Inapub Ltd Venue Listing Services Terms and Conditions

The proprietor of the Website(s) (defined below) is Inapub Ltd. Inapub Ltd offers a subscription to its Venue Listing Services via the Website(s) on the terms set out below. If Inapub Ltd accepts your request to subscribe to the Venue Listing Services, you will be legally bound by these terms and conditions.

The headings are for convenience only and do not form part of the agreement.

1. Definitions

1.1	In these Conditions:
1.1.1	“Account Area” means a defined area of the Website(s) not visible to the public and unique to your corresponding Venue Listing that is accessed once you have registered your details and a Venue Listing manager has been appointed in accordance with clause 2.3 (and that can only be accessed by your Login) which will provide you with access to the Venue Listing Services and any associated benefits;
1.1.2	“Club” means a club as set-up by you and defined in further detail on our Website(s) that Users may join;
1.1.3	"Conditions" means these terms and conditions together with any other terms agreed in writing by both of us;
1.1.4	"Content" means any and all of the text, graphics, images, logos, photographs, layout, design, shading and colouration constituting or intended to be in a Venue Listing;
1.1.5	"Created Material" means any material or item created by us for you as part of the provision of the Venue Listing Services, including by way of example and not limitation the HTML code for, or the screen designs of, the Website(s);
1.1.6	"Database" means an electronic database in which details relating to you or your Venue Listing may be stored for the purposes of our providing the Venue Listing Services;
1.1.7	"IPRs" means all intellectual property rights including, without limitation, copyright, design right, registered designs, trade marks, patents, moral rights and confidential information and ideas and all other rights whatsoever of a like nature world wide whether registered or unregistered;
1.1.8	“Login” means the personal user name and password created by you and which you agree to keep confidential and secure allowing you to access the Account Area;
1.1.9	"Malware" means any software designed to infiltrate or damage a computer system, without the owner's informed consent, including but not limited to "trojans", "worms", "logic bombs" and "cancelbots" as the same may be generally understood within the computing industry from time to time and any other malicious and unwanted software;
1.1.10	"Personal Data” means any personal data relating to you and Users within the meaning defined in the Data Protection Act 1998;
1.1.11	“Proprietary Material" means any of your (or a third party's) copyrighted material, brand names, trade or service marks, devices or logos;
1.1.12	“SMS Services” means the services offered by us to you as set out in clause 4;
1.1.13	“Subscription” means your subscription to use of the Venue Listing Services which is deemed to be acceptance by you of these Conditions;
1.1.14	“Subscription Period” means a period of 12 months or such other period notified to you by us in writing before the commencement of the Contract;
1.1.15	“Subscription Request” means your request to subscribe to the Venue Listing Services submitted by you to us via the Website(s);
1.1.16	"Third Party Data" means data we obtain for use under licence from third party organisations and which may be used to assist in the provision of the Venue Listing Services and which may be displayed to Users in association with other material relating to you including by way of example and not limitation cartographic data used to display location maps;
1.1.17	“User” means a person who has registered on any of our Website(s) and is able to view the Venue Listing;
1.1.18	"Venue Listing" means the area of the Website(s) managed by you that gives details of your venue, is visible to the public and which you can edit through the Account Area;
1.1.19	“Venue Listing Fee” means the fee in pounds sterling for the Venue Listing Services payable in accordance with clause 5;
1.1.20	“Venue Listing Services” means the services offered by us accessed by you via the Login whereby you are provided with access to the Account Area on the Website(s) and through which you can access services including but not limited to advertising your venue on the Website(s), adding and updating details of your venue and events taking place at the venue on the Website(s), viewing details of other venues, creating Clubs and the use of SMS Services where requested by you;
1.1.21	“we” “our” “us” means Inapub Ltd, a Limited company registered in England and Wales under number 07182184, whose registered office is at 2nd Floor, Luther Bouch House, 126 High Street, Uxbridge, Middlesex. UB8 1JT;
1.1.22	“Website(s)” any website operated by us including, without limitation, www.inapub.co.uk;
1.1.23	“you” “your” means the person, company or other organisation who subscribes to the Venue Listing Services and/or completes the Manager Request (as defined in clause 2.3).

2. Subscription and Acceptance

2.1	You must submit your Subscription Request on the Website(s) in order to subscribe to the Venue Listing Services. Completion of the Subscription Request is deemed to be an acceptance by you of these Conditions.
2.2	All compulsory fields in the Subscription Request must be completed by you and you must ensure that the information you provide is complete and accurate. We reserve the right to reject a Subscription Request received from you for any reason.
2.3	Once your Subscription Request has been submitted, you will need to submit a request to manage the Venue Listing (“Manager Request”) and accept these Conditions again which will entitle the individual(s) submitting the Manager Request to have access to the Account Area.
2.4	Once we have received and verified your Manager Request we will activate your account and you will have access to the Venue Listing Services.
2.5	Where you wish to request a change to the Venue Listing manager, please e-mail us at subscriptions@inapub.co.uk. If we deem necessary, you may need to submit a new Manager Request, which will be subject to clause 3.6 and dealt with in accordance with clause 2.4.
2.6	Terms purported to be stipulated by you in any way to us, to the extent that they are inconsistent with these Conditions, will be void.
2.7	Any variation to these Conditions will not be binding unless specifically agreed in writing and signed by both of us. Except as expressly provided in these Conditions, none of our employees or agents has authority to agree any change to these Conditions.

3. Venue Listing Services

3.1	Venue Listings are intended to be factual summaries of the activities of your venue. You acknowledge and agree that your right to edit the Venue Listing is subject to the limitations and our liability set out and the warranties given by you in these Conditions. We are not responsible in any way for any Venue Listing and we will not be liable to you or any other party in respect of a particular Venue Listing. You accept that you are solely responsible for the information in the Venue Listing.
3.2	You will supply us with all Content that we require from you and will supply the Content in the format specified by us. You will ensure that all electronic files have been produced using properly licensed software and are free from Malware.
3.3	You agree that we do not exercise any review or editorial control over the Content of the Venue Listing. Notwithstanding this, we reserve the right to:
3.3.1	delete Content from the Venue Listing and refuse to publish any part of the Venue Listing including without limitation all or part of the Content comprised in any part of the Venue Listing where we consider that the Content does not comply with our Content Policy (which can be found on the Website(s)), is contrary to or infringes the terms of any applicable law, statute, statutory instrument, guidance, codes or other regulations made available by any competent authority, the right of any person or that it may mislead members of the public or that members of the public might find it offensive, prejudicial or inflammatory or that it is likely to subject us to prosecution, criticism or embarrassment; and
3.3.2	modify the Venue Listing for spelling mistakes, modify the Venue Listing to conform with our guidelines or reject the Venue Listing (whether in whole or in part) at our discretion if basic modifications cannot be made.
3.4	It is your responsibility to check the Venue Listing and make necessary changes via the Account Area regarding any mistake or inaccuracy on the Venue Listing. You must notify us of any error which cannot be edited by you immediately as it appears.
3.5	We may investigate your activities, account and any Subscription Request or Manager Request, for fraud or other such invalid activity. You undertake to provide us with reasonable assistance in all such matters.
3.6	To the extent that a Venue Listing is linked to a website designated by you, you grant to us the right to access and index such website, or any portion thereof, by automated means including web ‘spiders’ or ‘crawlers’ and including the right to link to any and all copyright works comprising such website except where technical measures have been employed preventing such access.
3.7	You warrant that you have the right, permission and consent to reproduce and publish all Proprietary Material.
3.8	We reserve the right to delete any Proprietary Material from any Venue Listing where we have reasonable grounds to believe that the owner or controller of such Proprietary Material has withheld or withdrawn permission for your use of the same. In these circumstances, deletion will not be deemed to be a breach of our obligations under the Contract.
3.9	You warrant that, where any Venue Listing contains indications, offers and promotions that are time sensitive including, by way of example and not by way of limitation, prices, those indications, offers and promotions will be presented in a way so as not to mislead the Users.
3.10	You warrant that you will not, and will not permit others to:

4. SMS Services

4.1	When you submit your Manager Request, you will be given the opportunity to purchase a bundle of digital short message service units (SMSs) which will be used to send reminders to Users of any events that will be held at your venue.
4.2	Your purchase of this SMS bundle will be subject to you accepting these Conditions as well as the separate SMS Services Terms and Conditions, which will be viewable on the Website(s) before you make submit your order.

5. Payment

5.1	The Venue Listing Fee is set out on our Website(s) and is subject to change from time to time by us. Such change will be notified by placing a notice on the Website(s). Any increase in the Venue Listing Fee will not apply retrospectively.
5.2	The Venue Listing Fee will be invoiced to you (by post or e-mail) after we have verified your Manager Request and payment of the full invoice must be received by us within 14 days from the date of the invoice.
5.3	All Charges are quoted in pounds sterling (£) and are exclusive of value added tax (VAT) which will be payable by you in addition at the prevailing rate.
5.4	Payment must be made by debit or credit card or such other payment methods accepted by us as detailed on our Website(s).

6. Term

6.1	This agreement will commence on the date your account is activated by us and will continue for an indefinite period of time unless or until terminated in accordance with these Conditions (the “Term”).
6.2	Subscription to the Venue Listing Services will commence on first use of the Login and re-confirmation of your acceptance of these Conditions, and will continue for an initial Subscription Period and subsequent Subscription Periods unless the Subscription is cancelled in accordance with these Conditions.
6.3	On expiry of each Subscription Period during the Term, subject to clause 7.1 below, a further Venue Listing Fee as notified to you by us in a Renewal Notice (as defined in clause 7.2 below) will be automatically debited from the your debit or credit card and upon confirmation of receipt of such further Venue Listing Fee in cleared funds, the Subscription to the Venue Listing Services will automatically renew for a further Subscription Period. This process of automatic renewal of the Subscription to the Venue Listing Services will repeat indefinitely during the Term unless and until you cancel the Subscription in accordance with clause 7.2 below or this agreement is otherwise terminated in accordance with the Conditions.

7. Cancellation

7.1	You may cancel your Subscription at any time prior to first use of your Login and confirmation of your acceptance of these Conditions, by notice in writing to us (which may be by e-mail) quoting your order reference number.
7.2	Within a reasonable time prior to the expiry of each Subscription Period during the Term, we will send you a renewal notice by e-mail (“Renewal Notice”) notifying you that the current Subscription Period is approaching expiry and that the Subscription to the Venue Listing Services will be automatically renewed at the end of the relevant Subscription Period. The Renewal Notice will quote the relevant date of renewal and the amount of the further Venue Listing Fee.
7.3	Notwithstanding clause 7.4, in the event that you wish to cancel your Subscription to the Venue Listing Services, you must send notice in writing to us (which may be by e-mail) requesting cancellation no later than 30 working days prior to the end of the current Subscription Period, upon receipt of which:
7.3.1	we will cancel your Subscription to the Venue Listing Services;
7.3.2	no further Venue Listing Fee or other sums will be debited from your credit or debit card; and
7.3.3	on expiry of the current Subscription Period your Login will be invalidated and this agreement will immediately terminate.
7.4	In the event you cancel your Subscription to the Venue Listing Services during any Subscription Period, you may be entitled to a refund of part of the Venue Listing Fee which will be calculated by dividing the Venue Listing Fee paid by 12 and multiplying this figure by the number of unused calendar months remaining in the Subscription Period. This amount will then be refunded less a fee of £10.00 to cover administration costs in dealing with the refund and cancellation. Where the balance of any refund due is less than or equal to the £10.00 administration fee no refund will fall due.

8. Limitation of Liability

8.1	You agree that the following provisions are reasonable in all circumstances.
8.2	These Conditions set out our entire liability to you and all other liability of us to you is hereby excluded, subject that nothing will exclude or restrict our liability for fraudulent misrepresentation and /or for death or personal injury to the extent that such injury results from our negligence or wilful default or that of our employees, agents or subcontractors.
8.3	You acknowledge that our total liability in respect of loss or damage arising under these Conditions will not exceed the Venue Listing Fee paid by you to us pursuant to your Subscription in relation to the Subscription Period in which the liability arises.
8.4	In no event will we be liable to you for any consequential, special or indirect loss or damage (including without limitation loss or profit, loss of contracts, loss of reputation or otherwise and whether arising from negligence, breach of contract or howsoever) even if we have been advised of the possibility of such damages.
8.5	You acknowledge that we make no warranty and give no representation of any kind in relation to Third Party Data and we accept no responsibility or liability for inaccuracy in or arising out of Third Party Data.
8.6	If we make an error in, or omission of or from a Venue Listing (provided that such error or omission does not arise as a result of a failure by you to comply with your obligations under these Conditions), we will correct this as soon as reasonably practicable upon receipt of written notification and without charge to you.
8.7	Without prejudice to the limitation of liability set out above, we hereby disclaim all liability for and you accept that we will not be liable for:
8.7.1	any technical errors in the loading or posting of the Venue Listing. In the event that a technical error occurs in the loading or posting of the Venue Listing which materially detracts from it, we will use reasonable efforts to re-load or re-post the Venue Listing to rectify the error;
8.7.2	any delays in the provision of the Venue Listing Services, including without limitation uploading or posting or taking down of the Content on the Venue Listing;
8.7.3	Content posted by you on the Venue Listing; and
8.7.4	technical downtime or interruptions to the Website(s) or Venue Listing, or temporary inaccessibility to your Account Area.

9. Warranties

9.1	You undertake and warrant that you will:
9.1.1	use the Account Area and the Website(s) in a responsible manner and in accordance with these Conditions and all internet protocols and standards from time to time applying to the Website(s);
9.1.2	not use your access to the Account Area in a manner not envisaged by these Conditions or in a way which may bring us into disrepute;
9.1.3	when posting or uploading Content onto the Account Area on the Website(s) to ensure such is not incorrect, defamatory, obscene or otherwise illegal or infringing the IPRs of any third party;
9.1.4	you have obtained all third party consent necessary to post any Personal Data which will be viewable on the Venue Listing including but not limited to photos taken at your venue that contain identifiable people;
9.1.5	not use your Account Area for illegal activities, to send unsolicited bulk message or to send threatening or derogatory messages.
9.2	Any breach of these warranties will entitle us at our discretion to suspend your Login without notice.
9.3	Subject to all limitations set out in these Conditions, we warrant that the Website(s) will function reasonable materially in accordance with the representations about the Venue Listing Services on the Website(s). We will have no obligation to provide you with support services in relation to your use of the Website(s).
9.4	All other warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Conditions.

10. Indemnities

10.1

You will fully indemnify us and keep us fully indemnified from and against all loss, damage, liability and legal fees and costs incurred by us arising from any act, neglect or default of you, your employees, agents or otherwise in connection with this agreement or any breach of your warranties set out in clause 9.1.

11. Intellectual Property Rights

11.1	You warrant that you:
11.1.1	are the owner of all IPRs in any Content provided to us; or
11.1.2	you have been and will be at all times during the Term duly authorised to use such IPRs and to allow us to use them on your behalf, aand you grant us a worldwide right to use, free of charge, such IPRs for the purpose of providing the Venue Listing Services including without limitation the right to hold, reproduce, publish, adapt, sub-license, modify, transmit and disclose any Content by any means, and across any media including, without limitation, on websites, mobile services, or any other information, education or entertainment service displaying our Website(s) content, whether such media or service is owned by or operated by us or a third party. Where Content comprises in whole or in part material that has previously been published in other media such as, by way of example and not limitation, printed directories, you warrant that you have all rights, authority, licences and consents necessary to order the reproduction of that material in the Venue Listing.
11.2	We may:
11.2.1	disclose to such persons as we reasonably consider to be the owner of IPRs in Content provided by you, your intention to use such IPRs and you give your irrevocable consent to such disclosure;
11.2.2	ask you to provide us with suitable documentary evidence that will reasonably satisfy us of your entitlement to make use of IPRs, and to permit us to make use of IPRs on your behalf, and you agree to provide such evidence upon request.
11.3	Nothing in these Conditions provides for any transfer or assignment of ownership of any IPRs. We own or have been licensed to use all IPRs in our Website(s) and the Database. All IPRs in Created Material will be owned by us, whether or not the Created Material is derived or developed from material supplied as Content. Ownership of the IPRs in Created Material does not pass to you and you will not be entitled to use Created Material in any form or in any media unless otherwise provided in these Conditions.

12. Data Protection

12.1	You agree to the reasonable processing of Personal Data by us for the purposes of providing the Venue Listing Services and agree to the terms of our Privacy Policy, which can be found on our Website(s).

13. Changes to the Venue Listing Services

13.1	We are committed to the constant improvement of our products and services. Notwithstanding our right to suspend or terminate the Venue Listing Services in accordance with clauses 15 and 16, we may modify our Website(s) or the Venue Listing Services from time to time without prior notice but in so doing we will try not to diminish the value and utility of the Venue Listing Services to any material degree. If we consider, acting reasonably, that such modification is likely to have a serious detrimental effect on your financial position, we will notify you of such modification and you will have the option to:
13.1.1	agree to the modification and continue to receive the Venue Listing Services; or
13.1.2	terminate the Venue Listing Services as a result of which you may be entitled to a refund under clause 7.4.
13.2	We may from time to time amend these Conditions. Save where we are acting because of a legal requirement or a court order, we will publish a notice in advance advising you of any changes. The changes will apply from the date shown in the notice. You agree to visit our Website(s) regularly to find out about any changes. If you do not agree with any legal change to these Conditions you may notify us in writing within fourteen (14) days of the date of the notice being posted on our Website(s) to terminate this agreement, and thereafter, you may be entitled to a refund calculated in accordance with clause 7.4.

14. Restrictions on the Internet and Downtime

14.1	You acknowledge that:
14.1.1	we have no control over the Internet and accordingly access to the Website(s) and the Venue Listing Services may not be error free or uninterrupted;
14.1.2	any material accessible over the Internet, including via the Website(s) may contain computer viruses, worms, Trojan horses, cancelbots, or other harmful and destructive components. We are not liable and will not be liable for any direct, indirect, incidental or other loss or damages that result or may result from your access to or use of the Internet. We strongly recommend that you maintain sufficient and updated anti-virus benefits on any hardware used to access the Account Area and the Website(s) and/or access material on the Website(s).
14.2	You acknowledge that occasional periods of downtime for repair, maintenance and upgrading may be required. We will take all reasonable steps to minimise any periods of interruption or non-availability. You also acknowledge that some occasional technical downtime beyond our control may occur. Such downtime may prevent you from using the Venue Listing Services for the duration of the down time. We and our associated companies will not be liable if your access to the Venue Listing Services via the Website(s) is delayed or prevented by any cause beyond our control including, for the avoidance of doubt, hosting server downtime.

15. Suspension of the Venue Listing Services

15.1	Without prejudice to any other rights we may have, we may suspend the Venue Listing Services in whole or part, and without notice:
15.1.1	for the same reasons that we are allowed to refuse to publish or delete any content in the Venue Listing as given in clause 3.4; and
15.1.2	if you fail to pay the Venue Listing Fee in accordance with clause 5.
15.2	The period during which we may suspend the Venue Listing Services will continue until the circumstances giving rise to our right to suspend ceases to subsist or until this agreement is terminated in accordance with clause 16.

16. Termination

16.1	We may terminate the Venue Listing Services and invalidate your Login at any time on 30 days’ notice in writing to you (which may be by e-mail).
16.2	Without prejudice to any other rights or remedies we may have, we may terminate the Venue Listing Services and invalidate your Login immediately on giving written notice to you in the event that:
16.2.1	you commit a material breach of these Conditions (including non-payment) and, if such a breach is capable of remedy, fail to remedy the breach within 30 days of being notified of the breach;
16.2.2	you enter into insolvency proceedings, including become subject to a winding-up order, an administrator is appointed to manage the affairs of your business and property, you enter into voluntary liquidation or you make any arrangement or composition with your creditors, or a petition of bankruptcy is issued against you;
16.2.3	we suffer from any event or circumstance which is beyond our reasonable control or which we could not reasonably be expected to have taken into account at the date of this agreement, and which results in or causes our failure to perform any or all of our obligations under these Conditions.
16.3	On termination of the Venue Listing Services, your Login will be invalidated and all Content in the Account Area and the Venue Listing will be deleted.
16.4	For the avoidance of doubt, if we are unable to debit the Venue Listing Fee for automatic renewal of your subscription to the Venue Listing Services in accordance with clause 6.3, this agreement will automatically terminate and we will invalidate your Login.

17. Unsolicited Goods and Services Act 1971

17.1

You acknowledge and agree that any Venue Listing or other details relating to you that are stored in a Database or on the Website(s) may constitute an entry in a directory within the meaning of Section 3 of the Unsolicited Goods and Services Act 1971 as amended from time to time by the Regulatory Reform (Unsolicited Goods and Services Act 1971) (Directory Entries and Demands for Payment) Order 2005 and by the Unsolicited Goods and Service Act 1971 (Electronic Commerce) (Amendment) Regulations 2005 or otherwise and that your Subscription Request will be construed as the note of agreement required by the same Section 3.

18. Complaints

18.1	If you have any complaints about the Venue Listing Services you should contact us at [insert e-mail address] in the first instance. We will use our best efforts in good faith to attempt to resolve the issue within the constraints of these Conditions.
18.2	We may receive from time to time complaints from Users about services provided by you including but not limited to events held at your venue. Whilst we will use reasonable endeavours to pass on such complaints to you, we will have no obligation to do so. You accept liability for such complaints and acknowledge that we will have no liability whatsoever for such complaints.

19. Notice

19.1	Any notice required or permitted under these Conditions will be in writing (which may be by e-mail) and will be deemed to have properly given:
19.1.1	48 hours after being posted by first class mail (by airmail if sent internationally) with postage prepaid to the address of your venue or such other address notified by you to us; or
19.1.2	at close of business on the day of effective transmission if sent by e-mail.
19.2	Notice by e-mail will be sent to [insert e-mail address].

20. Nature of the Conditions

20.1	Nothing in these Conditions will establish a relationship of partnership, joint venture or agency between you and us and neither of us will make any representation to the public or any other party suggesting otherwise.

21. Website(s) Terms of Use

21.1	Our Website(s) Terms of Use as set out and accessible via the Website(s) are incorporated into these Conditions and will be binding on you. In the event of any conflict between our Website(s) Terms of Use and these Conditions, the provisions of these Conditions will prevail.

22. General

22.1	We may assign our rights and/or obligations under these Conditions at anytime. Subject to the other provisions of these Conditions, you may not assign your rights or obligations under these Conditions without our prior written consent.
22.2	No provision of these Conditions will be enforceable by the Contracts (Rights of Third Parties) Act 1999 by a person who is not party to it.
22.3	We will not be liable for failure to meet our obligation under these Conditions if we are prevented from or delayed in doing so due to circumstances beyond our reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, strikes, fire, explosion, flood or any other act of nature.
22.4	Failure of either of us to assert our rights in relation to any breach of these Conditions will not constitute a waiver of such rights, nor will any such waiver be implied.
22.5	Each provision of these Conditions will be construed separately and will be severable from these Conditions. If any provision of these Conditions (or portion thereof) is invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of these Conditions will not be affected or impaired.
22.6	We may disclose to third parties any address at which you conduct business and which is known to us, whether or not the same is displayed in Venue Listings. You consent to such disclosure.

23. Governing Law and Jurisdiction

23.1	These Conditions will be interpreted and governed by English Law and the parties submit to the exclusive jurisdiction of the English Courts.