Terms and Conditions Organisers
Welcome to Horse Monkey. |
Horse Monkey enables people in the UK to plan, promote, and sell tickets, entries and/or services to any equestrian event. Horse Monkey makes it easy for everyone passionate about horses to discover events, and to share the events they are attending with the people they know. The following pages contain our Terms and Conditions of Service, which govern all use of our Services.
1. Who we are
1.1 We are Horse Monkey Limited, a company incorporated in England and Wales with Company Number 8227088. Our registered office address is at 1 Gleneagles Drive, Brockhall Village, Old Langho, Lancashire, BB6 8BF, but our main trading address is at Old Dairy, Clifton Fields, Lytham Rd Clifton, Preston, PR4 0XG. Our VAT registration number is 151 6571 17.
1.2 You can contact us in any of the following ways:
By post: Old Dairy, Clifton Fields, Lytham Rd Clifton, Preston, PR4 0XG.
By email: firstname.lastname@example.org.
By phone: 0333 050 7420.
2. Who are Organisers?
2.1 Horse Monkey provide a simple and quick means for event organisers and planners ("Organisers") to collect payments with respect to the sale of tickets/registrations, merchandise and services for, and the solicitation of donations with respect to, events registered on the Site ("Events").
2.2 Organisers may visit the Site, fill out a questionnaire about their event, including pricing, location, services, etc., and collect payments online.
3. Acceptance of Terms
3.1 The following terms and conditions (these "Terms") govern all use by you as an Organiser of: the Horse Monkey website and domains (including all webpages, subdomains and subparts therein contained, the "Site"); any and all services available on or through the Site or otherwise provided by us for your Events (as defined below); and all Software (as defined below)
(collectively, the "Services").
3.2 Our General Terms and Conditions of Use ("General Terms") shall apply to all other use of the Services by you other than in your capacity as an Organiser. A copy of the current General Terms can be found here.
3.3 The Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that we may publish from time to time on the Site. By using or accessing any part of the Services, you agree to such terms and conditions. If you do not agree to any of such terms, conditions, rules, policies or procedures, do not use or access the Services.
3.4 These Terms may only be modified: on an event by event basis through a written services agreement or written addendum agreement to these Terms, signed by you and an authorised officer of Horse Monkey; or by us as provided in section 2.4 below.
3.5 We reserve the right, at our sole discretion, to modify or replace any of the terms or conditions of these Terms, or any other operating rules, policies and procedures at any time. We will post any changes on the Site and will use reasonable endeavours to bring any updates to your attention; however it is your responsibility to check these Terms periodically for changes. Your continued use of the Services following the posting of any changes to these Terms constitutes acceptance of those changes. If any change to these Terms is not acceptable to you, your sole remedy is to cease accessing and otherwise using the Services.
4. Your use of the Services
4.1 Subject to payment of any applicable fees, we hereby grant you a non-exclusive, non-transferable and non-sublicensable right to access and use the Services solely for the purposes of creating an event page with respect to, and promoting, managing, tracking, and collecting ticket payments, event registration fees and/or service fees for, an event that you have registered on the Site, in each case: in compliance with these Terms; and to the extent permitted under all applicable laws and regulations.
4.2 Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly: modify, reproduce or otherwise create derivatives of any part of the Services or Site Content (as defined below); reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organisation of all or any part of the Services (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); rent, lease, resell, distribute or use the Services for timesharing, service bureau, or commercial purposes (except for the limited commercial purpose of organising, administering and managing Events in accordance with these Terms); remove or alter any proprietary notices or labels on or in the Services or Site Content; or engage in any activity that interferes with or disrupts the Services.
5. Service Availability AND FUNCTION
5.1 We reserve the right at any time to, and from time to time may, modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof) for any reason, with or without notice. We will not be responsible to you for a refund, in whole or part, of any fees for any reason. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
5.2 The Services are provided on an "as is" and "as available" basis. We hereby expressly disclaim all warranties of any kind, express or implied, including, but not limited to, implied warranties of merchantability, title, non-infringement and fitness for a particular purpose.
5.3 We make no warranty or representation that: the Services will meet your requirements; your use of the Services will be uninterrupted, timely, secure, or error-free; the Services themselves (or any part thereof) will meet your expectations; or any errors in the Services will be corrected.
6. Additional Services
6.1 We may, upon request, and for such fees as we may establish from time to time in our sole discretion, provide additional services to you beyond the functionality of the Site, including without limitation providing consultants and staff to assist you on the date of your Event, and providing dedicated account management services. All such additional services, whether provided prior to, during or following your Event, shall be deemed a part of the Services and subject to these Terms. Such additional services shall be set forth in a written Appendix Agreement to these Terms, and shall set forth the relevant fees and any other terms and conditions relating to such additional services.
7. Enterprise Subscriptions
Where you have purchased [an Enterprise Subscription] then the contract incorporating these terms shall continue for the duration of such subscription. Unless terminated by you by giving not less than [3 months’] written notice to terminate at the end of the subscription term, it shall renew for a further term of 12 months subject to these Terms.
8. ACCOUNT, PASSWORD AND SECURITY
8.2 To be a registered user of the Services as an Organiser you agree to: provide true, accurate, current and complete information about yourself as prompted by the Site registration form (the "Registration Data"); and maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate all of your accounts and refuse any and all of your current or future use of the Services (or any portion thereof).
8.3 As part of the registration process for the Services, you will create a password and account. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your account, including, without limitation, all actions by any sub-users registered under your account.
8.4 You agree to: immediately notify us of any unauthorised use of your password or account or any other breach of security (either actual or suspected); and
ensure that you exit from your account at the end of each session.
8.5 We cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this Section 5 or from any unauthorised access to or use of your account.
8.6 In the event of any dispute between two or more parties as to account ownership, you agree that we shall be the sole arbiter of such dispute in our sole discretion and that our decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.
9. Data Protection and Data Sharing
9.1 By using the Services, we will each be receiving personal data in respect of users of the Site, and this information will be shared.
9.2 We shall be data controller of any personal data inputted or otherwise submitted by users (including Organisers) onto the Site and Services. Where a user inputs or otherwise submits personal data through your Event or Organiser page(s) on the Site, then you shall also be a data controller of such personal data.
9.3 Each of you, and us, shall comply with all the obligations imposed on a controller under: the Data Protection Act 1998, until the effective date of its repeal; the General Data Protection Regulation ((EU 2016/679) ("GDPR") and any national implementing laws, regulations and secondary legislation, for so long as GDPR is effective in the UK; and
any successor legislation to the Data Protection Act 1998 and the GDPR, in particular the Data Protection Bill 2017-2019, once it becomes law, (together, "Data Protection Legislation").
9.4 You shall ensure that you provide an appropriate privacy notice ("Privacy Notice") on your Event or Organiser pages, and provide such notice to any potential data subjects including all necessary information as to the nature of any data processing to be carried out by you and your data processors, and ensure that you have all necessary consents or lawful rights for such processing to take place. This shall include, without limitation: the right to share results and/or other Event data in respect of your Events with us, and for such personal data to be retained by us, our successors and assignees in accordance with our Privacy Notice; the right to use the Services as part of the Event administration and management functions; and if applicable, the right for you to send marketing information to individuals who register for an Event through the Services.
9.5 We shall provide you access to user data in respect of any Events registered for or attended for which you are the Organiser, and you agree that you shall use such personal data solely for the following purposes: to promote, administer and manage your Events and membership; and otherwise in accordance with the purposes expressly stated in your Privacy Notice and in accordance with the Data Protection Legislation.
9.6 We also allow you to search for users of the Site so that you can register them for Events where they have not registered previously. You are only permitted to search for users with their knowledge and permission and are not permitted to use such personal data for any purpose other than for registering them for your Event.
9.7 You shall not create, edit, amend, or otherwise modify any user of the Site’s account details or history without the knowledge and consent of such user.
9.8 Where you create user records on the Service for individuals who do not have a Horse Monkey account, you must notify them that you will be creating an account on the Service and you must tell all Event registrants that their details will be shared with us.
10.1 As an Organiser you are able to create an Event on the Site using the Services. You shall be solely responsible for: Any material, including without limitation information, data, software, text, design elements, grahics, images and other content (collectively "Content") that you upload, provide or otherwise make available to the Services; The organisation, administration and management of the Event, (including without limitation ensuring that the Event is operated in compliance with all applicable laws and regulations and the collection of any registration fees).
10.2 We may provide you with the right to use a sub-domain within the Site (e.g., [sub-domain prefix].horsemonkey.com). All such sub-domains remain at all times our sole property. Where we provide you with a sub-domain, your right to use such sub-domain may be terminated by us at any time (with or without notice) for any reason or no reason.
10.3 You hereby grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right and licence to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display and otherwise exploit your Content, in whole or in part, in any media now known or hereafter developed, to: promote the Event; provide the Services to you, and to users of the Site; promote the Services; and to improve the Services and any other services that we offer to our clients and customers.
10.4 You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing licence in section 6.2, and that: no element of your Content infringes, violates, misappropriates or otherwise conflicts with the rights of any third party; your Content complies with all applicable laws and regulations (foreign and domestic); and
your Content is accurate and truthful; and your Content meets our Acceptable Use Policy from time to time.
10.5 We reserve the right to remove any of Content from the Site at any time if we believe, in our sole discretion, that it does not comply with these Terms.
10.6 You agree that we may use your business name and logo (whether or not you have made it available through the Services) for the purpose of identifying you as an existing or past customer of the Services, both on the Site and in marketing and promotional materials generally.
11. Payment Services
11.1 Where you use the Services to take payments for Events or any other goods or services provided through the Services, these transactions will be processed by our preferred partner payment services provider, Stripe. In such circumstances both we and Stripe shall act as your limited agent for the sole purpose of collecting the payment. Any such payment services provided by Stripe shall be subject to their terms and conditions, a copy of which are available here.
11.2 Upon a payment being taken from a user of the Site, a booking confirmation message shall be generated by us and a unique confirmation number issued to both you and the user.
11.3 You agree to honour all bookings or other contracts formed or concluded through the Services.
12. Event Fees, Refunds and chargebacks
12.1 You shall be responsible for setting the level of fees payable by users to register for an Event ("Ticket Price"), however the Ticket Price shall not, save as set out in Section 8.2, be higher than the price payable by any other method of registration.
12.2 You may select whether to absorb our fees into your Ticket Price for an Event, or to pass them through (either in whole or in part) to users by way of an administration charge in addition to the Ticket Price. In such cases the administration charge shall not be higher than the fee standard fee charged by Horse Monkey of £1.25 exclusive of VAT. You will be solely responsible for our fees whichever approach is adopted.
12.3 It is your responsibility to communicate your refund policy to users of the Site and to issue refunds to in accordance with such policy. You must ensure that your refund policy is consistent with these Terms and all applicable laws and regulations.
12.4 All communications or disputes regarding refunds or chargebacks are between you and your customer, and we will not be responsible or liable for, or have any liability in respect of refunds or chargebacks.
12.5 Notwithstanding the foregoing in Section 8.2, you acknowledge and agree that we shall have the right to force a refund of any or all registration entries/tickets at any time for any reason, including without limitation: if we receive complaints from a substantial number (as determined by us in our sole discretion) of users with respect to any Event; or
if we determine, in our sole discretion, that you have engaged in any fraudulent activity or made any misrepresentations in respect of the Event or your Content.
12.6 You acknowledge that our fees paid per booking are non-refundable.
12.7 Any chargeback claims initiated by a user of the Site for any reason with respect to an Event shall be charged back to you.
13. Our Fees and other charges
13.1 Our fees shall be as set out in our [Fees] page on the Site and shall be dependent on the level of Services you have subscribed for.
13.2 All fees are: exclusive of VAT, which shall be added to our invoice(s) at the appropriate rate; payable in GB pounds sterling (£); and are non-cancellable and non-refundable.
13.3 We shall be entitled to increase our fees from time to time and shall publish such fee increases on the Site from time to time. Where you have purchased [an Enterprise Subscription] then we must give you not less than 90 days’ notice of any fee increase, and you shall be entitled to terminate your subscription on not less than 60 days’ notice following receipt of our notice of fee increases.
13.4 Where our fees are stated as monthly or recurring, for example as part of an Enterprise Solution, we will issue you with a valid VAT invoice in accordance with the agreed billing periods (usually monthly). Payment terms shall be 30 days from issue of invoice.
13.5 Where fees are incurred in respect of an Event, then we shall be entitled to invoice you upon the Event closing (or such earlier time should we or you suspend or terminate access to the Event pages). Payment terms shall be 30 days from the issue of the invoice.
13.6 Without prejudice to any other right or remedy, we shall be entitled to set off any amount payable to us for our fees from any payments to be made to you in respect of payments received from users of the Site.
13.7 You are solely responsible for determining which, if any, sales, use, amusement, value added, consumption, excise and other taxes, duties, levies and charges (collectively, "Taxes") apply to your use of the Services and for collecting, remitting and reporting the correct amounts of all such Taxes to the applicable governmental authorities, even if we provide you with tools that assist you in doing so. We do not represent or warrant that any tax tools will meet all tax requirements that may be applicable to you. We cannot give you legal or tax advice, so please be sure to check with your own tax adviser about any applicable Taxes. In the event that a governmental authority requires us to pay any Taxes attributable to your use of the Services, you agree to indemnify and reimburse us for such Taxes and all costs and expenses related thereto.
13.8 If we have not received payment within 30 days of the due date, and without prejudice to any other rights and remedies we may have: we may, without liability to you, disable your password, account and access to all or part of the Services, and suspend or remove publication of your Events and/or Organiser pages on the Site, and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Royal Bank of Scotland base rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
14. Intellectual property rights in the Services.
14.1 All material, including without limitation information, data, software, text, design elements, graphics, images and other content contained in or delivered via the Services or otherwise made available by us in connection with the Services, but excluding your Content, (collectively, "Site Content") is owned by us and our licensors and you shall gain no rights in or to any such Site Content save as expressly set out in these Terms. Any rights not expressly granted herein are reserved.
14.2 Except as expressly authorised by us in writing or in connection with your use of the intended functionality of the Services, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Site Content, or post any Site Content on any other web site or in a networked computer environment for any purpose.
14.3 We hereby grant you a non-exclusive and royalty-free licence (the "Brand Licence") to use certain of our trade marks solely for the purpose of promoting the Event and use of the Site by Users. Details of the trade marks so licensed, together with guidelines and requirements for use can be found in our Brand Guidelines. We reserve the right to amend or modify the Brand Guidelines from time to time and will publish details of any changes on the Site. You agree that: when using the trade marks the you will include the following notice "The marks "HORSE MONKEY", and the Horse Monkey logo are owned by Horse Monkey Limited and are used under licence"; you acknowledge that you do not have any right, title or interest in or to the trade marks. All goodwill resulting from your use of the trade marks shall inure to our benefit; and we may terminate the Brand Licence in whole or in respect of any specified trade mark at will.
15.1 You agree to defend, indemnify and hold Horse Monkey Limited, and its affiliates, and each of its and their respective officers, directors, agents, co-branders, other partners, and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable legal and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise), or investigation made by any third party (each a "Claim") due to or arising out of: your Content; your or any of your affiliates, or any of your or your affiliates officers, directors, agents or employees, use of, contribution to or connection with the Services or violation of any rights of another; your Event(s); and your violation of any of these Terms.
15.2 We shall provide notice to you of any such Claim, provided that the failure or delay by us in providing such notice shall not limit your obligations hereunder.
15.3 We reserve the right to assume the exclusive defence and control of any matter which is subject to indemnification under this Section 9, and in such case, you agree to cooperate with all reasonable requests in assisting our defence of such matter.
16. Limitation of liability
16.1 Nothing in these Terms shall exclude or limit our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; or any other liability to the extent that it is not permitted to be excluded or limited by applicable law or regulation.
16.2 Subject to Section 13.1, we shall have no liability in respect of: indirect or consequential losses; loss of profits; loss of business; loss of revenue; depletion of goodwill and/or similar losses; loss of anticipated savings; loss or corruption of data or information; special, incidental, punitive or consequential loss or damage, irrespective of whether such liability is based in contract, tort (including, but not limited to negligence) and otherwise, and howsoever arising.
16.3 We are not responsible for, and shall have no liability in respect of any content, products, services, actions or inactions of any other user of the Site or third party before, during and/or after an Event.
16.4 You acknowledge that we have no control over and do not guarantee the truth or accuracy of any users' content or listings, or the ability of any user to perform, or actually complete a transaction.
16.5 We are not affiliated with, and have no agency or employment relationship with, any third party service provider used in conjunction with the Services (including, without limitation, any payment service), and we shall have no responsibility for, and hereby disclaim all liability arising from, the acts or omissions of any such third party service provider.
16.6 Subject to the other provisions of this Section 14, our liability arising out of or in connection with the Services will be limited to an amount equal to the fees paid or payable in respect of the Event in respect of which the event or circumstances giving rise to the liability occurred.
17. Third Party Providers
18. FORCE MAJEURE
We shall have no liability to you under these Terms if we are prevented from or delayed in performing our obligations under these Terms, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or that of any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
No failure or delay by us to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
20. RIGHTS AND REMEDIES
Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
21.1 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
21.2 If any provision or part-provision of these Terms is deemed deleted under Section 20.1 we shall be entitled to substitute a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
22. ENTIRE AGREEMENT
22.1 These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
22.2 You acknowledge that in accepting these Terms you do not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
22.3 You shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms.
We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under these Terms.
24. NO PARTNERSHIP OR AGENCY
Nothing in these Terms is intended to or shall operate to create a partnership between us and you, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
25. THIRD PARTY RIGHTS
These Terms do not confer any rights on any person or party (other than the parties to these Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
26.1 Any notice required to be given under these Terms shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post or email as follows: to us, at the address details given in Section 1.2; and to you, at the address given when you register for the Services, as you may update from time to time.
26.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at 9 am on the next business day following transmission
27. GOVERNING LAW
These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).