1. Introduction

1.1. These Terms and Conditions (referred to as “Terms” below), as may be amended from time to time, set out your (referred to as “you” or “Venue Manager” below) rights and obligations and those of Partyfind Limited (referred to as “Partyfind”, “us”, “we” or “our” below) in relation to access to and use of our online platform available either through our website www.partyfind.co.uk (referred as “website” or “site” below), mobile application or our Services (defined below) provided either online, by email, by telephone or through any other means (collectively referred as “Platform”).

1.2. By using our Platform you acknowledge and agree that you have read, understood and agreed to the Terms set out below and confirm your agreement to enter into and comply with a legally binding contract with us on these Terms. If you do not agree to any part of these Terms, you have no right to use our Platform.

1.3. Failure to use our Platform in accordance with these Terms may subject you to civil and/or criminal liabilities and/or penalties and/or ban from our Platform.

1.4. You must be at least 18 years old to use our Platform. By accessing or using our Platform, you represent and warrant that you are at least 18 years old.

2. Key Terms

2.1 Agreement – a contract entered into between a Venue Manager and a User through Partyfind Platform on the hire of a Venue, provision of services by that Venue Manager to the User based on the applicable Venue Profile and the terms agreed upon through the applicable Booking Enquiry. The terms Agreement may also be interchangeably referred to as a “Booking” throughout these Terms.

2.2 Booking – an agreement to make a Venue available for a specific use made on any terms agreed between User and Venue Manager following a Booking Enquiry or a Booking Request.

2.3 Booking Enquiry – a message sent to you through our Platform by a User or by a Partyfind Representative on behalf of a User in order to ask for a quote, describe any preferences, ask a question about or show interest in a venue made available for Booking.

2.4 Booking Request – a request to book a Venue sent by a User to a Venue Manager via Partyfind internal messenger from a Venue Profile page or following a Booking Enquiry.

2.5 Content – all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files)

2.6 Event – any use of a Venue for which a Booking is made. An event will be scheduled to take place within 24 months after the later of (i) the date when a relevant Booking had been made and (ii) a status of a relevant Booking Enquiry had been updated to “Accepted” in your Partyfind Account. An event can take place on one date or over several dates immediately following one another.

2.7 Event Date(s) – a date or several dates immediately following one another on which an Event takes place.

2.8 Member – means a person or a legal entity who completes and maintains an account registration on Partyfind Platform (“Membership”). A Member can act in the capacity of either a User or a Venue Manager from time to time.

2.9 Partner means:

a) any entity that directly or indirectly controls, is controlled by or is under a common control together with a Venue; and/or

b) any entity that supplies services to or otherwise co-operates with a Venue in relation to a Venue’s business.

2.10 Payment Method means one of the two methods chosen by the Venue Manager for completing a payment by a User as a consideration for a given Agreement between the parties:

a) Online Payment Method shall mean processing a payment through a third party online Payment Processor defined below; or

b) Invoice Payment Method shall mean a method of payment when a Venue Manager takes a payment for an Agreement from a User and makes a separate payment of Commission to Partyfind.

2.11 Payment Processing means transferring and accepting payments due from Users to Venues through a third-party online payment processor (“Payment Processor”) which is appointed by Partyfind from time to time.

2.12 Platform – our website, mobile application and Services through which Users (defined below) may learn about Venues, transact, communicate and make Bookings with the Venues that have created Profiles and published their services on our Platform for the purposes of making them available for Bookings.

2.13 Profile – web pages describing details of a Venue (defined below) that were made available for Bookings through our Platform. A Venue Manager will create and publish a separate Profile for each Venue.

2.14 Partyfind Account – an account created following registration with our Platform and that allows to create Profiles, publish venues, and receive Booking Enquiries.

2.15 Partyfind Representative – any employee or service provider to Partyfind Limited.

2.16 Total Payment – the total amount (exclusive of VAT) that consists of:

a) the amount agreed to be payable by the User to the Venue under the Agreement. This includes without limitation venue hire, minimum spend, Partyfind Commission and the provision and hire or letting of a goods or services by a Venue Manager to a User on an Event Date(s), which shall include, but not limited to, venue hire, catering, service charge, AV equipment, corkage fee, music, decorations and lights, backdrops,, cleaning fees, setup fees, security, equipment, sound/AV technician, staff, models, photographers, cloakroom attendant, greeter and/or hostesses, event fees, any applicable taxes, cancellation fees, non-refundable deposits for cancelled events and all other ancillary services required for the Event, which are provided or facilitated by the Venue; and.

b) any amount that was not included into the initial Agreement but later becomes payable on, or after, the Event Date(s) as a part of payment for that Event.

If the Venue Manager has failed to provide Partyfind a valid copy of a receipt, bill or invoice or payment confirmation in evidence of the Total Payment due to a Venue from a User within 30 days of the first Event Date(s) then the Total Payment shall be the maximum feasible Total Payment according to the information available to Partyfind. When a Venue Manager has had to give a discount due to failure to provide a service, unsatisfactory service or similar circumstances then this discount shall not affect the Total Payment for the purposes of calculating the Commission.

2.17 User – a person or a legal entity who has submitted required details or completed registration with our Platform for the purposes of finding a Venue, sending Booking Enquiries and making a Booking with a Venue.

2.18 Venue – means one or a group of event spaces which is managed, run, controlled or owned by a Venue Manager or which a Venue Manager may provide for usage or exploitation in return for compensation. A Venue may comprise one or several Rooms that a Venue Manager has made available for Bookings through Partyfind Platform.

2.19 Venue Manager – any person, entity, organisation or body, sub-lessor or a duly authorised representative who is in a lawful control of and has a legal right to make available for Bookings a Venue or any of its Rooms to a User for an Event. A Venue Manager shall include, without limitation, any natural person, incorporated or unincorporated organisations, whether having a separate legal personality or not. For the purposes of these Terms, Venue Manager shall also mean a person in charge of Partyfind Account.

2.20 Your Content – Content that you submit to our Platform for storage or publication on, processing by, or transmission via our Platform.

3. Scope of Our Services and Bookings

3.1 Partyfind provides an online Platform that introduces Users who wish to learn about Venues and make Bookings with the Venues that have created Profiles and published their services on our Platform for the purposes of making them available for Bookings (referred to as “Services”). Partyfind Platform allows Users and Venues to connect, communicate and transact directly with each other via Booking Enquiries. Partyfind may provide Services either online, by email, by telephone or through any other means.

3.2 Users make Bookings and transact directly with Venues. Partyfind acts only as an intermediary to help advertise Venues, to refer Users to Venues and to increase your traffic. Any contract, arrangement or agreement is between you and a User. Partyfind is not a party to nor liable under any contract, arrangement or agreement entered into between Venue Manager and User, nor is Partyfind a contracting agent, affiliate or insurer. Venue Manager is solely responsible for the quality and integrity of the services and Venue it provides or does not provide to a User.

3.3 Through our Platform, a User can view details, learn about Venues, send you Booking Enquiries which you agree to receive as well as make Online Payments for the Bookings.

3.4 Users can find Venues by browsing Venues that registered with us and published their Profiles. Alternatively, a User may fill in the “Help me with venues” form or contact us by any other means, so that a Partyfind Representative will select or suggest a suitable Venue for a User. In doing so, Partyfind Representative will take into account User’s preferences and requirements. Consequently, a User may send you a Booking Enquiry or, if requested by User, a Partyfind Representative can send you a Booking Enquiry on User’s behalf which you agree to receive.

3.5 You agree that you will respond to Booking Enquiries from Users or Partyfind Representatives either by replying to or rejecting Booking Enquiries. All Booking Enquiries will be visible and accessible to you when you log in to your Partyfind account. When responding to any Booking Enquiry you undertake to do so promptly and accurately. Errors in responding to Booking Enquiries will be treated to be in favour of a User.

3.6 Each Booking Enquiry sent to you will have either:

a) “New” status if you have not responded to a Booking Enquiry yet;

b) “In progress” status if you have responded by either answering questions, by providing further details or a quote or engaged into conversation about or negotiation of a potential Booking of any of your Venues;

c) “Requires Finalising” is an automatically marked status for a Booking Enquiry that has previously been “In Progress”, but there was no communication between you and a User for more than 17 calendar days (“Inactive Enquiry”) and a Booking Enquiry with an Event Date that has already passed. You will receive reminders generated by the Platform to update the status of the Booking Enquiry to “Still In Progress” or otherwise as is appropriate;

d) “Booking confirmed” status if you have agreed with a User to proceed to a Booking or the event for which a Booking was made has taken place; or

e) “Unsuccessful” status if you or the User rejected a Booking Enquiry.

3.7 Once you reply to a Booking Enquiry, a User will receive your contact details that you have made available to us and that are necessary for getting in touch with you in order to negotiate any terms of or making a Booking. A User will then at his or her own discretion contact you with an offer to make a Booking, which you can accept or reject. If you decide to accept and proceed to a Booking or the event has already taken place, you must update the status of a relevant Booking Enquiry to “Booking confirmed” in your Partyfind account.

3.8 You are responsible for updating the status of each Booking Enquiry under your account and you will act in good faith in ensuring that the status of each Booking Enquiry you received accurately reflects the current state of affairs.

3.9 If a Venue Manager does not update a Booking Enquiry, it shall automatically expire within 72 hours of receiving it.

3.10 If a User requests a Booking, a Venue Manager that opted into Online Payment Method shall receive an email notification with Booking details and an anticipated and estimated Payout. Once a Booking Request is sent, the User is charged in full via Payment Solution by placing an authorisation hold on the User’s card and the Payout will be processed according to Clause 4.14 of these Terms. A Venue Manager is given 2 business days from the time the Booking Request is received to either accept the Booking Request (“Confirmed Booking”), reply with a counter-offer or reject the Booking Request. If a Venue Manager does not respond to a Booking Request within 2 business days of receiving it, the Booking Request shall expire. If a Venue Manager rejects a Booking Request, the authorisation held on the User’s card is released.

3.11 Partyfind Representative has a right to contact you about Booking Enquiries you received and you agree and undertake to provide accurate and truthful information.

3.12 All communications concerning Venue Bookings and otherwise using the Partyfind Platform must take place via Partyfind Platform’s internal messenger. Members are not allowed to exchange personal, contact or other information alike as well as to communicate with one another other than via the Platform’s internal messenger. If any communication, information, data, details were exchanged between Members (whether transmitted in written, oral, electronic, graphic or in any other tangible form, including but not limited to text messages, instant messages, emails, phone calls, fax, mail, data transfer, any exchange of documents, online or in-person meetings) and/or any transaction was made between Members in breach of this requirement, this will constitute a material breach of these Terms allowing Partyfind to exercise rights set out in Clause 5.6 in relation to Users and Venues and the Cancellation Policy shall not apply.

3.13 Partyfind Representative has a right to contact you, if deems needed, to obtain necessary details about you or any of your published services as well as to ask for your suggestions, ideas, comments and feedback (“Feedback”) regarding any aspect of our Platforms, Services and your experience using them for the purposes of providing quality Service as well as improving, developing and modifying our Platform and Services. You acknowledge and agree that:

a) Partyfind shall bear no confidentiality obligations in relation to such Feedback;

b) Your right to disclose such Feedback to Partyfind does not infringe any other of your rights or obligations as well as those of third parties;

c) The Feedback does not constitute your or any third parties’ confidential or proprietary information;

d) You assign any Feedback to Partyfind (including our assignees and successors) to freely use, reproduce, advertise, license, share, publish or profit from Feedback without compensating or crediting you or the individual providing such Feedback.

3.14 Partyfind may contact a User at any time after you have replied to a Booking Enquiry to ask about the status of a Booking Enquiry or a Booking made through our Platform.

3.15 Partyfind provides an opportunity to and may invite Users and their Event attendees to leave a review and rating of a Venue following a Booking through our Platform. Such reviews and ratings will not be altered by Partyfind and will be published on our website as it was submitted to us once a Partyfind Representative has checked it for obscenities.

4. Service Fees and Payments

4.1 In consideration for the use of our Platform to advertise your Venue and for all Bookings where payment is due to you from a User as a result of a Booking Enquiry, we will only charge you a flat non-refundable commission (referred as “Commission” and “Partyfind Commission”) .

4.2 Partyfind does not charge you subscription or listing fees.

4.3 Partyfind does not charge Users.

4.4 Commission will be calculated based on the Total Payment due to you from a User, excluding VAT in the United Kingdom.

4.5 VAT, GST, PST, Sales Tax, whichever is applicable in a given country, will be added to all commission invoices.

4.6 You will not charge Users for the Commission you owe or would owe us for the Bookings made through our Platform.

4.7 You must at all times quote a price on the Platform which is accurate and matches the best available rate offered to the general public at the Venue or on the Venue’s own website. If a User or a Partyfind representative provides evidence of a lower price or better deal directly quoted by you or available to the general public at the Venue or on the Venue’s own website for the same Venue or Service booked through the Platform, on the same booking terms, you agree to match the lower price and to refund the User the difference between the price quoted through the Platform and the lower price within 28 days.

4.8 Our right to a Commission arises at the point when a Booking Enquiry or a Booking Request without a prior Booking Enquiry is made. For the purposes of this Section 4, this point in time shall be deemed to have occurred at the earlier of:

a) when a User has first attempted to make a contact with you or has first sent a message to you through our Platform in relation to any of your Venues;

b) when a Partyfind Representative first attempts to get in touch with you on behalf of a User whether by message, email, telephone or by any other means;

c) when a Partyfind Representative first suggests any of your Venues to a User whether through an email, message, chat, telephone or through any other means;

d) when a Venue Manager in response to a Booking Enquiry first suggests or recommends another Venue or its Partner to a User, whether such suggestion, recommendation or referral is done through a message, email, telephone, in person or by any other means; or

e) when a Booking Enquiry had its status changed to “Booking confirmed”.

4.9 Commission is not payable when:

4.9.1. A Venue Manager can provide a written proof that 30 or more calendar days before:

a) the making of a Booking Enquiry or a Booking Request without a prior Booking Enquiry through Partyfind Platform or

b) a Venue being selected for or suggested to a User by a Partyfind Representative for a particular Booking, a User had contacted or started negotiating with the Venue with regards to that same Booking to which his Booking Enquiry or Booking Request on Partyfind Platform relates and the Venue Manager had responded to the User. 4.9.2. A Booking was cancelled by a User according to the Section 6 of these Terms and a full refund is payable to a User.

4.10 Where the Invoice Payment Method is selected by a Venue, the following terms shall apply:

4.10.1. Partyfind will invoice a Venue Manager for a Booking or a Booking Enquiry with “Booking confirmed” status within 7 days after the date for which a Booking was made. We require a valid copy of a receipt, bill or invoice or payment confirmation in evidence of the total amount due to you from a User.

4.10.2 Venue Manager undertakes to make a payment in full within 28 days after an invoice was received.

4.10.3 Instructions as to how to make your payment of Commission will be specified in the invoice for a given Booking.

4.10.4 A failure to pay an invoice within 14 days of the due date may result in your account being suspended and your credit history being affected.

4.10.5 In the event we reasonably incur any costs such as tracing or debt collection agency costs or seek legal advice or take legal proceedings to enforce our rights as a result of your breach of these Terms, including but not limited to recovery of any sums due, you will reimburse us such reasonable expenses, agency costs or legal costs incurred on an indemnity basis.

4.10.6 Without prejudice to Section 4.10.4, in the event of a late payment Partyfind may without notice exercise our rights under the Late Payment of Commercial Debts (Interest) Act 1998 and charge interest at 8% above the Bank of England base rate that is applicable to business to business transactions. In addition to interest on late payments, Partyfind reserves the right to claim debt recovery costs on late payments as specified in Section 5A of the Late Payment of Commercial Debts (Interest) Act 1998. A new invoice will be issued for all Additional Charges.

4.11 Your obligation to pay us the Commission will not be subject to a User making a payment to you for a given Booking made through our Platform.

4.12 For avoidance of doubt, a Commission is due and payable in the following events of Booking cancellations:

a) If a Booking was cancelled by a User, including an event described in Clause 6.9 of these Terms, and a User is not eligible for a refund;

b) If a Booking was cancelled by a User subject to Section 6 of these Terms and a partial refund is due to a User,

c) Where a non-refundable deposit was paid and a Venue Manager retained it following a cancellation, that deposit is subject to a Commission and Clauses 4.4 and 4.5 will apply;

d) If a Booking was cancelled by a Venue.

4.13 All rights and obligations in respect of payment of any commission are binding on both you and ourselves as well as your and our assignees and successors.

4.14 Where the Online Payment Method is selected by a Venue, the following terms shall apply:

4.14.1 Payment Processing is currently provided by credit and debit card payments to Venues. Whenever a payment is processed by cards, the terms and conditions of Payment Services Agreement and Connected Account Agreement as well as other applicable Terms and Policies shall apply as may be amended by Partyfind from time to time. Your use of Payment Processing is subject to your compliance with all the applicable terms and conditions and you will be required to set up a Connect Account and to complete a required verification process.

4.14.2 Use of Payment Processing and Online Payment Method requires a Venue Manager to provide current, accurate and complete information about a Venue and its business and you authorise Partyfind to share this data to the Payment Processor. Partyfind does not collect, store or retain any bank account, debit or credit card or payment details. Partyfind shall not be responsible or liable for the acts of the Payment Processor. All personal information provided to Payment solution will be treated in accordance with the Privacy Policy, which you should read carefully. Partyfind does not control nor is responsible for how your personal information is treated by the Payment solution.

4.14.3 Partyfind shall cover the service fees (“Payment Processing Fees”).

4.14.4 Each Member appoints Partyfind to act as their limited payment collection agent solely for the limited purpose of collecting and processing the payment for the Booking. Without prejudice to the above in this clause, Partyfind shall not assume a responsibility for any acts of omissions of a Venue.

4.14.5 Each Member acknowledges and agrees that, notwithstanding that Partyfind is not a party to the Agreement and does not act as an agent for any Member, we act as a Venue’s payment collection agent for a sole limited purpose of accepting payments from a User on behalf of a Venue. Once a User makes a payment to Partyfind through the Payment Processor, a User’s payment obligation to a Venue Manager for the agreed amount is deemed to be discharged and Partyfind becomes the responsible party for transferring the funds to a Venue Manager (referred to as “Payout” below) subject to the deduction of Partyfind Commission in accordance to these Terms and Venue’s claim shall only stand against Partyfind.

4.14.6 You agree that payment made through Online Payment Method by a User shall be considered the same as payment made directly to you. A Venue Manager will provide the services to a User as per the Agreement between Members as if a Venue Manager has received the payment directly from a User.

4.14.7 You agree that Partyfind may refund a User in accordance with these Terms and you acknowledge that our obligation to make a Payout of funds to you :

a) is subject to and conditional upon successful receipt of the relevant payment from a User as consideration for a given Agreement; and

b) shall only stand for the amounts that have been actually received by Partyfind from a User in accordance with these Terms.

4.14.8 A User is charged once a Booking is confirmed and the funds in respect of that Agreement are deposited to the Partyfind Payment Solution Account where they are held on trust for and on behalf of the Venue. Partyfind will use our reasonable endeavours to initiate a Payout to a Venue Manager within 3 to 7 working days after the Event end time subject to the agreed terms of the Booking and the service provided by the Venue. Partyfind or a Payment Processor on Partyfind’s behalf as the case may be shall deduct the Partyfind Commission from the total amount paid for the Booking before making a Payout of a balance to the Venue.

4.14.9 If there are any additional charges for extending the length of the Booking or other charges associated with exceeding the agreed usage of the Booking by a User (“Additional Charges”), a Venue Manager must report these to Partyfind within 72 hours after the Booking end time. Once it is done, a User will have 48 hours to review and confirm Additional Charges through their Partyfind account. A Payout will then be initiated automatically to your bank account. Depending on when Additional Charges were reported, a Payout may be made separately.

4.14.10 A Payout can be withheld if a dispute is initiated between a User and a Venue Manager or otherwise permitted by these Terms. Payouts of Additional Charges for overtime or damages, or resulting from a dispute shall be paid within a reasonable time after a dispute is settled. Timing of a payout may be changed if a Booking is updated, cancelled or rescheduled. The time it takes for a Payout to reach a Venue’s account with the Payment Processor is contingent on several factors:

a) a Venue Manager providing accurate bank account details,

b) the banking provider used by the Venue Manager and

c) User’s method of payment.

5. Publishing Venues

5.1 You are alone responsible for providing and maintaining true, accurate, current, complete and non-misleading details about Venue, such as a valid address, prices, capacity, facilities, availability, photos, type of the events your particular venue may hold and any other Content you post. Users will be sending you Booking Enquiries based on the information you provided, so we strongly advise you to promptly update your details if any changes take place.

5.2 Where and if necessary make your Profile complete and searchable on our Platform, Partyfind may at its sole discretion produce Content for Venues  using photos and information available publicly. You will be responsible for reviewing such Content and ensuring it is true, accurate, current, complete and non-misleading.

5.3 You understand and agree that prices that you indicate, quote or communicate through our Platform:

a) must not be higher than any prices you display, market, quote or communicate to your potential clients elsewhere in respect of the same Venue or service;

b) must not be higher than any prices you communicate or quote to a User in respect of the same Venue or service; and

c) must be inclusive of any Commission payable to us.

5.4 When you publish your Venue and Profile or use our Services on behalf of a company or any other legal entity, you represent and warrant that you are authorized by that company or other legal entity to do so.

5.5 You are alone responsible for:

a) services you or your business partners render or products you or your business partners offer;

b) safety measures at your Venue;

c) ensuring that your Venue booked through our Platform are of satisfactory quality or are reasonably suitable for the intended purpose;

d) your own acts and omissions and acts or omissions of individuals working for or are otherwise present at Venue at your request;

e) compliance with any applicable laws, rules and regulations;

f) compliance with any agreements you entered into with any third parties;

g) all activities that you conduct with the assistance of our Services.

5.6 Without prejudice to Section 14, in the event of a breach of any terms set out in Section 5 or Clause 3.12, Partyfind reserves a right to suspend or delete your Partyfind Account, restrict or block your access to our Platform and Services and to remove your Venue Profiles and your Content.

6. Booking Cancellation Policy

6.1 For each of their Venues listed on Partyfind Platform, Venues may select one of the following cancellation policies that will apply in the event a User cancels a confirmed Booking made through our Platform:

6.1.1 “Very Flexible” Booking cancellation policy means:

a) Full refund (including all Fees) will be issued to a User if a cancellation is submitted at least 24 hours prior to the date and time of the Event;

b) No refund will be issued to a User if a cancellation is submitted less than 24 hours prior to the date and time of the Event.

6.1.2 “Flexible” Booking cancellation policy means:

a) Full refund (including all Fees) will be issued to a User if a cancellation is submitted at least 7 full days prior to the date of the Event;

b) 50% of a total amount paid to the Venue Manager (excluding the Payment Solution service fees) will be refunded to a User if a cancellation is submitted less than 7 full days but at least 24 hours prior to the date and time of the Event;

c) No refund will be issued to a User if cancellation is submitted less than 24 hours prior to the date and time of the Event.

6.1.3 “Standard 30 Day” Booking cancellation policy means:

a) Full refund will be issued to a User if a cancellation is submitted at least 30 full days prior to the date of the Event;

b) 50% of a total amount paid to the Venue Manager (excluding the Payment Solution service fees) will be refunded to a User if a cancellation is submitted less than 30 full days but at least 7 full days prior to the date of the Event;

c) No refund will be issued to a User if cancellation is submitted less than 7 full days prior to the date of the Event.

6.1.4 “Standard 60 Day” Booking cancellation policy means:

a) Full refund will be issued to a User if a cancellation is submitted at least 60 full days prior to the date of the Event;

b) 50% of a total amount paid to the Venue Manager (excluding the Payment Solution service fees) will be refunded to a User if a cancellation is submitted less than 60 full days but at least 30 full days prior to the date of the Event;

c) No refund will be issued to a User if cancellation is submitted less than 30 full days prior to the date of the Event.

6.1.5 “Custom” Booking cancellation policy means that a Venue Manager may set up its own cancellation policy and select an appropriate number of days and refund percentage value. This cancellation policy is not available to Venues that opted in to receive payments via Payment Solution.

6.2 All cancellation periods are calculated based upon local time for the Venue.

6.3 If a User has signed an agreement with a Venue Manager for a Booking on customised terms and a User cancels that Booking, then in case of conflict the cancellation policy terms in that agreement will prevail.

6.4 For multi-day and nonconsecutive-day Events, the deadline for cancellation set forth in the applicable cancellation policy shall apply to Event start time for each day in which the Venue is booked. Where a User cancels a portion of a multi-day Booking, the fees and refunds will only apply to the specific dates canceled.

6.5 For the purposes of this Section 6 of these Terms, a valid cancellation request shall constitute a User contacting a Venue Manager through the Partyfind Platform as a follow-up message to the Booking Enquiry. A Booking is considered to be canceled once Partyfind sends a cancellation confirmation to the User if Online Payment Method is selected or once a Venue Manager sends a confirmation to the User if Invoice Payment Method is selected.

6.6 If a Venue Manager that selected Online Payments Method has received a cancellation request from a User and whether a full or partial refund is due to a User, that Venue Manager must contact Partyfind providing the Booking and its cancellation details. The refunds to Users from that point shall be handled by Partyfind according to the Venue’s cancellation policy selected at the time of the Booking.

6.7 Any taxes Partyfind collected in relation to those amounts that are to be refunded to the User shall also be refunded and the non-refundable part of canceled Booking shall remain taxable.

6.8 If a Venue Manager changes its Booking cancellation policy, it shall not have a retrospective effect on any of its past Bookings. Each Booking will be canceled according to the Booking cancellation policy selected by the Venue at the time that Booking was made.

6.9 Users who do not show up to the Event or fail to cancel a Booking will not be eligible to receive a refund.

6.10 For avoidance of doubt, when no refund is payable to the User following a cancellation, including the event described in Clause 6.9, a Commission to Partyfind is still payable according to the terms set out in Section 4.

6.11 All Bookings are subject to a grace period of 24 hours after a Booking confirmation was received, provided that a cancellation is made at least 48 hours prior to the date and time of the Event.

6.12 If a Venue Manager cancels a confirmed Booking for any reason, Partyfind reserves a right in our sole discretion, to fully refund the User and suspend the Venue’s Account on the Partyfind platform disabling an option for it to receive any new Booking Enquiries.

6.13 Without prejudice to the Clause 6.12, a Venue that has been awarded a “Super Venue” status and badge according to the Super Venue Terms, shall have its status suspended for 30 days after a Confirmed Booking was cancelled by that Venue. 6.14 Venues may allow Users to reschedule a Booking for free and postpone the Event for up to 12 months period provided:

a) A duration of a rescheduled Booking has no material difference to the duration of the original Booking, pursuant to an approval from Venue; and

b) Any rescheduled Booking must be confirmed between the parties prior to the date and time of the original Event In which case this will not be considered as a cancellation and any deposit or prepayment shall not be affected and shall be applied towards a rescheduled Event.

7. Your Content: licence

7.1 Partyfind does not claim ownership of your Content. However, you grant to us a worldwide, irrevocable, non-exclusive, perpetual, royalty-free licence to:

a) use, reproduce, store, adapt, publish, translate and distribute your Content in any existing or future media;

b) reproduce, store and publish your Content on and in relation to this Platform and any successor Platform;

c) reproduce, store and, with your specific consent, publish your Content on and in relation to this website;

d) manage, edit, adapt, and improve your Content you created on our Platform;

e) use your Content that you provided to us or that you made publicly available for our own marketing, advertising and commercial purposes.

7.2 You grant to us the right to sub-license the rights licensed under Section 76.1.

7.3 You grant to us the right to bring an action for infringement of the rights licensed under Section 76.2.

7.4 Partyfind may offer an option of having our professional photographers take photos of Venue. These photos (“Partyfind Photos”) will be provided to you for the purposes of publishing them on your Partyfind Profile. You are solely responsible for ensuring that your Venue Profile is represented correctly and truthfully on these Partyfind Photos.

7.5 Partyfind Photos is exclusive property and Content of Partyfind and without further notice or payment may be used by Partyfind for marketing, advertising or other business purposes in any existing or future media or platform in relation to your Partyfind Profile or otherwise.

7.6 Partyfind Photos cannot be used by a Venue Manager for its own marketing or advertising purposes, unless expressly agreed with Partyfind in writing.

7.7 You hereby waive all your moral rights in your Content to the maximum extent permitted by applicable law; and you warrant and represent that all other moral rights in your Content have been waived to the maximum extent permitted by applicable law.

7.8 Without prejudice to our other rights under these Terms, if you breach any provision of these Terms in any way, or if we reasonably suspect that you have breached these Terms in any way, we may delete, unpublish or edit any or all of your Content.

8. Your Content: rules

8.1 You warrant and represent that your Content will comply with Terms.

8.2 Your Content must not be illegal or unlawful, must not infringe any person’s legal rights or any other terms and conditions, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

8.3 Your Content, and the use of your Content by us in accordance with these Terms, must not:

a) be libellous or maliciously false;

b) be obscene or indecent;

c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;

d) infringe any right of confidence, right of privacy or right under data protection legislation;

e) constitute negligent advice or contain any negligent statement;

f) constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;

g) be in contempt of any court, or in breach of any court order;

h) be in breach of racial or religious hatred or discrimination legislation;

i) be blasphemous;

j) be in breach of official secrets legislation;

k) be in breach of any contractual or confidentiality obligation owed to any person;

l) depict violence, in an explicit, graphic or gratuitous manner;

m) be pornographic, lewd, suggestive or sexually explicit;

n) be untrue, false, inaccurate or misleading;

o) consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;

p) constitute spam;

q) be offensive, defaming, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, embarrassing, discriminatory or inflammatory;

r) cause annoyance, inconvenience or needless anxiety to any person; or

s) be provided with an intention to impersonate any other person, misrepresent your identity or your affiliation with any person or to give a false impression that your Content comes from another person.

8.4 Partyfind has no obligation to search for, scan, check, review, modify or remove any Content that breaches the letter or spirit of the Terms. However, if Partyfind finds such Content in breach of these Terms or law, we may modify or remove such Content.

9. Licence to use website

9.1 You may:

a) view pages from our website in a web browser;

b) download pages from our website for caching in a web browser;

c) print pages from our website;

d) stream audio and video files from our website; and

e) use our website services by means of a web browser, subject to the other provisions of these Terms.

9.2 Except as expressly permitted by Section 89.1 or the other provisions of these Terms, you must not download any material from our website or save any such material to your computer.

9.3 You may only use our Platform for your own personal and business purposes, and you must not use our Platform for any other purposes.

9.4 Unless you own or control the relevant rights in the material, you must not:

a) republish material from our website (including republication on another website);

b) sell, rent or sub-license material from our website;

c) reproduce, duplicate, copy or otherwise exploit material from our website for a commercial purpose; or

d) redistribute material from our website.

9.5 Notwithstanding Section 9.4, you may redistribute our newsletter in print and electronic form to any person.

9.6 We reserve the right to restrict access to areas of our website, or indeed our whole Platform, at our discretion; you must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our Platform.

9.7 Partyfind reserves a right, in our sole discretion, at any time

a) to rectify any errors or oversights in any portion of our Platform;

b) to make any changes or improvements to our Platform’s features, components, Content and functionality;

c) edit or delete any document or Content on our Platform;

d) discontinue certain features of the Platform. Partyfind team understands that such changes may affect Users or Venues and tries to minimise the disruption. Nevertheless, Partyfind is not responsible if any specific changes made to the Platform adversely affect how Venues or Users use them.

10. Acceptable use

10.1 You must not:

a) use our website in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability or accessibility of the website;

b) use our Platform in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

c) use our website or mobile application to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;

d) conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent;

e) access or otherwise interact with our website using any robot, spider or other automated means;

f) violate the directives set out in the robots.txt file for our website; or

g) use data collected from our website or mobile application for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing).

10.2 You must not use data collected from our website to contact individuals, companies or other persons or entities.

10.3 You must ensure that all the information you supply to us through our Platform, or in relation to our website, is true, accurate, current, complete and non-misleading.

11. Application

11.1 Subject to these Terms, Partyfind grants Venues and Users a non-exclusive, non-transferable, revocable license to download and use our application, in object code form only, on compatible mobile devices, solely to support Venue’s and User’s permitted use of our Platform and Services. All relevant terms and conditions and any usage rules set out by the app store you download our mobile application from will apply.

12. Limited warranties

12.1. Although we will do our best to preserve safety and smooth functioning of our Platform, we do not guarantee, warrant or represent:

a) the accuracy, completeness or timeliness of the information published and made available through on our website, application or Services;

b) that the website, application or any our Service will remain available;

c) that access to or operation of our Platform will be free from interruption or interference;

d) that our Platform will be free from errors, viruses or any other harmful components, or that such defects will be fixed.

12.2 Reviews, comments, Venue description and any other information or material posted through our Platform is not intended as advice and should not be relied upon. Partyfind cannot and does not guarantee and is not responsible for truthfulness or accuracy of the Content the Venues or Users submit to our Platform or provide to us. Partyfind excludes all responsibility and liability related to any Venue or Member. Content to the maximum extent allowed by applicable law. All Bookings will be made and any content will be used at your own risk.

12.3 We reserve the right to discontinue or alter any or all of our Services, and to stop publishing our website or our mobile application, at any time in our sole discretion without notice or explanation; and save to the extent that these Terms expressly provide otherwise, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any our Services, or if we stop publishing the website our mobile application.

12.4 To the maximum extent permitted by applicable law, we exclude all representations, warranties, terms and conditions, express or implied, in relation to the subject matter of these Terms, our Platform and the use of our Platform.

12.5 Each of us acknowledges that in entering into a contract under these Terms, neither you nor Partyfind will rely on any representation, statement, assurance or warranty (“Representation”) of any person, unless such Representation is expressly laid out in these Terms. The only rights and remedies available to us arising out of or in connection with a Representation shall be for breach of contract the terms of which are provided in these Terms and Conditions.

13. Limitations and exclusions of liability

13.1 Partyfind will not be responsible or liable for any damage or losses which you sustain as a result of any Booking Enquiry made through our Platform or a Booking made following a Booking Enquiry including without limitation any business interruption, loss of business, income, revenue, profits, contracts, commercial opportunities, anticipated savings or any other benefit, data, information, office time or waste of resources however arising and whether foreseeable or not and whether caused by tort (including negligence), breach of contract, legal action or otherwise.

13.2 Neither Partyfind nor our affiliates, parents, subsidiaries, directors, employees, officers or agents shall be liable, including without limitation, for:

a) any business losses, including (without limitation) business interruption, loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities, goodwill or any other benefit, reputation, claim, office time or waste of resources;

b) any loss or corruption of any data, database or software;

c) any damage to your device which is used to access or use our Platform;

d) costs of substitute products or services;

e) any special, indirect, incidental, exemplary, consequential or punitive loss or damage;

f) service interruption or system failure;

g) damage to property, personal injury or bodily injury, death or emotional distress.

Whether foreseeable or not, whether Partyfind has informed about the possibility of such damage or not, whether caused by tort (including negligence), breach of contract, legal action or otherwise, arising directly or indirectly out of or in connection with, without limitation:

a) these Terms; or

b) access or use or inability to access or use or a delay of our website, mobile application, Services or Content; or

c) any communication or interactions with Users or Venues registered with us or other persons with whom you communicate or interact as a result of your use of our Platform; or

d) creating or publishing your Profile, or sending, receiving and responding to Booking Enquiries, or making Bookings through our Platform; or

e) any interruptions in our Platform or Services; or

f) viruses or any other harmful components picked up by accessing or using our website or mobile application or any site, application, tools or services that are linked to our website or mobile application; or

g) any defects, errors, inaccuracies, hitches, malfunctions of any kind in our website, mobile application, content, or graphics; or

h) any inaccuracy in information or content made available through our Platform; or

i) suspension, termination, ban or other action taken with respect to your Partyfind account; or

j) duration or appearance of your Profile in the search results; or

k) your need to revise, adjust, amend or update your content, policies, business standards or conduct or your inability to do business as a result of any amendments made to these Terms or our policies, subject to Section 20.

13.3 You are fully responsible for any relationship with a User after you replied to a Booking Enquiry, including but not limited to making or changing a Booking, Booking cancellations, any claims, refunds, compensation or reimbursement.

13.4 As Partyfind is not a party to a contract between you and a User, all claims a User may have in case he or she is not satisfied with a booked Venue or your service, whether in whole or in part, will be made against you.

13.5 Partyfind has no control over any conduct of Users and disclaims all liability in this regard to the maximum extent permitted by applicable law.

13.6 Partyfind cannot and does not guarantee and is not responsible for truthfulness or accuracy of the Users’ identities or the Content Users submit to our Platform or provide to us.

13.7 Partyfind does not check, monitor or control creditworthiness of Users.

13.8 Partyfind is not responsible for mediation or the enforcement of any obligations arising from a contract between you and User.

13.9 Any review that a User posts on our website is a subjective opinion of a relevant individual only. Although we will use reasonable endeavours to monitor the Content of these reviews, neither Partyfind nor our affiliates, parent, subsidiaries, directors, employees, officers or agents shall be responsible for content, objectivity, reliability or the truthfulness of such reviews. If you have any concerns regarding the content of any review, please contact us using details provided in Section 276.

13.10 Nothing in these Terms will:

a) limit or exclude any liability for death or personal injury resulting from negligence;

b) limit or exclude any liability for fraud or fraudulent misrepresentation;

c) limit any liabilities in any way that is not permitted under applicable law; or

d) exclude any liabilities that may not be excluded under applicable law.

13.11 The limitations and exclusions of liability set out in this Section 132 and elsewhere in these Terms:

a) are subject to Section 132.10; and

b) govern all liabilities arising under these Terms or relating to the subject matter of these Terms, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.

13.12 You accept that we have an interest in limiting the personal liability of our employees, officers and directors and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our employees, officers and directors in respect of any losses you suffer in connection with the Platform or these Terms (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

14. Breaches of these Terms and Conditions

14.1 Without prejudice to our other rights under these Terms, if you breach these Terms in any way, or if we reasonably suspect that you have breached these Terms in any way, we may:

a) send you one or more formal warnings;

b) temporarily suspend your access to our Platform;

c) permanently prohibit you from accessing our Platform;

d) block computers using your IP address from accessing our website;

e) using your account, block your access and use of our application;

f) contact any or all your internet service providers and request that they block your access to our Platform;

g) commence legal action against you, whether for breach of contract or otherwise; and/or

h) suspend or delete your account on our Platform.

14.2 Where we suspend or prohibit or block your access to our website or a part of our website, mobile application or Services, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).

15. Additional Services

15.1 In addition to our Services described in Section 3 of these Terms, Partyfind may in its absolute discretion offer a range of Additional Services to Venues for which a fee is payable as per individually issued invoices. The following Additional Services include:

a) Photography Services to create “Partyfind Photos” to which Sections 76.4, 76.5 and 76.6 apply;

b) Additional Marketing Services to market and promote Venue(s) to Users through, without limitation to the foregoing, direct marketing, social media channels, newsletters, emails and notifications, positioning your Profile(s) on our Website pages so as to make them easily noticeable for Users and other marketing methods;

c) Expert advice on creating Content and Profiles to help make your Venue(s) look inviting to Users, on how to get the most of using our Platform and Services for the purposes of getting more Booking Enquiries and Bookings and/or positive reviews from Users; d) Any other additional services agreed between you and Partyfind that go outside the scope of Section 3.

15.2 Additional Services shall be governed by these Terms or any additional provisions as may be published on our website or communicated through a Partyfind Representative, in each case as may be varied from time to time.

15.3 Venue undertakes to make a payment in full for Additional Services within 28 days after a relevant invoice was issued. All payments are to be made in full without any set-off, counterclaim, netting, deduction or withholding. For avoidance of doubt, any Bookings made during the period when your Venue(s) are being marketed shall be commissionable separately in accordance with Section 4.

15.4 Additional Marketing Services may include but not limited to any of the following: advice or consultation with a Partyfind Representative on creating Content and Profiles that are inviting to Users; photography packages; promotion; positioning your Profile(s) on our website pages so as to make them easily noticeable for Users; direct marketing on your behalf by Partyfind Representative; social media marketing and campaigns; newsletters; content marketing; conversion rate optimisation; search engine optimisation; website analytics; newsletters and mailshots; creation and distribution of marketing literature or social media posts; email marketing; live events; print media; consultation on pay per click marketing campaigns and the organisation of promotional events specific to a Venue.

15.5 You hereby agree that when providing Additional Marketing Services, Partyfind may from time to time promote your Venue(s) by creating new or sharing existing Content (including photos of your Venue(s) as per Section 76.5 of these Terms) through any social media channels or collateral in printed or digital format and may make such representations on your behalf as it shall deem appropriate.

15.6 Partyfind preserves the right of full editorial control over all the content produced and distributed as part of Additional Marketing Services and may make changes to the content at any time. You acknowledge and agree that you shall have no claim in connection with production or distribution of content as part of Additional Marketing Services against Partyfind.

15.7 Partyfind offers no representations, warranties or guarantees as to the effectiveness of the Additional Services for the purpose of generating Booking Enquiries or Bookings.

15.8 You hereby agree that in accepting these Terms, you have not relied on any written or oral representation of any kind other than those expressly set out in these Terms. If you relied on any written or oral representation of any kind that was not expressly set out in these Terms, you agree and acknowledge that you will not have any remedy in respect of such representation and that in either case Partyfind will not in any circumstance have any liability otherwise than pursuant to provisions expressly set out in these Terms.

15.9 To the extent not prohibited by applicable law, Partyfind shall not in any circumstances be liable for any direct, indirect, incidental, special, immediate, consequential, punitive, or exemplary damages or losses, including but not limited to, special damage (even if Partyfind have been advised or were aware of the possibility of such damages), loss of profits, revenue, anticipated savings, goodwill, business opportunity or other economic advantage or loss, damage or corruption of data, however caused and whether arisen in contract, tort (including negligence) or otherwise, arising out of, or related to the actions of Partyfind in providing Additional Services.

15.10 Without prejudice to Sections 121 and 132 of these Terms, if Partyfind actions when providing any Additional Services to you cause you to sustain loss or damage to your tangible property or direct financial loss not falling within the types defined in Section 154.9, the total liability of Partyfind, whether based on contract, tort (including negligence) or other grounds, in any circumstance shall not exceed the total amount you have paid or owe to Partyfind for the relevant Additional Services.

15.11 Partyfind reserves an absolute right to terminate provision of Additional Services without full or partial refund if you breach any provisions of these Terms.

16. Third party websites

16.1 Our website and mobile application include hyperlinks to other websites owned and operated by third parties; such hyperlinks are not recommendations or endorsements.

16.2 We have no control over third party websites and their contents, and we accept no responsibility or liability for them or for any loss or damage that may arise from your use of them.

16.3 Our Platform implements services of Google Maps/Earth as well as Google Maps API(s). Your use of Google Maps/Earth is determined by Google Maps/Earth Additional Terms of Service.

17. Indemnification

17.1 You agree to indemnify and hold Partyfind, its affiliates, parents, subsidiaries, partners, employees, directors, officers or agents harmless from and against any claims, liabilities, losses, damages, expenses and costs, including but not limited to reasonable legal fees, arising out of or in connection with any breach by you of these Terms or use of our Platform and our Services.

18. Notices

18.1 The notices, requests and other communication shall be made by Partyfind in writing.

18.2 All notices shall be given by Partyfind either by electronic mail, by post or fax using the contact details you have provided to us or by posting a notice to our website.

18.3 All notices shall be effective immediately upon being posted on our website.

18.4 All notices shall be effective upon (i) receipt of the notice or (ii) 1 business day after an email or fax was transmitted or 5 (five) days after mailing within the United Kingdom, whichever occurs earlier.

19. No waiver

19.1 Unless expressly notified in writing and signed by a duly authorised Partyfind Representative, our failure to enforce any our right or your strict performance of any provision of these Terms will not constitute a waiver of our right to enforce such provision or our right in the future.

20. Amendments

20.1 We may revise these Terms from time to time to incorporate variations such as legislative, regulatory or technological developments, new functionalities or features of our Platform as well as changes in our Service or other relevant changes.

20.2 The revised Terms shall apply to the use of our Platform and Services from the date of publication of the revised Terms on the website. You should check this page occasionally to ensure you agree with any changes to the Terms. We may also notify you of changes to these Terms by email or through the private messaging system on our website.

20.3 By continuing to use our Platform you agree to be bound by the latest modified Terms. In case any changes to our Terms or Policies are required by applicable law, they will apply to Profiles you have already published. If you do not wish to agree to the changed Terms, then it will not be possible for us to provide you our Platform and you will need to deactivate your Partyfind account.

21. Severability

21.1 If a provision of a contract under these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

21.2 If any unlawful and/or unenforceable provision of a contract under these Terms and Conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

22. Third party rights

22.1 A contract under these Terms and Conditions is for our benefit and your benefit and is not intended to benefit or be enforceable by any third party.

22.2 The exercise of the parties’ rights under a contract under these Terms and Conditions is not subject to the consent of any third party.

23. Entire agreement

23.1 Subject to Section 132.10, these Terms and Conditions, together with our Privacy and Cookies Policy, shall constitute the entire agreement between you and us in relation to your use of our Platform and Services and shall supersede all previous agreements between you and us in relation to your use of our Platform and our Services.

24. Governing law and jurisdiction

24.1 A contract under these Terms and Conditions shall be governed by and construed by English law.

24.2 Any disputes relating to a contract under these Terms and Conditions shall be subject to the exclusive jurisdiction of the courts of England.

25. Termination, cancellation, and suspension of account

25.1 We may:

a) suspend your account;

b) cancel your account; and/or

c) edit your account details, at any time at our sole discretion without notice or explanation.

25.2 You may temporarily make your Venue Profiles hidden from public view or cancel your Partyfind account at any time using your account control panel on the website.

25.3 Without prejudice to Sections 25.1 and 25.2 above, termination, cancellation, or suspension of your Partyfind account or temporary hiding your Profile from public view does not discharge you from any obligations you have undertaken under the contract governed by these Terms, including but not limited to your obligation to pay us Commission that becomes or is capable of becoming due.

26. Report Abuse and Illegal Activity

26.1. If you notice any activity violating any provision of these Terms while using our Platform, please contact us using the details provided in Section 276.

27. Our details

27.1. The website www.partyfind.co.uk as well as a mobile app are operated by Internetscape Limited, a private company limited by shares and lawfully registered in United-Kingdom under registration number 08708162 and having registered address 179 Whiteladies Road, Suite 238, Bristol, England, BS8 2AG.

27.2. You can contact us by emailing at: contact@partyfind.co.uk