Venopi Partner Terms & Conditions

Last Updated: July 1st, 2018

SUMMARY

This is a summary of our Partner Terms of Business. It should not be a substitute for reading the full version below. Capitalised terms used in this summary are defined in the Partner Terms of Business.

  • Venopi provides a booking platform on which you can advertise the Partner Services which you offer in your company to a much wider range of potential customers.
  • As part of the Venopi Services (further detail in the full version below) we give Partners the ability to use Dashboard, our online management system which comes with a range of features which will be of great benefit to your business.
  • We are responsible for arranging and concluding Bookings/Services and are appointed under these Partner Terms of Business as your commercial agent to do so.
  • If Venopi Customers decide to “Pay at Venue”, we will either deduct our Commission from what we owe you or, if we do not hold sufficient funds, the amount payable by you to us will be set out in your Invoice Statement. We will send you an Invoice Statement on the 16th of every month which will set out what we owe you for Fulfilled Bookings, what you owe us (e.g. Commission, Processing Fees, etc.) and the resulting balance (whether you owe us, we owe you or the balance is settled).
    • If we owe you, we will pay this to your bank account within 7 Business Days of the date of the Invoice Statement.
    • If you owe, we will ask that you pay us within 7 Business Days of the date of the Invoice Statement.
    • If the balance is settled, we will explain on the Invoice Statement that there is nothing further needed.

    If in a particular month it is difficult for you to pay the outstanding balance within the specified time limit, please contact your account manager or hello@venopi.com as soon as possible. The Partner hereby grants permission for ongoing clearance of any outstanding balance (including the Processing Fee and Commission).

  • Whether a Booking is treated as a New Booking or a Repeat Booking (and therefore whether Commission or a Processing Fee is chargeable) depends on when the Customer last had a Successful Appointment (see definition below) at the Partner’s venue and whether they exist in the Customer Database and if so, when they were created in the Customer Database. A Customer will be identified using their (1) email address; or (2) phone number together with their first name. A Widget Booking will always be subject to Commission & Processing Fee.
  • New Bookings include those where the Customer has not had a Successful Appointment at the Partner’s venue in the last 365 days, and Repeat Bookings are Bookings by Customers who have has a Successful Appointment in the past 365 days. It is very important that you read the full definitions of New and Repeat Bookings. These are contained in Clause 2 under these Terms of Business.
  • You are responsible for the Partner Services which you provide to Customers in your venue and the contract for those Partner Services is between you and the Customer. We are in no way liable to Customers for the Partner Services they receive from you.
  • In case of disputes (miscommunication, damages, etc) with your Customers, Venopi will help as best as we can to solve this, however we are not obligated / responsible to solve the dispute. This dispute must be solved between the Partner and Customers.
  • You have a number of obligations to Venopi in return for receiving the Venopi Services. These are set out in detail in the full version but some important ones are as follows:
    • You agree to treat everyone —regardless of race, religion, national origin, ethnicity, disability, sex, gender identity, sexual orientation or age — with respect, and without judgment or bias.
    • You agree to pay all applicable Charges (such as Commission, Processing Fees, etc.). Please note that VAT will be applied to all Charges.
    • You agree not to invite Venopi Customers to make Bookings otherwise than through the Website, Distribution Channels or Widget (as applicable).
    • You agree to process and supply the Partner Services according to the highest standards applicable to the industry.
    • You agree to give a response (“Approve” or “Decline”) to each of Venopi Customers’ requests within 2 working days.
    • You must at all times provide Partner Services on the Website and App for an accurate price that complies with the most competitive prices on the Partner’s own website. For the avoidance of doubt, the Partner is permitted to offer lower prices or special offers to a closed group of individuals, both on an offline, such as, for example, members of the Partner’s own loyalty scheme, directly in the Partner’s salon and also on other alternative sales platforms.
    • You must ensure that you have all the permits, permissions, powers and insurances you need to perform the Partner Services.
    • You must ensure that all Partner Content uploaded to your Page(s) is accurate, not misleading and legally compliant.
  • In respect of Widget Bookings, Venopi is solely a technology provider and does not act as commercial booking agent. As all Widget Bookings are Pay At Venue, Customers are able to cancel Widget Bookings up until the date of the event and no contract is created between the Customer and the Partner until the event takes place. Confirmation and reminder emails will be sent to Widget Customers from Dashboard on behalf of the Partner, but the Partner is responsible for providing the Partner Services to the Customer and handling any cancellations or rescheduling directly with the Customer. Venopi has no further involvement in the Widget Booking process and solely provides the technology to facilitate Widget Bookings to be made.
  • Fees are:
    • Commission Fee is 5%
    • Processing Fee is 5%, after third-party payment fee (if applicable).
  • Contact us if you want to speak with us. We will be happy to assist you:
    Email: hello@venopi.com
    Post: Gibraltarstraat 60 - 2 – 1055 NR Amsterdam
    Tel: 06 1495 1438

Please read these Partner Terms of Business (as well as the Booking Terms and Conditions) carefully before you begin using the Venopi Services as these will apply to your relationship with Venopi. We recommend that you print a copy of these Partner Terms of Business for future reference. If you do not agree with these Partner Terms of Business, you must not use the Venopi Services.

  1. Definitions
    1. “Affiliate” means in relation to Venopi any entity that from time to time directly or indirectly controls, or is controlled by, or is under common control with Venopi;
    2. “Agreement” or “Partner Terms of Business” means this agreement, together with the Cooperation Agreement, which sets out the terms and conditions upon which Venopi shall provide the Venopi Services to the Partner and which comes into effect on the Effective Date;
    3. “Booking” means any booking made by a Customer for any of the Partner Services and whether made via the Website or App, the Distribution Channels or the Widget, including but not limited to Venopi Bookings and Widget Bookings;
    4. “Business Day” means a day other than a Saturday, Sunday or public holiday in the Netherlands;
    5. “Commission” means the commission (+ VAT) payable by the Partner to Venopi as set out in the Cooperation Agreement;
    6. “Charges” means the Commission and the Fees;
    7. “Dashboard” means the “Venopi Dashboard” software licensed to the Partner under this Agreement as one of the Venopi Services;
    8. “Customer” means any person who purchases or receives the Partner Services, via the Website, App or other Distribution Channels, including but not limited to a Venopi Customer, a Widget Customer or a Partner Customer;
    9. “Customer Database” means the Partner’s database of Customers in Dashboard;
    10. “Distribution Channels” means any third party website or other media through which the Venopi Services are from time to time provided;
    11. “eCRM Service” means the email and mail marketing functionality within Dashboard which may from time to time be offered as one of the Venopi Services in return for the applicable Fees;
    12. “Effective Date” means the earlier of (a) the Partner beginning to receive the Venopi Services, (b) the date on which the Partner ticks the box to confirm its acceptance of this Agreement in Dashboard or, c) the date the Cooperation Agreement is signed by the Partner to confirm its acceptance of this Agreement;
    13. “Fees” means the Booking Fee and any other fees (+ VAT) payable by the Partner in order to receive the Venopi Services;
    14. “Fulfilled Booking” means a Booking in respect of which the Partner has successfully provided the Partner Services to the Customer;
    15. “Matching Customer” means a Customer whose email address or telephone number together with a first name matches more than one Customer in the Customer Database;
    16. “New Booking” has the meaning set out in Clause 2.6;
    17. “Partner Customer” means a Customer who books Partner Services directly with the Partner and not using the Website, App or Widget but whose details are stored in Dashboard either in the Customer Database or by adding an appointment in Dashboard or otherwise;
    18. “Partner Services” means the venue and services which the Partner is in the business of providing and supplying to Customers and which are marketed to Customers by the Partner through use of the Venopi Services;
    19. “Partner Site” means a customisable website powered by Dashboard and offered as one of the Venopi Services for free, and containing a “Book Now” button connecting Customers to the Widget, hosted at a unique subdomain address on venopi.com or at the discretion of Venopi, on the Partner’s own domain;
    20. “Partner Content” means any information, documentation, equipment, software, photographs, domain name (to the extent used to host a Partner Site), Partner Site customised skin/theme or other material (which may include the Partner name, logo and any other brand features and Intellectual Property Rights) which may be published on the Page(s) pursuant to this Agreement;
    21. “Pay at Venue Booking” means a Booking made using the “Pay At Venue” option and therefore not paid for at the time of booking but instead on attending the appointment;
    22. “Processing Fee” means the amount to be paid by the Customer to Venopi for Bookings and Widget Bookings;
    23. “Repeat Booking” means a Venopi Booking that does not fall under the definition of New Booking as defined in Clause 2.6;
    24. “Widget” means the web interface owned and provided by Venopi via Dashboard as one of the Venopi Services, embedded on each Partner Site and which the Partner may embed on its own website and/or social media channel(s), and through which Customers can make bookings with the Partner directly (subject to a Processing Fee + Booking Fee);
  2. Venopi Services
    1. In consideration of payment by the Partner of the Charges and the Partner performing all of its other obligations herein and subject to this Agreement, Venopi shall provide the applicable Venopi Services to the Partner, which shall (unless otherwise agreed) include a personal, non-exclusive, non-transferable and fully revocable licence to use Dashboard;
    2. In respect of all Venopi Bookings, Venopi shall act and is hereby appointed as agent at law for the Partner to conclude those Bookings with a Customer and (where applicable) collect and process payments on behalf of the Partner. Nothing herein shall prevent or limit the Partner from remaining fully responsible and liable for their provision and supply of Partner Services to Customers. Venopi is solely a technology provider with respect to Widget Bookings and has no direct relationship with the Widget Customer in respect of the Widget Booking.
    3. Where a Partner has elected to receive Venopi Services which attract Fees, if it wishes to cease receiving one or more of those Venopi Services, the Partner must give Venopi at least 30 days’ notice in writing and will remain liable to pay any applicable Fees for the duration of the notice period.
    4. Venopi may in its sole discretion, change the amount of any Fees and/or the rate of Commission at any time on 30 days’ notice to the Partner (“Pricing Change Notice”). The Partner’s continued use of the Venopi Services after receipt of such Pricing Change Notice will be deemed acceptance of the new Fees and/or rate of Commission.
    5. In case of canceled Booking, Venopi will refund the total payment (after payment/bank processing fee) to the Customer.
    6. Whether a Venopi Booking is treated as a New Booking or Repeat Booking (and therefore whether Commission and/or a Processing Fee is chargeable) depends on when the Customer last had a Successful Appointment at the Partner’s venue and whether the Customer exists in the Customer Database and, if so, when they were created. A Customer will be identified using their (1) email address; or (2) phone number together with their first name. Widget Bookings will always be subject to Commission & Processing Fee.
    7. A Venopi Booking will be regarded as a New Booking if the Customer:
      1. does not exist in the Customer Database at all (except where the Customer indicates via the Checkbox on booking (the “Checkbox”) that they have visited the Partner in the last 365 days, in which case it will be a Repeat Booking); or
      2. was created in the Customer Database more than 365 days ago and has not had a Successful Appointment at the Partner’s venue in the last 365 days; or
      3. was created in the Customer Database less than 365 days ago as a result of an appointment which was not or has not yet become a Successful Appointment.
        In all other cases, a Venopi Booking will be considered a Repeat Booking.
  3. Dashboard Software License
    1. Subject to payment of applicable Charges, the Partner may use Dashboard, the Widget and/or the Partner Site for the purpose of processing Bookings of Partner Services for and on behalf of itself only.
    2. The Partner’s use of Dashboard, the Widget and/or the Partner Site is at the Partner’s sole risk. The service is provided on an “as is” and “as available” basis.
    3. Technical support is provided by email primarily and is a benefit for the Partner, but is not a right of the Partner.
    4. The Partner understands and accepts that:
      1. Venopi uses third party vendors and hosting partners to provide the hardware, software, networking, storage, and related technology required to run Dashboard, the Widget and the Partner Site;
      2. Venopi shall have administrator access to all parts of Dashboard, including those parts that have been specifically tailored for the Partner;
      3. Venopi will track, using third party tools such as Google Analytics and Hotjar, the Partner’s use of, and the Partner’s employees’ use of, Dashboard. The tracking will cover each single interaction the user has and the technical details of the browser and device being used and will include but not limited to (a) appointment creation, (b) editing employees, and (c) viewing the calendar. This tracking will assist Venopi in understanding how Dashboard is used by Partners and will allow Venopi to develop and improve Dashboard. The Partner is responsible for alerting its employees that such tracking will take place. References to the tracking are included in Venopi’s Privacy and Cookie Policy here https://www.venopi.com/privacy-policy/, which should be brought to the attention of Partner’s employees; and
      4. Venopi will identify on each interface that the Widget and Partner Site are “Powered by Venopi”.
    5. The Partner shall not:
      1. reproduce, duplicate, copy, sell, resell or exploit the whole or any part of Dashboard, the Widget or the Partner Site;
      2. allow any third party (including group companies of the Partner) to use or access Dashboard without express prior written permission from Venopi (which may be denied or granted on such terms as Venopi in its sole discretion may determine);
      3. send unsolicited emails, SMS or other electronic forms of marketing to Customers via Dashboard (or otherwise); or disclose, share or resell any Dashboard login details.
    6. Venopi does not warrant:
      1. that Dashboard, the Widget and/or the Partner Site will meet the Partner’s specific requirements;
      2. that Dashboard, the Widget and/or the Partner Site will be uninterrupted, timely, secure, or error-free;
      3. that any information or results that may be obtained from the use of Dashboard will be accurate or reliable;
      4. that the quality of any products, services, information, or other material purchased or obtained by the Partner through Dashboard, the Widget and/or the Partner Site will meet the Partner’s requirements or expectations; or
      5. that any errors in Dashboard, the Widget and/or the Partner Site will be corrected.
    7. The Partner expressly understands and agrees that as regards its use of Dashboard, the Widget and/or the Partner Site, subject to clause 11.2, Venopi shall not be liable for any loss of income or profits, loss of contracts, loss of goodwill, loss of data, or other intangible losses or for any indirect or consequential loss or damage (even if Venopi has been advised by the Partner of the possibility of such loss or damage) resulting from:
      1. the Partner’s use of, or inability to use, Dashboard, the Widget and/or the Partner Site;
      2. unauthorised access to or alteration of the Partner’s transmissions or data;
      3. statements or conduct of any third party on Dashboard, the Widget and/or the Partner Site; or
      4. any other matter relating to Dashboard, the Widget and/or the Partner Site.
    8. Venopi will provide the Partner with a user account and password which allows the Partner to access Dashboard. The Partner shall safeguard and keep the user account details and password confidential and safely stored and shall not disclose them to any person other than those who need to have access to Dashboard and who are aware of the Partner’s obligations to keep those details secure. The Partner shall immediately notify Venopi of any suspected security breach or improper use, including any use which would breach this Agreement, Venopi’s reasonable instructions given from time to time and/or applicable law.
  4. Partner Obligations
    1. The Partner agrees to treat everyone —regardless of race, religion, national origin, ethnicity, disability, sex, gender identity, sexual orientation or age — with respect, and without judgment or bias.
    2. In consideration of receiving the Venopi Services, the Partner agrees to pay all applicable Charges to Venopi and to treat all accepted Bookings and process and supply the Partner Services to the highest industry standards and in line with any specific terms and conditions set out in this Agreement generally.
    3. The Partner must accept/decline all Venopi Bookings within 2 working days
    4. Partner must notify Venopi within 4 working days in case of unreliable or irrelevant Booking made by Venopi Customers (which potentially leads to no-show). Venopi will investigate the Booking request and the Partner can decline the Booking within 24 hours.
    5. In respect of Widget Bookings, Venopi is solely a technology provider and does not act as commercial booking agent. As all Widget Bookings are Pay At Venue Bookings, Customers are able to cancel Widget Bookings up until the time of the appointment and no contract is created between the Customer and the Partner until the appointment takes place. Confirmation and reminder emails will be sent to Widget Customers from Dashboard on behalf of the Partner but the Partner is responsible for providing the Partner Services to the Customer and handling any cancellations or rescheduling directly with the Customer. Venopi has no further involvement in the Widget Booking process and solely provides the technology to facilitate Widget Bookings to be made. The Partner can select in Dashboard whether Customers will be given the opportunity to opt-in to email marketing from just the Partner or from the Partner and Venopi.
    6. The Partner is responsible for ensuring that all Partner Content (especially details of and prices for the Partner Services) that it publishes or provides to Venopi to publish on the Page(s) is accurate, correct and not misleading.
    7. The Partner acknowledges and agrees that its Page(s) on the Website and App should not contain any contact details, direct references or links to the Partner or its website, app, platform, tool or other devices or to websites, apps, platforms, tools or other devices of third parties.
    8. The Partner must at all times supply the Partner Services on the Website and App at a price which is accurate and conforms with the best available rate offered on the Partner’s own website. If a Customer provides proof of a better price available on the Partner’s own website for Partner Services booked through the Website or App, Venopi reserves the right to refund the Customer the difference and to adjust the amount paid to the Partner in connection with those Partner Services accordingly. For the avoidance of doubt, the Partner is permitted to offer lower prices or special offers to closed groups of individuals, both online and offline, e.g. to members of its own loyalty scheme, or directly in the Partner’s venue, and also on other alternative online sales platforms.
    9. The Partner must ensure that it has obtained the consent of each of its employees and contractors to be advertised on the Website and App to Customers including but not limited to details such as name, expertise, contact details, availability and services offered.
    10. The Partner is solely responsible for ensuring that the information on Dashboard regarding time and date availability is kept completely up to date so that potential Customers are able to view the accurate time and date availability at the time of making a Booking.
    11. In respect of Venopi Bookings made using the “Pay at Venue” option, the Commission shall be payable for all such Venopi Bookings except where a “no show” has been flagged by the Partner on Dashboard by midnight on the date of the event. For the avoidance of doubt, if a “no show” has not been flagged on Dashboard by midnight on the date of the appointment, the Venopi Booking will be treated by Venopi as fulfilled and Venopi shall be entitled to receive Commission/Processing fee in respect of that Venopi Booking.
    12. The Partner shall not solicit Venopi Customers to make Bookings otherwise than through the Website, Distribution Channels or Widget (as applicable).
    13. Where a Customer makes a Booking and the Partner encourages that Customer to cancel their Booking and make a separate booking directly with the Partner, the Partner shall be in Material Breach of this Agreement.
    14. If Venopi has reasonable grounds to suspect that the Partner has made or makes any direct or indirect attempt to avoid paying any Charges, for example without limitation, by fraudulently flagging a Fulfilled Booking using the “Pay at Venue” option as a “no show”, this shall be a Material Breach of this Agreement and shall give Venopi the right, without limiting other remedies available to it, to withhold and retain any payments due to the Partner under this Agreement.
  5. Customer Service and Complaints
    1. The Partner shall use best endeavours to provide top quality Partner Services to all Customers and shall promptly deal with any sales enquiries, matters or issues relating to Bookings or potential Bookings including dealing with Customer complaints.
    2. The Partner shall be directly responsible to the Customer for any failure to fulfil the Customer’s expectations or for any other legal liability which arises in respect of the Partner Services, save where such liability arises as a result of Venopi’s negligence.
    3. Venopi shall refer any Customer complaints it receives to the Partner and the Partner shall acknowledge all complaints, and shall respond to the relevant Customer within 48 hours of the Partner’s receipt of a complaint (whether the complaint has come directly from the Customer or via Venopi).
    4. The Partner shall make all efforts to reach a resolution to any complaints within 14 days and must notify Venopi of any correspondence between the Partner and the Customer relating to the complaint and generally keep Venopi apprised of its progress and the status of the complaint.
    5. The Partner hereby acknowledges and accepts that the Website and App includes a reviewing platform, upon which Customers may post publicly viewable reviews about their experiences with Venopi and with the Partner (particularly in relation to the Partner Services) (“User Generated Content”) and that a selection of reviews from preceding months will also be made available on the Partner Site (if applicable). The Partner should note that this platform may not be opted out from and may from time to time contain negative reviews and/or feedback from Customers, which is outside Venopi’s control. There is an option for the Partner, if they are the subject of any User Generated Content, to reply to reviews about them. However, any content the Partner posts in response to User Generated Content must be polite and professional and non-threatening or confrontational, and it may be subject to review by Venopi (and may be removed or amended in Venopi’s sole discretion if Venopi deems it reasonably necessary to do so). For the avoidance of doubt, the Partner shall have no right to any remedy (including without limitation, any right to terminate this Agreement) as a result of any User Generated Content naming or referring to the Partner. However, if the Partner, acting reasonably, feels that any User Generated Content is defamatory of the Partner or any person or in some other way is a violation of any person’s legal rights, the Partner may flag and report that User Generated Content to Venopi. In such case, Venopi shall review the same and in its sole discretion take any action it deems necessary or desirable (including, for example, removing or amending the relevant piece of User Generated Content).
  6. Partner Warranties and Indemnity
    1. The Partner shall provide Venopi with any Partner Content it reasonably requires to be provided with in order to supply the Venopi Services.
    2. Partner hereby grants Venopi a non-exclusive, royalty free and worldwide right and license (or sublicense as applicable) to use, reproduce, distribute, sublicense, communicate and make available the Partner Content pursuant to this Agreement and which are necessary for Venopi to exercise its rights and perform its obligations under this Agreement.
    3. The Partner hereby grants Venopi the right to:
      1. remove, edit, cut-down or otherwise amend Partner Content published on any Pages, including without limitation where such Partner Content does not, in Venopi’s reasonable opinion, comply with the warranties at Clause 6.4 or is otherwise in breach of the terms of this Agreement; and
      2. make use of search engine optimisation services, pay-per-click advertising, and other mechanisms that embody, incorporate or quote (in whole or part) the trading name of the Partner or any brands used in connection with the Partner Services.
    4. The Partner warrants, represents and undertakes that:
      1. all Partner Content it supplies to Venopi in connection with this Agreement and/or publishes (or provides to Venopi for publication) on the Website (and the Distribution Channels, if applicable) will be accurate in all material respects and shall not infringe any other person’s rights (including Intellectual Property Rights) or be defamatory, unlawful, offensive, threatening, or pornographic or otherwise falling below general standards of taste and decency; and
      2. it shall comply with all applicable laws and advertising regulations in the marketing, sale and provision of the Partner Services and shall obtain all licenses, consents, authorities and insurance it is either necessary or reasonably prudent for the Partner to obtain in respect of all its business activities and personnel (but especially in connection with the provision of Partner Services).
    5. The Partner hereby agrees to indemnify, keep indemnified and hold harmless Venopi and its officers, directors and employees, from and against any and all claims, demands, obligations, actual or alleged causes of action and lawsuits and all damages, liabilities, fines, judgments, costs (including settlement costs), expenses associated therewith (including the payment of reasonable legal charges and disbursements) and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis)) and all other reasonable professional costs and expenses arising out of or in connection with any breach by the Partner of any term of this Agreement or arising out of any action brought by any third party relating to the Partner Services provided (or not provided), or actions (or failures to act), of the Partner or any person (other than Venopi) acting on its behalf, including, without limitation any action brought in connection with any Data Protection Legislation, Partner Content or a Customer visit to the Partner's venue.
    6. The Partner acknowledges that Venopi enters into this Agreement for its own benefit but also as an agent for the benefit and on behalf of each of its officers, directors and employees (each an “Indemnified Third Party” and, collectively, the “Indemnified Third Parties”) and that the rights in respect of indemnification set out in Clause 8.7 shall be rights and benefits of each such Indemnified Third Party (as if, in each case, a party to this Agreement in its own right). Such rights shall be enforceable under this Agreement by Venopi as agent for each such Indemnified Third Party. Notwithstanding the foregoing, the Partner and Venopi may agree in writing to amend any provision of this Agreement without the consent of any of the Indemnified Third Parties, even if that amendment affects or will affect the rights conferred on any Indemnified Third Party hereunder.
    7. This Clause shall survive the termination or expiry of this Agreement.
  7. Payment Terms
    1. Venopi will issue an invoice statement to the Partner on the 16th of each calendar month (the “Invoice Statement”) which will set out, in the account summary at the top of the Invoice Statement (the “Account Summary”):
      1. the balance carried over from the previous Invoice Statement, if any;
      2. what Venopi owes the Partner in respect of Fulfilled Bookings in the period since the last Invoice Statement;
      3. what the Partner owes Venopi in respect of Charges since the last Invoice Statement (e.g. Processing Fee, Commission etc.) (such amounts to be deducted from any amount owed at 7.1(b) above); and
      4. the resulting account balance (the “Closing Balance”) payable either by Venopi to the Partner or the Partner to Venopi.
    2. The Invoice Statement will also itemise all categories of Bookings and Charges including:
      1. Fulfilled Bookings made on the Website or any Distribution Channel where the Customer prepays the total amount;
      2. Fulfilled Bookings made using the “Pay at Venue” option;
      3. Widget Bookings;
      4. Charges payable to Venopi by the Partner which are not directly tied to a collection by Venopi of payment for a specific Booking from a Customer; and
      5. Cancellations.
    3. If the Closing Balance is negative, Venopi will transfer the Closing Balance to the Partner within 7 Business Days of the date of the Invoice Statement (provided the Partner has provided their bank details to Venopi) and no further action in respect of that Invoice Statement will be required by the Partner.
    4. If the Closing Balance is positive, the Partner will be required to transfer the Closing Balance to Venopi within 7 Business Days of the date of the Invoice Statement to the account details listed in the Invoice Statement. If the Partner has any concerns regarding the Invoice Statement or its ability to transfer the Closing Balance within the required timeframe, the Partner should contact its designated account manager at Venopi or hello@venopi.com
    5. If the Closing Balance is zero, the Invoice Statement will state that the Closing Balance is settled and there is nothing further for Venopi or the Partner to do in respect of that Invoice Statement.
    6. In any event, Venopi reserves the right to deduct (a) any sums payable to Venopi by the Partner; and (b) any refunds or chargebacks relating to Bookings, from any balance collected by Venopi on behalf of the Partner, prior to onward payment of any Closing Balance to the Partner.
    7. The Partner hereby grants permission and a continuous authorisation for the settlement of outstanding amounts owed by the Partner to Venopi (such as but not limited to: Processing Fee, and Commission) via direct debit, meaning an instruction given by the Partner to its bank such that Venopi is authorised to collect outstanding amounts directly from the bank account of the Partner. If the settlement does not succeed or there are no outstanding funds available, Venopi will pay the amount due to the Partner, deducting the outstanding amounts owed to Venopi from the next Invoice Statement.
    8. All payments due from Venopi to the Partner shall be made via bank transfer using the bank details provided by the Partner to Venopi in Dashboard (and as set out in the Invoice Statement) and it is the Partner’s responsibility to ensure that these details are correct. Venopi will only make payments due to the Partner directly to the Partner and cannot make payments to any third party.
    9. Venopi reserves the right to charge interest on all amounts payable to Venopi from the Partner which are not paid by the relevant due date at the legal interest rate. Such interest will accrue on a daily basis from the date on which payment became overdue up to the date on which Venopi receives the full outstanding amount together with all accrued interest.
    10. In the event of a dispute between Venopi and the Partner, any undisputed amount of Commission will be paid in accordance with this clause 7 to Venopi.
    11. The Partner is responsible for withholding and reporting taxes applicable to the Commission in accordance with all applicable laws and the requests of the relevant tax authorities, including for any interest and penalties imposed for late payment or failure to withhold. If required, the Partner shall be solely responsible for agreeing with the relevant tax authorities on the tax treatment of the Commission. The Partner shall on the request of Venopi provide copies of tax payment certificates and/or tax exemption certificates. The Partner represents and warrants that it is duly registered with all relevant tax authorities, where applicable.
    12. The Partner understands and acknowledges that Venopi is a commercial booking agent and does not provide the Partner Services to the Customer. The contract for the Partner Services is between the Partner and the Venopi Customer and as a result, it is the Partner’s responsibility, if the Partner is VAT registered, to charge VAT on the total value of the Booking and to provide a VAT receipt to the Customer, if requested. Venopi only charges VAT to the Partner on the Commission, in consideration for the provision of the Venopi Services.
    13. In the event of fraudulent or alleged fraudulent activities by the Partner or if Venopi is required by law, court order, governmental instruction, arbitrational decision or by its cancellation policy to make a refund, of all or part of a Booking, Venopi reserves the right to claim repayment from the Partner of any amount required to be repaid by Venopi to the Customer.
  8. Term of the Agreement
    1. This Agreement commences on the Effective Date and will remain in force until it is terminated in writing by either party. There is no notice of termination.
    2. Either party shall be entitled to terminate this Agreement with immediate effect by written notice to the other if:
      1. the other party commits a Material Breach of any of the provisions of this Agreement (including but not limited to a breach of clauses 5, and/or 6) and either that breach is not capable or, in the case of a breach capable of being remedied, that party fails to remedy the same within 7 Business Days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;
      2. the other party is in persistent non-material breach (whether remediable or not) of any of the provisions of this Agreement;
      3. an encumbrancer takes possession or a receiver is appointed over any of the property or assets of that other party;
      4. that other party makes any voluntary arrangement with its creditors or becomes subject to an administration order;
      5. that other party goes into liquidation (except for the purposes of amalgamation or reconstruction and in such manner that the company resulting there from effectively agrees to be bound by or assume the obligations imposed on that other party under this Agreement);
      6. anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to that other party; or
      7. the other party ceases, or threatens to cease, to carry on business.
    3. Termination of this Agreement, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.
  9. Confidentiality
    1. Each party acknowledges that, whether by virtue of and in the course of this Agreement or otherwise, it may receive or otherwise become aware of information relating to the other party, their marketing plans, their clients, customers, businesses, business plans, finances, technology or affairs, which is proprietary and confidential to the other party (“Confidential Information”).
    2. Each party undertakes to maintain and procure the maintenance of the confidentiality of Confidential Information at all times and to keep and procure the keeping of all Confidential Information secure and protected against theft, damage, loss or unauthorised access, and not at any time, whether during the term of this Agreement or at any time thereafter, without the prior written consent of the owner of the Confidential Information, directly or indirectly, use, disclose, exploit, copy or modify any Confidential Information, or authorise or permit any third party to do the same, other than for the sole purpose of the performance of its rights and obligations hereunder.
    3. The terms of and obligations imposed by this Clause 10 shall not apply to any Confidential Information which:
      1. at the time of receipt by the recipient is in the public domain;
      2. subsequently comes into the public domain through no fault of the recipient, its officers, employees or agents;
      3. is lawfully received by the recipient from a third party on an unrestricted basis; or
      4. is already known to the recipient before receipt hereunder.
    4. The recipient may disclose Confidential Information in confidence to a professional adviser of the recipient or if it is required to do so by law, regulation or order of a competent authority.
    5. This Clause shall survive the termination or expiry of this Agreement.
  10. Liability
    1. Subject to Clause 11.2, Venopi’s maximum aggregate liability under or in connection with this Agreement, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed the Charges due and payable to Venopi hereunder on the date of the event giving rise to the relevant claim. Further, Venopi shall not be liable for any loss of income or profits, loss of contracts, goodwill, or other intangible losses or for any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise (even if Venopi has been advised by the Partner of the possibility of such loss or damage).
    2. Nothing in this Agreement shall exclude or in any way limit Venopi’s liability for fraud or for death or personal injury caused by its negligence or for its wilful default or any other liability to the extent the same may not be excluded or limited as a matter of law.
    3. This Clause in its entirety shall survive the termination or expiry of this Agreement.
  11. Miscellaneous
    1. All rights to the Website, App, Partner Sites and the content on it (save for Partner Content) (and all other Intellectual Property Rights belonging to or licensed to Venopi) remain vested in Venopi at all times. Nothing in this Agreement shall give the Partner any rights in respect of any such Intellectual Property Rights or of the goodwill associated therewith. In order to streamline the Website and the content on it (including the Partner Content), Venopi may, at its absolute discretion and from time to time, amend the format, content and style of venue page descriptions, photos and menus.
    2. In the event of a change of control or senior management of the Partner, the Partner must bring the existence and terms of this Agreement to the new owner or manager’s attention and inform Venopi of the relevant new personnel’s contact details.
    3. Any notice, invoice or other communication which either party is required to serve on the other party shall be sufficiently served if sent to the other party at the address specified in this Agreement (or such other address as is notified to the other party in writing or by email). Notices sent by registered post or recorded delivery shall be deemed to be served three Business Days following the day of posting. In all other cases, notices are deemed to be served on the day when they are actually received.
    4. We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities, so please review our terms regularly.
    5. The relationship of the parties is that of independent contractors dealing at arm’s length. Except as otherwise stated in this Agreement, nothing in this Agreement shall constitute the parties as partners, joint ventures or co-owners.
    6. Neither party may assign, transfer, charge, sub-contract or otherwise deal with any part or all of this Agreement without the prior written consent of the other party (not to be unreasonably withheld, conditioned or delayed).
    7. Subject only to the provisions of clause 6.5 and 6.6, a person who is not a party to this Agreement has no right to enforce any term of this Agreement.
    8. The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party’s right later to enforce or to exercise it.
    9. If any term of this Agreement is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms.
    10. This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing.
    11. This Agreement shall be governed and interpreted in accordance with the laws of the Netherlands. The parties submit to the exclusive jurisdiction of the Dutch courts to settle any dispute arising out of or in connection with this Agreement.

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