the terms and conditions of these Terms, the Company grants you a non-transferable and non-exclusive licence of the right to use the Site.
2.2 Certain Restrictions. The right granted to you in the present Terms is subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host or otherwise commercially exploit the Site; (b) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive service; (d) you shall not remove or destroy any copyright notices or other proprietary markings found on the Site. Any future release, update or other addition to any of functionalities or content of the Site shall be subject to the terms and conditions of these Terms.
Moreover, you agree not to use the Site to: (a) upload or distribute any computer viruses, worms, malicious code or any software intended to damage or alter a computer system or a mobile device or data; (b) collect information or data regarding other users, including e-mail addresses, without their consent (e.g., using harvesting bots, robots, spiders or scrapers); (c) disable, overburden, impair or otherwise interfere with servers or networks connected to the Site (e.g., a denial of service attack); (d) attempt to gain unauthorized access to the Site or servers or networks connected to the Site (e.g., through password mining); or (e) interfere with another user’s use and enjoyment of the Site.
2.3 Modification. We reserve the right, at any time, to modify, suspend or discontinue the operation of the Site or any part thereof with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of operation of the Site or any part thereof.
2.4 Ownership. We and our licensors (if any and where applicable) own all right, title and interest, including all related intellectual property rights, in and to the Site (excluding Content, as defined below). The Site is licensed to you; this means that the Site is under no circumstances sold/transferred to you. Indeed, the present Terms do not convey to you any rights of ownership in or related to the Site. Our name, logo and other names associated with the Site belong to us (or our licensors, if any and where applicable) and no licence of the right to use them by implication, estoppel or otherwise is granted to you hereunder. We (and our licensors, if any and where applicable) reserve all rights not granted in these Terms.
3. YOUR ACCOUNT AND IDENTITY
3.1 Your Account. In order to get full access to the Site, you must (i) register for an account (“Account”) and (ii) provide certain information about yourself as requested. You represent and warrant that: (a) all required information you submit is truthful and accurate, (b) you will maintain the accuracy of such information, (c) your use of the Site does not violate any applicable laws and (d) you are at least eighteen (18) years of age and have the legal capacity to enter into these Terms. You may close your Account at any time, for any reason, by following the instructions on the Site. The Company may suspend or terminate your Account in accordance with the Term and Termination section of the present Terms.
3.2 Confidentiality and Security of Your Account. You shall be responsible for (i) maintaining and ensuring the confidentiality and security of your Account’s login information and (ii) all activities that are conducted under your Account. You agree not to disclose your password to anyone and you shall be solely responsible for any use of or action taken through the use of such password on the Site. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with this requirement. By using your Account, you acknowledge and agree that the Company’s account security procedures are commercially reasonable. You agree to immediately notify the Company in the event of any unauthorized use, suspected unauthorized use, of your Account or any other breach of security.
4. VENUE PROVIDER’S CONTENT & LICENCES
4.1 Content. “Content” shall mean any and all content (including, but not limited to, descriptions, pictures, videos) that a Venue Provider uploads to the Site. If you are a Venue Provider, you are solely responsible for your Content. You assume all risks associated with the use of your Content, including any reliance on its accuracy, completeness or usefulness by others or any disclosure of your Content that makes you or any third party personally identifiable.
You hereby represent and warrant to the Company as follows: (i) your Content, and each and every part thereof, is an original work by you, or you have obtained all rights, licences, consents and permissions necessary in order to use at any and all times during any applicable use and (if and where relevant) to authorize the Company to use your Content pursuant to these Terms, including, without limitation, the right to upload, reproduce, store, transmit, distribute, share, publicly display, publicly perform, make available and otherwise communicate to the public your Content, and each and every part thereof, on, through or via the Site.
You agree not to use the Site to upload, distribute or otherwise use any Content in a way (a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity or any other intellectual property or proprietary right; (b) that is tortious, trade libelous, defamatory, false or intentionally misleading, (c) that is harassing, abusive, threatening, harmful, vulgar, obscene or offensive or that contains pornography, nudity or graphic or gratuitous violence or that promotes violence, racism, discrimination, bigotry, hatred or physical harm of any kind against any group or individual or is otherwise objectionable, (d) that is harmful to minors in any way; (e) that constitutes unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; or (f) that violates any law, regulation or contractual obligations.
The Company is not responsible for and do not control any Content. The Company has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to any Content.
4.2 Licences and Permissions. Venue business owners may have to ensure that events held at their venues comply with the laws regarding noise disturbances, alcohol sales, fire regulations, maximum capacity and other safety concerns, or they risk hefty fines. Major violations, such as the sale of alcohol to minors, can even result in a revocation of the business's permits. Venues must submit to fire marshal inspections to ensure that no building codes are being violated and emergency exits are properly marked and free of obstructions.
Regardless of whether your venue is located, you hereby warrant that you hold all necessary licences, permits, and/or authorizations required by laws of the country where you operate your venue.
4.3 Laws Applicable to Venues Located in England or Wales:
Licensing Act 2003. The Licensing Act 2003 is an Act of the Parliament of the United Kingdom. The Act establishes a single integrated scheme for licensing premises in England and Wales (only) which are used for the sale or supply of alcohol, to provide regulated entertainment, or to provide late night refreshment.
If your venue is located in England or Wales you must acquire or hold premises licence that would allow you to sell alcohol (this includes providing “free” alcohol to Clients) or serve hot food and drinks between 11pm and 5am. You will also need a licence if you provide the following types of entertainment: theatrical performance, showing a film, indoor sporting event, boxing or wrestling (indoor or outdoor), live music, recorded music or dancing. Moreover, if you want to sell alcohol from your venue you must appoint one person who holds a personal licence. That person does not have to be present on the premises to oversee the sale of alcohol, but is responsible for any sales made by other members of your staff. The Alcohol Licensing section of the Gov.uk website offers information related to the Licensing Act and the application process.
Temporary Event Notices (TENs). A Temporary Event Notice (TEN) is a licence to hold one-off licensable activities in an unlicensed premises. You are limited to a maximum of five per year if you do not hold a personal licence and fifty if you do. No more than fifteen TENs can be given in respect of any particular premises in any calendar year and each event covered by a TEN can only last up to 96 hours (to a maximum of 15 days per year in aggregate) and can only be attended by a maximum of 499 people. There must also be a minimum of 24 hours between events.
Live Music Act 2012. The Live Music Act exempts small licensed venues with audiences of up to 200 (including accommodation establishments, pubs, restaurants and community halls) from requiring a separate special licence to hold live shows with amplified music between 8pm and 11pm. It also removes the need for a licence for unamplified live performances between 8pm and 11pm in all venues.
5. BOOKING TERMS
5.1 Company Services. We facilitate the booking of venues and entertainment equipment (the "Company Services") by operating the Site. We do not provide or own any venues or entertainment equipment ourselves. When a Client makes a booking using the Site, the Client agrees to enter into a contract with a Venue Provider, not the Company, as we are only acting as an intermediary that facilitates formation of any such contract. It is the Venue Provider's responsibility to provide you with the venue and agreed upon services. We are not responsible for the fulfilment of any booking made through the Site or for the condition of any venue or quality of any services that are booked via the Site. Please note that all bookings are subject to the booking conditions displayed to you prior to you confirming any such booking (the “Venue Booking Terms” and as defined further below).
5.2 Contract between Client and Venue Provider & Venue Booking Terms. When a Client books a venue through the Site, the Client is entering into a contract with the relevant Venue Provider (“Contract”). The Contract will be formed as follows: when a Client submits a booking request for particular venue, the relevant Venue Provider responds with the full list of its terms and conditions, which are negotiable. Once both the Client and the Venue Provider are satisfied with the terms and conditions of the Contract, both must hit “Accept Contract” button in order to enter into it. Any such Contract is solely between a Client and relevant Venue Provider, and not the Company. Any claim a Client may have against a Venue Provider should therefore be brought against the Venue Provider in question directly and not the Company.
In order to avoid disappointments, a Contract should include Venue Provider’s rules for exploitation of it venue, cancellation or refund policy, a venue rental fee and fees for any other additional services to be provided by the Venue Provider (together any such fees shall hereinafter be referred to as the “Venue Booking Fee”). A Contract may not contain any terms and conditions that affect the rights or responsibilities of the Company.
The Venue Provider hereby agrees to fulfil all its obligations under any Contract in a professional and skilful manner and shall timely make available to the Client its venue (and provide it in the condition that is specified in any relevant Contract).
5.3 Payment Conditions. If a Client makes a booking more than seven (7) days prior to the date of the Client’s event, the Client must pay 20% of the total Venue Booking Fee at the time of the booking via the Site, while the rest 80% must be paid seven (7) days prior to the date of the event. If, however, a Client makes a booking seven (7) or fewer days before the date of the event, the Client must pay all 100% of the Venue Booking Fee via the Site.
Payments can be made using a debit/credit card or bank transfer, however, bank transfers can only be made if a Client makes a payment of 80-100% of the total Venue Booking Fee at once.
5.4 Payment Processing Fees. For each payment made with a debit card, a Client will be assessed £1 and 3.5% for payments made with credit cards.
5.5 Taxes. The Venue Booking Fee shall be inclusive of all applicable taxes.
5.6 Company Fee. In consideration of the Company Services provided to Clients and Venue Providers, the Company will withhold a fee equivalent to 10% of the Venue Booking Fee (“Company Fee”) at the time of a booking. The Company will disburse the remainder of the Venue Booking Fee seven (7) days following the date of the event.
5.7 Cancellation or Refund Policy. The cancellation and refund policy in respect of your booking will be set by your Venue Provider and will be as displayed on the Site and in the email confirmation you receive when you make a booking. You are required to comply with the terms of the cancellation policy. If you cancel a booking you will only be eligible for a refund in accordance with the terms of the relevant cancellation policy. You will not be entitled to a refund for cancellation in any other case.
Regardless of the terms and conditions of the Venue Provider’s cancellation and refund policy and regardless of whether or not Venue Booking Terms were satisfactorily fulfilled by the Venue Provider, the Company Fee shall is non-refundable.
5.8 Disbursement of Funds to Venue Provider. If a Venue Provider elects disbursement of funds through a third party, the Venue Provider shall acknowledge and agree that any such third party may assess additional fees. If the Venue Provider elects disbursement of funds in a foreign currency, the Company will withhold a conversion fee of 1.5%.
5.9 Hold on funds. In case of dispute, fraud, abuse or violation of these Terms by either a Client or Venue Provider, the Company reserves the right to freeze all monies payable to the Venue Provider until the situation is cleared.
6. DISINTERMEDIATION AND CIRCUMVENTION
Client shall make all payments relating to or in any way connected to any booking through the Site. All electronic communication between the Client and the Venue Provider shall be done solely via the Site. Any action that encourages or solicits complete or partial payment outside of the Site constitutes a violation of these Terms.
7. YOUR PRIVACY
Protecting your privacy is very important to the Company. Please review our Privacy Policy, which explains how the Company treats your personal information. All information we collect on the Site is subject to our Privacy Policy. By using the Site, you agree and consent to our collection and use of your personal information as outlined therein and you agree to abide by and not violate such Privacy Policy on your part.
8. WARRANTIES & DISCLAIMERS
THE SITE, INCLUDING ALL THE CONTENT AND COMPANY SERVICES AVAILABLE THROUGH IT, IS PROVIDED ON “AS IS” AND “AS AVAILABLE” BASIS AND WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY OR NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTY THAT THE SITE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL OR SAFE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
9. LIMITATIONS OF LIABILITY
IN NO EVENT SHALL WE (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS OR THE SITE EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO AND USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
10. INDEMNIFICATION
You agree to defend, indemnify and hold harmless the Company, its subsidiaries, affiliates, officers, agents, employees, representatives and agents from and against any claims, suits, losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) brought by third parties resulting from or relating to: (i) your use of the Site, (ii) your Content, (iii) your violation of these Terms or (iv) any claim, judgment or adjudication that any action of yours infringes proprietary rights or other rights of any third party or any other Site user.
The Company reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify the Company and you agree to cooperate with our defence of these claims. You agree not to settle any matter without our prior written consent. The Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
11. TERM AND TERMINATION
11.1 Term. You hereby acknowledge and agree that these Terms shall come into force on the date you create an Account and will remain in force and effect until terminated in accordance with these Terms.
11.2 Termination. You may terminate these Terms at any time and for any reason by closing your Account on the Site. We may suspend your rights to use the Site and/or terminate these Terms, at any time and for any reason, at our sole discretion, with or without notice to you, including if we believe you have violated any provision of these Terms. Upon termination of these Terms, your Account and right to use the Site will automatically and immediately terminate. We will not incur any liability whatsoever to you for termination of these Terms or deletion of your Account and any Content associated with it. Termination shall not relieve you of the requirement to pay for any outstanding fees that are non-refundable.
12. NATURE OF THE CONTRACTUAL RELATIONSHIP
These Terms do not create a partnership, agency, employer-employee or similar relationship among or between either of the parties (the Company, a Client, a Venue Provider). Neither party has authority to enter into written or oral — whether implied or express — contracts on behalf of another. Venue Provider acknowledges that the Company does not, in any way, supervise, direct or control Venue Provider's venue or services performed in any manner. For the avoidance of doubt, Venue Provider shall be solely responsible for all costs and expenses incurred in connection with the performance of services under any Venue Booking Terms.
13. GENERAL PROVISIONS
13.1 Entire Agreement. These Terms and our Privacy Policy constitute the entire agreement between you and us with respect to the subject matters hereof and supersede all prior discussions and agreements between you and us with respect to such subject matters (including any prior end-user licence agreements, terms and conditions and privacy policies).
13.2 Modifications. No modification or amendment to these Terms shall be binding upon the Company unless in a written instrument signed by a duly authorized representative of the Company.
13.3 Waiver. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.
13.4 Assignment. We may assign, transfer or otherwise dispose of these Terms in whole or in part or any of our rights hereunder in connection with a merger, acquisition, reorganisation or sale of all or substantially all of our assets or other operation of law, without your consent. The terms and conditions of these Terms shall be binding upon assignees.
13.5 Severability. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, (i) the other provisions of these Terms will be unimpaired and (ii) the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
13.6 Consent to Electronic Notices. You consent to the use of (a) electronic means to execute these Terms and to deliver any notices pursuant to these Terms; and (b) electronic records to store information related to these Terms or your use of the Site. Notices hereunder shall be invalid unless made in writing and given (a) by the Company via email (to the email address that you provide), (b) a posting on the Site or (c) by you via email to info@mejimedia.com or to such other email addresses as the Company may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
13.7 Governing Law. These Terms shall be governed by the laws of England and Wales and you agree that the English courts shall have exclusive jurisdiction in any dispute. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect our rights in any court of competent jurisdiction.