Avva Experience – Provider Terms and Conditions
These terms and conditions, together with the listing summary and Data Processing Addendum set out the terms under which Avva agree to provide services to you.
These terms set out the terms of the relationship between Avva Experience Limited (“Avva” or “us”) and you, the business who has registered with Avva Experience to list Experiences for sale.
These terms will apply, until varied, to any services provided by us to you. You hereby acknowledge and accept all, and only, these terms and conditions. Avva objects to any different or additional terms. Any representations, promises, warranties, or statements that are not contained in this Agreement are void. These terms and conditions can be modified, waived, or amended only by a writing signed by both you and Avva.
Definitions
“Experiences” means the experiences, goods and/or services to be provided by you, as stated in your Listing.
“Enquiry” means any request made to us by a client for event or experience services.
“Fee” refers to the amount paid to you by Avva for your Experience and other associated costs.
“Booking” refers to the sale of an Experience or Experiences .
“Client” a third party who purchases or Enquires about any Experience.
“Platform” means the platform provided by Avva for listing Experiences, which may include websites and mobile applications.
1. Experience Listing
To list Experiences for sale via Avva a listing will be created (“Listing”) you may be required to submit specific information about the Experience, your business or organisation including contact details.
We will confirm the information we require in order to promote your Experiences on the Platform which may include but not be limited to:
- full particulars of the Experience, any applicable restrictions, risks or requirements;
- the location of any service or experience offered;
- any maximum number of participants for any Experience;
- the Fee;
- any time limits or periods applicable to the Experiences;
- the availability of the Experiences;
- Any additional surcharges
You agree to provide us with any other information which we may reasonably request at any time.
We reserve the right to review any Listing for an Experience before we publish the Listing and we reserve the right to approve, decline or amend the Listing. In the event that we decide to decline or amend the Listing we will contact you with our reasons for declining the Listing or with our suggested amendments to the Listing.
Once a Listing is approved by Avva no adjustments can be made to any of the details provided by the business for a period of 1-month.
Once a Listing is approved it will be posted to the Platform and will be publicly available to all Clients of the Platform as well as being placed in any marketing materials we may create in the course of our business
You are responsible for the accuracy of all information in your Listing. You will be liable to the User for any inaccuracies in your Listing.
2. Client Enquiries
You will be informed by us when we receive an Enquiry we believe may be suitable for you and we ask that you respond promptly to any Enquiry we may send to you.
Where a Client makes a booking for your Experience we will confirm with you via email with information including but not limited to group size and date.
Unless you have provided us written permission to act otherwise, we will not commit to any Booking without your consent.
If details regarding any Booking should change we will inform you as soon as reasonably possible.
3. Experiences
You are responsible for the accuracy of the information contained in your Listing for the content and legality of the Experiences.
You must ensure that you have sufficient insurance in place for the provision of the Experiences.
Sole responsibility and liability for the provision of an Experience to a User lies with you, we will not accept responsibility under any circumstances for the provision of goods or services to Users. We will use reasonable endeavours to re-direct to you any Users who come to us with queries about you or your Experiences whilst listed on the Platform
You agree that in providing the Experience, you will not increase prices or impose any additional fees, charges, conditions or restrictions that have not already been clearly stated on the Listing.
You are responsible for supplying all applicable goods and services in connection with the Experience.
We reserve the right to reject, amend, request replacement of or terminate any Listing, at any time and for any reason.
4. Fees
We will agree with you in writing all Fees to be received by you for any Booking made for your Experience through Avva.
We will transfer to you the Fees relating to any Booking made within 7 days of the successful delivery of the Experience. Any variation to this payment schedule will be agreed in writing between us.
We reserve the right to retain funds or pursue you for funds in the instance of a processing error or incorrect calculation of Fees
It is your sole responsibility to determine and apply any applicable taxes incurred in relation to the sale of Experiences.
You should not receive any payments from Clients directly.
5. Refunds, cancellations and client complaints
We reserve the right to withhold payment and issue full refunds where we have reasonable grounds to believe that the Experience delivered to a Client was in our opinion not up to standard.
You agree to the following cancellation and rescheduling policy:
- A full refund will be provided to a Client on cancellations made more than a month in advance of the Experience.
- No refund will be provided to the Client on cancellations made within one month of the Experience
- Clients can reschedule up to 14 days prior to the originally scheduled date.
- Any rescheduling of the Experience is at your discretion.
In the event you are unable to provide the Experience which has been agreed in the Booking, you must inform us as soon as possible. We will refund the Client the entire amount of your Fee.
Where we receive a complaint from a Client about an Experience we may or may not choose to take action to resolve the situation which may include a refund which we will confirm to you in writing.
Where you receive a complaint about an Experience this should be directed to us so that we can determine an appropriate response. You should not respond to any Client complaint directly.
6. Invoicing
To be remitted in a timely manner you must submit an invoice for the Fees in line with our invoicing instructions.
All invoices must be sent to [email protected]
Failure to submit invoices on time or in-line with the invoicing instructions may lead to a delay in remittance.
You agree to notify us immediately if you:
- Change your VAT registration number
- Cease to be VAT registered, or
- Sell your business or part of your business
7. Client Data
You agree to be bound by our Privacy Policy and Data Processing Addendum both of which outline your responsibilities in relation to personal data.
Client Data means all personally identifiable information generated or collected by us or you for example address information.
You may use Client Data only in order to provide the Experience to Clients.
Each party shall ensure it complies with applicable data protection laws and in particular we agree to comply with applicable data protection law in providing any Hosted Solution.
You agree to delete all Client Data within 7 days of the delivery of an Experience.
8. Term
The contract will continue in effect until terminated by either party. We may terminate this Agreement at any time for any reason, upon written notice to you. You may terminate by giving thirty business days’ prior written notice to us.
Termination will not in any way affect your obligation to provide any Experience to a User.
Termination will not in any way affect our responsibility to make payments to you where applicable.
9. Exclusivity
You agree that all Experiences sold by Avva are exclusive to Avva, unless otherwise agreed by us in writing.
10. Non-Compete
You agree not to accept any direct booking from a Client that makes a first Booking of your Experiences via Avva for the duration of this Agreement and for 6 months after the Agreement ends
If said Client contacts you directly to book an Experience you agree not to make any booking directly and to send the Client to us in order to make any Enquiry or Booking.
Should you accept any booking from a Client during the duration of this Agreement or for 6 months after this Agreement ends then we are entitled to pursue you for loss of profits and loss of business.
11. Your Obligations
You must:
- Honour all Bookings for Experiences by Clients;
- Offer your Experiences in accordance with any information presented in your Listing;
- Ensure that all information about you and your Experiences that you provide is true and accurate in all respects and could in any way be construed as misleading to a Client;
- Provide to Clients only Experiences that are of a satisfactory quality, fit for purpose and correspond with any description given in the Listing;
- Provide services to Clients using all reasonable care and skill;
- Deal with all Clients in a professional and courteous manner and in such a way as to not cause any harm or damage to our reputation;
12. Our Liability
Neither party will be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any:
- depletion of goodwill;
- loss or corruption of data or information;
- pure economic loss; or
- special, indirect or consequential loss.
Our liability to you for all losses under this Agreement is capped at 10% of the Fees paid to you under this Agreement.
Nothing in this agreement limits or excludes our liability for fraud, or for death or personal injury arising as a result of our negligence.
13. Your Responsibility Liability
You will be liable to us for any loss or damage we may suffer or incur in respect of any breach by you of the terms of this Agreement howsoever caused.
You agree to indemnify us for any loss or damage we may suffer or incur as a result of any User bringing a claim against us or taking any action against us whatsoever as a result of:
- your breach of the terms of this Agreement; or
- your breach of your own terms and conditions; or
- your actions in relation to any User including any act or omission in relation to the provision of any Experiences by you.
14. Confidentiality
The details of this Agreement and other agreements made between you and us are confidential, and you agree not to disclose the terms described in this Agreement to any party other than is strictly necessary.
15. Intellectual Property
You agree to grant to Avva the right to use your name, logos, trademarks, service marks, domain names, and any video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, in order for Avva to reasonably fulfil its obligations.
We own all intellectual property rights in and to the advertising copy and images created by us to promote you or your Experiences.
If you supply any copy, images or other material to us in order to promote the Experiences you must ensure that we are free to use any such material on our Platform and in promotional communications and you agree to indemnify us on a continuing basis against any costs, claims, liabilities or expenses which we suffer or incur in the event that any claim or allegation is made against us alleging that any use by us of such material amounts to infringement of any intellectual property rights of any third party.
If you purchase image and video assets from us, we agree that applicable intellectual property rights will transfer to you following payment in full.
16. Indemnity
You agree to indemnify and hold us and our subsidiaries, affiliates, officers, directors, agents, co-branders, partners and employees, as the case may be, harmless from and against any claim or demand, including without limitation, reasonable lawyer’s fees and costs, made by any third party due to or arising out of your content or information supplied to us, use of our services, violation of these terms, or violation of any third-party rights.
17. General
Each of the parties warrants its power to enter into the Agreement set out in these terms (“Agreement”) and has obtained all necessary approvals to do so.
No term of the Agreement will be enforceable by virtue of the Contract (Rights of Third Parties) Act 1999 by any person that is not a party to it.
We will be entitled to assign or sub-contract our obligations under this Agreement.
Each party agrees to comply with the terms of applicable data protection law including the General Data Protection Regulation and the Data Protection Act 2018.
Both parties shall be released from their respective obligations in the event of national emergency, war, prohibitive governmental regulation or if any other cause beyond the reasonable control of the parties or either of them renders the performance of the Agreement impossible.
Each party acknowledges that the Agreement, including the Listing Summary (as varied) and these terms contain the whole agreement between the parties and that it has not relied upon any oral or written representations made to it by the other or its employees or agents and has made its own independent investigations into all matters relevant to it. In particular it is agreed that any terms and conditions or other contractual documentation maintained by you or your affiliates or contained in any purchase order or which you purport to apply to the subject matter of the Agreement will not apply.
If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.
No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement. No right, power or remedy in this Agreement conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party.
Headings contained in this Agreement are for reference purposes only and should not be incorporated into this Agreement and shall not be deemed to be any indication of the meaning of the clauses to which they relate.
This Agreement and any dispute concerning the implementation, interpretation and validity of this Agreement are subject to the laws of England and Wales and the jurisdiction of the courts of England and Wales.
