Terms and Conditions
1
These Terms
1.1
What these Terms Cover: These Terms contain the terms and
conditions on which we supply the App to you, whether the App comprises of
services and/or digital content. Please read these Terms carefully before you
accept these Terms.
1.2
How to tell us about problems: If you have any questions or complaints about the App,
please contact us to discuss (using our contact details below). You can write
to us by email using the contact details below.
1.3
Our contact details:
Sappho Art Ltd, a company registered in England and Wales. Our company
registration number is 15531591.
Geographical address: 71-75 Shelton Street, Covent Garden, London WC2H
9JQ, United Kingdom
Email address: info@sapphoart.com
2
Introduction
2.1
These terms and conditions (Terms) are entered
into between Sappho
Art Ltd a company
registered in England and Wales, with company registration number 15531591 (we, us or our)
and you, together the Parties and each a Party. In these Terms, you or your means (as
applicable) the person or entity registered with us or using the App.
2.2
If you are using the App on behalf of your employer or a
business entity, you, in your individual capacity, represent and warrant that
you are authorised to act on behalf of your employer or the business entity and
to bind the entity and the entity’s personnel to these Terms.
2.3
We provide an App where artists and art exhibition hosts
( Hosts) and art enthusiasts (Attendees) can connect and transact
to sell and purchase tickets for events, classes, conferences, talks and
exhibitions provided by Hosts. Hosts can also run competitions that allow
artists (Applicants) to display their art at an exhibition or Event (Open
Calls), and together these services form the Application or the App.
3.1
You accept these Terms by accepting these Terms on the App.
3.2
You must be at least 18
years old to use the App as a Host. You must be at least 16 years old to use the App
as an Attendee or an Applicant. If you are under
18 years old, you represent and warrant that you have permission from your
parent or legal guardian to access and use the App, and they have accepted
these Terms on your behalf.
3.3
We may amend these Terms at any time, by providing
written notice to you (including via the App). By clicking “I accept” or
continuing to use the App after the notice or 30 days after notification
(whichever date is earlier), you agree to the amended Terms. If you do not
agree to the amendment and it adversely affects your rights, you may delete
your Account with effect from the date of the change in these Terms using the
settings in your Account. If you delete your Account, you will no longer be
able to purchase tickets, host Events or use some other features of the App on
and from the date of deletion.
3.4
If you access or download our mobile application from (1)
the Apple App Store, you agree to any Usage Rules set forth in the App Store
Terms of Service or (2) the Google
Play Store, you agree to the Android, Google Inc. Terms and Conditions
including the Google Apps Terms of Service.
3.5
Your use of third party APIs may be subject to their
terms of use.
3.6
Subject to your compliance with these Terms, we grant you
a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable
licence to download and use our App in accordance with these Terms. All other uses are prohibited without our
prior written consent.
3.7
When using the App, you must not do or attempt to do
anything that is unlawful or inappropriate, including:
(a) anything that would constitute a
breach of an individual’s privacy (including uploading private or Personal Data
without an individual's consent) or any other legal rights;
(b) using the App to defame, harass,
threaten, menace or offend any person;
(c) using the App for unlawful purposes;
(d) interfering with any user of the App;
(e) tampering with or modifying the App
(including by transmitting viruses and using trojan horses);
(f) using the App to send unsolicited
electronic messages;
(g) using data mining, robots, screen
scraping or similar data gathering and extraction tools on the App; or
(h) facilitating or assisting a third
party to do any of the above acts.
3.8
Beta Launch and Services: If we provide you with access
to any new or beta services, you acknowledge that because of the developmental
nature of such services, you use them at your own risk and we have no
obligation to maintain or provide error corrections. Any new or beta services
we provide you with access to are for evaluation purposes only and not for
production use, and we may discontinue those services at any time at our sole
discretion.
4
Accounts
4.1
You may browse Event Listings on the App
without an account. If you wish to purchase a ticket or register your
attendance for an Event, create an Event Listing, create or respond to an Open
Call or use any of the App’s other features, you must register on the App and create an Account (Account).
4.2
Your Account can be used in a Host, Attendee
and Applicant capacity.
4.3
You must provide basic information when registering for
an Account including your first name, last name, company name and company
number (if applicable) and email address and you must choose a display name and
password. As
a Host, you must link your Stripe Connect account to your Account before you
may start selling tickets. The username you choose must not (1) be offensive or
in other ways insulting or (2) contain characteristics which belong to a third
party, including names of famous persons, or personal names to which you do not
own the rights.
4.4
Once you have registered an Account, your Account
information will be used to create a profile which you may then curate.
4.5
You agree to provide and maintain up to date information
in your Account and to not share your Account password with any other person.
Your Account is personal and you must not transfer it to others.
4.6
You are responsible for keeping your Account details and
your username and password confidential and you will be liable for all activity
on your Account, including purchases made using your Account details. You agree
to immediately notify us of any unauthorised use of your Account.
4.7
You acknowledge and agree that we have no control over
the actions of any third-party providers and your Stripe Merchant account may
be subject to additional terms and conditions.
4.8
We may make access to and use of certain parts of the App
subject to conditions or requirements, including identity verification,
cancellation history and quality of services You agree to be bound by and to
comply with these conditions or requirements.
5
App summary
5.1
The App is a marketplace and social media App where Attendees and Hosts can promote art exhibitions, Open Calls and Events, and
sell and purchase tickets for Events. We provide the App (including hosting and
maintaining the App) to users, facilitate the processing of payments (through
third party providers) between Applicants, Attendees and Host and provide promotional opportunities for Hosts (together
the Sappho Services). We will provide the Sappho Services in accordance with
this Agreement and all applicable laws, and we warrant to you that the Sappho Services
will be provided using reasonable care and skill. You understand and agree that
we only make available the Sappho Services. We are not party to any agreement
entered into between an Attendee or
Applicant and a Host and we have no control over the
conduct of Hosts,
Applicants, Attendees or any other users of the App.
5.2
A Host wanting to sell tickets creates an Account on the App and
posts an accurate and complete description of the event (including any
applicable art on display) (Event), including the fees (Ticket Price),
details on the time, location, age restrictions), catering and any other
information the Attendee will need to consider before purchasing a ticket to
the Event (Event Listing).
5.3
It is the responsibility of the Host to manage and check
the details of an Event Listing, including the Event description, number of
tickets available, location, time, pricing and maximum number of Attendees,
before publishing it on our App and to update it as may be required. Hosts will
only be able to update the details of a published Event Listing by contacting
us via email at info@sapphoart.com.
5.4
If you are a Host, we may review your request to post
Event Listing(s) before approving the request(s). We may request additional
information, including company information (if not already provided) and
details of proposed Events (including their terms and conditions if applicable)
you wish to promote on our App. If you do not provide us with information we
reasonably request, we may refuse to create an Event Listing for you.
5.5
If you provide us with any information which indicates
you are not a fit and proper person to host Events or if we believe your Event
Listing is inaccurate or may breach these Terms, we may refuse to admit your
Event Listings, in our sole discretion.
5.7
An Attendee wanting to buy services creates an Account on
the App to view and browse Event Listings and Open Calls.
5.8
An Attendee may indicate their intention to attend an
Event, as set out on the App. Some Events may be free to attend, and others may
be paid. Where the Event Listing relates to a paid Event, an Attendee may
purchase a ticket to the Event through the App (Ticket). Any Ticket
purchase by the Attendee is an offer by the Attendee to purchase a particular
Ticket or Tickets for the price notified (which include the Ticket Price,
Service Fee and any other charges and taxes).
5.9
The Attendee is responsible for checking the Event registration
details, including selected tickets, quantity of tickets, venue, time and
pricing, before through the App.
5.10
When the Attendee registers and pays on the App and
payment has been validated (or, if the Attendee registers for a ticket for a
free Event, when they register), we will provide the Attendee with a copy of
the ticket(s) and a receipt which will be available on the ‘My Tickets’ page of
your Account.
5.11
The Host may require Attendees to be at least 18 years
old to attend some Events. Attendees may be required to provide suitable and
valid proof of age and identification to be admitted to an Event.
5.12
Hosts agree to accept all tickets to their Event Listing
purchased through our App, when admitting Attendees to the relevant Event.
5.13
The Host is solely responsible for the risk of
counterfeit and stolen tickets and the Host agrees to indemnify us in respect
of all losses suffered or incurred by you in connection with counterfeit or
stolen tickets.
5.14
Attendees and Hosts may enter into written agreements in
relation to the purchasing of tickets. To the extent there is inconsistency
between any additional terms and conditions and these Terms, these Terms will
prevail.
5.15
Hosts must include all additional terms and conditions
relating to their services in the relevant Event Listing or must clearly state
that there are additional terms and conditions. By sending a Purchase Request,
an Attendee is accepting the additional terms and conditions of the relevant Host.
5.16
A Host can also create Open Call
competitions inviting artists to apply to have their art displayed at an
upcoming event. To create an Open Call, the Host must provide the information
requested by us in the Open Call form on the Platform, which may include
details of the event and the fee to be charged to Applicants for entering the
Open Call (Open Call Fee).
5.17
If you are a Host, we may review your
request to post Open Calls(s) before approving the request(s). We may request
additional information, including company information (if not already provided)
and details of proposed Open Calls (including their terms and conditions if
applicable) you wish to promote on our App. If you do not provide us with
information we reasonably request, we may refuse to create an Open Call listing
for you. For the avoidance of doubt, we reserve the right to review Open Call
requests and verify the information contained within the Open Call request, but
are under no obligation to do so.
5.18
Where you are an
Applicant, you may browse Open Calls on the App, and apply to any Open Calls
that you are interested in (Open Call Application). You are solely responsible for assessing the suitability of an Open
Call, and ensuring that your Open Call Application meets any entry criteria set
by the Host.
5.19
It is the Host’s
responsibility to be available to assist Applicants who have questions about
your Open Call.
5.20
When the Open Call
deadline has closed, the Host must select a winner (or multiple winners
depending on the terms of the Open Call) (Open Call
Winner). The Host must notify the Open Call Winner of their
winning application through the App, and communicate further details regarding
the Event where the Open Call Winner’s artwork will be displayed. Despite
anything to the contrary, to the maximum extent permitted by law, where you are
a Host, we will not be liable for and you waive and release us from and against
any Liability arising from or in connection with an Open Call Application or
any decision made by you in respect of an Open Call.
5.21
Where you are an
Applicant, you acknowledge and agree that we are not involved in and are not
responsible for, any decision making as to the winner of an Open Call. Despite
anything to the contrary, to the maximum extent permitted by law, we will not
be liable for and you waive and release us from and against any Liability
arising from or in connection with any decision made by a Host in respect of an
Open Call Winner or your Open Call Application.
5.22
We do not endorse,
guarantee, or assume responsibility for any Open Call content, selection
criteria, terms, or conditions set by Hosts. Applicants are advised to
carefully review all Open Call details before participating in the Open Call.
5.23
We make no guarantees
regarding the quality, safety, or appropriateness of any event or artwork
associated with Open Calls (including the Event). The Parties acknowledge and
agree that Applicants and Hosts participate in Open Calls at their own risk.
6
Communication
6.1
We may contact you via the App using in-Account
notifications through the direct message function on the App, or via off-App
communication channels, such as via email.
6.2
Attendees, Applicants and Hosts must not use the contact
details to organise the provision of the services off the App, or otherwise to
attempt to circumvent the payment of Service Fees to us.
7
Payments
7.1
As an Attendee, you agree to pay (and your chosen
payment method will be charged) the Ticket Price at the time you purchase a
ticket or tickets to an Event Listing.
7.2
As an Applicant, you agree to pay (and your chosen
payment method will be charged) the Open Call Fee at the time you submit your
Open Call Application. You acknowledge and agree that the Open Call Fee is a
fee for the submission of an application to the Open Call, and does not
guarantee that your Open Call Application will be successful. For the abundance
of clarity, you will not be entitled to a refund of the Open Call Fee where your
Open Call Application is unsuccessful.
7.3
In consideration for providing the App, we will charge
the service fees (including any third-party payment processing fees) to the Attendee or
Applicant as set out on
the App (Service Fee). You agree to:
(a) where you are acting as an Attendee,
pay the Service Fee at the same time you pay the Ticket Price; and
(b) where you are acting as an Applicant,
pay the Service Fee at the same time you pay the Open Call Fee.
7.4
When an Attendee purchases a ticket and upon receipt of
the Ticket Price from the Attendee, our third party payment processor (Stripe)
will hold the Ticket Price (minus our Service Fee) until such time as the Host
has completed the services in the Event Listing, or until such time as the Ticket
Price is refunded to the Attendee (if the Attendee is entitled to a refund in
accordance with clause 8 of these Terms).
7.5
When an Applicant pays an Open Call Fee and upon receipt
of the Open Call Fee from the Applicant, our third party payment processor
(Stripe) will hold the Open Call Fee (minus our Service Fee) until such time as
the Host has selected an Open Call Winner in accordance with the terms of the
Open Call.
7.6
The payment methods we offer for the Service Fees, Open
Call Fees and Ticket Price are set out on the App.
7.7
You must not pay, or attempt to pay, the Ticket Price,
Open Call Fees or the Service Fees by fraudulent or unlawful means. If you make
a payment by debit card or credit card, you warrant that you are authorised to
use the debit card or credit card to make the payment. If payment is made by
direct debit, by providing your bank account details and accepting these Terms,
you authorise our nominated third party payment processor to debit your account
in accordance with these Terms and you certify that you are either an account
holder or an authorised signatory on the account for which you provide details.
7.9
We do not store any credit card details, and all payment
information is collected and stored through our third-party payment processor.
8
Refunds and Cancellation Policy
8.1
The cancellation, variation, or refund of any services ordered on this App is strictly a
matter between the relevant Attendee and/or Applicant and Host, subject
to the following clauses:
(a) where a Host cancels an Event Listing
before the date of the Event, we will issue a full refund of the Ticket Price
and the Service Fee to affected Attendees;
(b) where a Host cancels an Open Call
before the application deadline, we will issue a full refund of the Open Call
Fee and the Service Fee to affected Applicants;
(c) where a Host postpones an Event
before the date of the Event and proposes a rescheduled date, or significantly
relocates or updates the Event, and an Attendee is unable to attend the new Event,
Attendees will be entitled to apply to the Host within a reasonable time for a
refund. The decision on whether to issue a refund is at the sole discretion of
the Host. We will, issue refunds of the Ticket Price and the Service Fee to
affected Attendees on the instructions of the Host. For the avoidance of doubt,
each Attendee refund request will be dealt with on a case-by-case basis and in
accordance with the Host’s terms and conditions. We reserve the right to refuse
an Attendee refund request where the request was not made within a reasonable
time of the Event. Where an Attendee requests a refund after the rescheduled Event
(and after we have released the Ticket Price to the Host), Attendees must
liaise directly with the Host; and
(d) any Service Fee that we refund to an
Attendee or Applicant shall be a debt due and payable by the Host to us, and we
may deduct this Service Fee from any future Ticket Price or Open Call Fee
payable to the Host.
8.2
The terms and conditions agreed to between the Host and the
Attendee must be set
out clearly in the relevant Event Listing. Should the Host and
Attendee agree to a
refund of the Ticket Price, both the Host and Attendee acknowledge and agree that the Ticket
Price is only refundable in accordance with the Attendees’ consumer law rights and these Terms.
8.3
For disputes between Attendees
and/or Applicants and Hosts, we encourage Parties to attempt to resolve disputes
(including claims for returns or refunds) with the other Party directly and in
good faith, either on the App or through external communication methods. In the
event that a dispute cannot be resolved through these means, the Parties may
choose to resolve the dispute in any manner agreed between the Parties or
otherwise in accordance with applicable laws.
8.4
This clause will survive the termination or expiry of
these Terms.
9.1
All intellectual property (including copyright)
developed, adapted, modified or created by us or our personnel (including in
connection with the Terms, any content on the App, and the products) (Our Intellectual Property) will at all
times vest, or remain vested, in us.
9.2
We authorise you to use Our Intellectual Property solely
for the purposes for which it was intended to be used.
9.3
You must not, without our prior written consent:
(a) copy, in whole or in part, any of Our
Intellectual Property;
(b) reproduce, retransmit, distribute,
disseminate, sell, publish, broadcast or circulate any of Our Intellectual
Property to any third party; or
(c) breach any intellectual property
rights connected with the App, including (without limitation) altering or
modifying any of Our Intellectual Property; causing any of Our Intellectual
Property to be framed or embedded in another website; or creating derivative
works from any of Our Intellectual Property.
9.4
Nothing in the above clause restricts your ability to
publish, post or repost Our Intellectual Property on your social media page or
blog, provided that:
(a) you do not assert that you are the
owner of Our Intellectual Property;
(b) unless explicitly agreed by us in
writing, you do not assert that you are endorsed or approved by us;
(c) you do not damage or take advantage
of our reputation, including in a manner that is illegal, unfair, misleading or
deceptive; and
(d) you comply with all other terms of
these Terms.
9.5
This clause will survive the termination or expiry of
these Terms.
10
Content you upload
10.1
You may be permitted to post, upload, publish, submit or
transmit relevant information and content including details, photos and videos
of Events and artwork on display (User
Content) on the App. We may run campaigns via the App and via social media
that encourage you to post User Content on social media using specific hashtags
(#) (Tag). For the avoidance of
doubt, the User Content of Event Listings and Open Call applications will
remain the intellectual property of the Host or Applicant who posted it. We do
not own or have any interest in the intellectual property or User Content
included in any Event Listing. The Host and Applicant warrants that they own
all intellectual property contained in their User Content and that they have not infringed the right of
any third party when using our Services.
10.2
If you make any User Content available on or through the App,
including on social media using a Tag, you grant to us a worldwide,
irrevocable, perpetual, non-exclusive, transferable, royalty-free licence to
use the User Content, with the right to use, view, copy, adapt, modify,
distribute, license, transfer, communicate, publicly display, publicly perform,
transmit, stream, broadcast, access, or otherwise exploit such User Content on,
through or by means of the App and our social media Apps. We agree to only
modify User Content to the extent reasonably required by us. You may request
that any of your User Content is removed from the App or social media by
sending us an email to the address at the end of these Terms. We will endeavour
to action any removal requests within a reasonable time.
10.3
You agree that you are solely responsible for all User
Content that you make available on or through the App, including on social
media using a Tag. You represent and warrant that:
(a) you are either the sole and exclusive
owner of all User Content or you have all rights, licences, consents and
releases that are necessary to grant to us the rights in such User Content (as
contemplated by these Terms); and
(b) neither the User Content nor the
posting, uploading, publication, submission or transmission of the User Content
or our use of the User Content on, through or by means of our App (including on
social media) will infringe, misappropriate or violate a third party’s
intellectual property rights, or rights of publicity or privacy, or result in
the violation of any applicable law or regulation.
10.4
We do not endorse or approve, and are not responsible
for, any User Content. We may, at any time (at our sole discretion), remove any
User Content.
10.5
This clause will survive the termination or expiry of
these Terms.
11
Warranties
11.1
You represent, warrant and agree that:
(a) you will not use our App, including
Our Intellectual Property, in any way that competes with our business;
(b) there are no legal restrictions
preventing you from entering into these Terms;
(c) all information and documentation
that you provide to us in connection with these Terms is true, correct and
complete;
(d) where you are a Host, you are responsible for complying
with all laws, rules and regulations which apply to providing the services in your Event Listings and Open Calls;
(e) where you are a Host, you are appropriately qualified,
and have any required skills, knowledge or training, to provide the services; and
(f) where you are a Host, you are solely responsible for
determining which Open Calls to run, events to host, the timing, location and
the price you charge for tickets or Open Calls. You are not our employee and are not
entitled to any employment benefits. We do not supervise, direct or control any
of the services
you offer. We
do not set your fees, work hours, your schedule or your location. We do not
provide you with training, equipment or tools or any materials to provide your services. You are responsible for any taxes
payable on any fee you receive for your services.
12.1
We understand that protecting
your Personal Data is important. We set out how we handle your Personal Data in
our Privacy Policy, available on our website.
12.2
We process Attendees' Personal
Data, and Hosts process Attendees' Personal Data (for example, the Attendee's
name and email address) as separate and independent controllers. This means
that we and the Host are responsible for the Personal Data we each process.
12.3
Where you are a Host, you agree to:
(a) comply with
all obligations under the Data Protection Act 2018, and all other data
protection laws applicable to the processing of Attendee Personal Data;
(b) only
process Attendees' Personal Data that you receive through the App exclusively
for the purpose(s) for which you received the Personal Data under and/or in
connection with these Terms; and
(c) delete all Attendee
Personal Data you receive in connection with the App and/or these Terms
immediately after the respective purpose(s) has/have been fulfilled, except to
the extent you are legally required to retain the Personal Data.
12.4
Despite anything to the
contrary, to the maximum extent permitted by law, if we and you (as a Host) are found to be joint data controllers of Attendees' Personal Data, you
(as a Host) are liable for, and agree to
indemnify us and hold us harmless in respect of, any Liability that we may
suffer, incur or otherwise become liable for, arising from or in connection
with your breach of this clause 12 or any applicable data
protection laws.
13.1 Neither
Party may benefit from the limitations and exclusions set out in this clause 13 in respect of any liability
arising from its deliberate
default.
13.2 The restrictions on liability
in this clause 13 apply to every liability arising under or in
connection with this Agreement including liability in statute, contract,
equity, tort (including negligence), misrepresentation, restitution, indemnity
or otherwise.
13.3
Nothing in this Agreement limits any
Liability which cannot legally be limited, including Liability for:
(a)
death or personal injury caused by
negligence;
(b)
fraud or fraudulent misrepresentation;
(c)
breach of the terms implied by section 2 of
the Supply of Goods and Services Act 1982 (title and quiet possession); and
(d)
defective products under the Consumer
Protection Act 1987.
13.4
This clause 13.4 applies to
the extent that the App is considered digital content. If the App is defective
and it damages a device or digital content belonging to you and this is caused
by our failure to use reasonable care and skill, we will either repair the
damage or pay you compensation. However, we will not be liable for damage which
you could have avoided by following our advice to apply an update offered to
you free of charge or for damage which was caused by you failing to correctly
follow installation instructions or to have in place the minimum system
requirements advised by us.
13.5
To the maximum extent permitted by law, we will not be
liable for, and you waive and release us from and against, any Liability caused
or contributed to by, arising from or connected with:
(a) any Third Party Services, or any
unavailability of the App due to a failure of the Third Party Services;
(b) any aspect of the Attendee and Host
interaction including the services offered by the Host, the description
of the services
requested or
offered, any advice provided, the performance of services or by the Host;
(c) loss of, or damage to, any ticket, or
any injury or loss to any person as a result of attending an Event;
(d) the Sappho Services being
unavailable, or any delay in us providing the Sappho Services to you, for
whatever reason; or
(e) breach of the Terms or any law,
Where caused or contributed by any:
(f) event or circumstance beyond our
reasonable control; or
(g) act or omission of you or your
related parties,
and, in any event, any defect, error, omission or lack of functionality
or suitability (or the absence of, or reduction in, any anticipated result,
outcome or benefit) with respect to the tickets or any related Event.
13.6
Subject to clause 13.1 (no
limitation in respect of deliberate default), clause 13.4 (damage
caused by defective digital content) and clause 13.3 (liability
which cannot legally be limited), but despite anything to the contrary, to the
maximum extent permitted by law:
(a)
if you use the App for any commercial,
business or re-sale purpose we will have no liability to you for liability
involving any loss of profit, loss of business, business interruption, or loss
of business opportunity;
(b)
a party’s liability for any liability under
this Agreement will be reduced proportionately to the extent the relevant
liability was caused or contributed to by the acts or omissions of the other
party, including any failure by that other party to mitigate its loss; and
(c)
our
maximum aggregate liability arising from or in connection with the Terms
(including the tickets and/or the subject matter of the Terms) will be limited
to, and must not exceed, £100;
whether
under statute, contract, equity, tort (including negligence), indemnity or
otherwise.
13.7
Subject to clauses 13.1 (no
limitation in respect of deliberate default), clause 13.4 (damage
caused by defective digital content) and 13.3 (liability
which cannot legally be limited), but despite anything to the contrary, if
either Party fails to comply with this Agreement, neither Party will be
responsible for any losses that the other Party suffers as a result, except for
those losses which are a foreseeable consequence of the failure to comply with
this Agreement.
13.8
We have given commitments as to the
compliance of the App with this Agreement and applicable Laws in clause 5.1. In view of
these commitments, the terms implied by sections 3, 4 and 5 of the Supply of
Goods and Services Act 1982 are, to the maximum extent permitted by law,
excluded from this Agreement.
13.9
Despite anything to the
contrary, to the maximum extent permitted by law, where you are a Host, you are
liable for, and agree to indemnify us and hold us harmless in respect of, any
Liability that we may suffer, incur or otherwise become liable for, arising
from or in connection with:
(a)
any breach by you of any provision of these
Terms;
(b)
your use of the Sappho Services in violation
of these Terms;
(c)
your breach of any applicable law, rule or
regulation;
(d)
you or any of your personnel infringing the
right of any third party (including intellectual property rights); and
(e)
a claim that our use or enjoyment of any part
of the Sappho Services infringes the rights of any third party (including
intellectual property rights).
13.10
This clause will survive the termination or
expiry of these Terms.
14.1
Your Account and these Terms may be terminated by you at
any time, by sending notice of your intention to delete your Account to us by
email using our contact details set out in Clause 1.2 of these Terms.
14.2
We may terminate these Terms and delete your Account
immediately in the event that you:
(a) you violate
or breach these Terms or any other agreement between you and us, or if you fail
to pay any amounts when due;
(b) you misuse or
abuse the Sappho Services, or use the Sappho Services in a way not intended or
permitted by us;
(c) you breach
the terms of a Host while in attendance at one of their Events; and
(d) allowing you
to access the Sappho Services would infringe or breach any relevant applicable
laws or regulations.
14.3
These Terms will terminate immediately upon written
notice by a Party (Non-Defaulting Party)
if:
(a) the other Party (Defaulting Party) breaches a material term of these Terms and that
breach has not been remedied within 10 Business Days of the Defaulting Party
being notified of the breach by the Non-Defaulting Party; or
(b) the Defaulting Party is unable to pay
its debts as they fall due.
14.4
Should we suspect that you are in breach of these Terms,
we may suspend your Account while we investigate the suspected breach.
14.5
Upon expiry or termination of these Terms:
(a) we will remove your access to the App;
(b) we will immediately cease providing
the Sappho Services;
(c) where you are an Attendee, we will cancel any purchased
tickets and you will lose any Ticket Price and other amounts paid;
(d) where you are a Host, we will cancel any existing purchased
tickets, remove all your Event Listings and refund the relevant Attendees in
accordance with the Refunds and Cancellation Policy clause; and
(e) where we terminate the Terms as a
result of your unrectified default, you also agree to pay us our reasonable
additional costs directly arising from such termination, including recovery
fees.
14.6
Termination of these Terms will not affect any rights or
liabilities that a Party has accrued under it.
14.7
This clause will survive the termination or expiry of
these Terms.
15
Host insurance
15.1
As a Host, we may request that you provide
evidence of your insurance. Where we do so, we are not confirming that the
insurance you have is sufficient or suitable for the services you choose to provide to Attendees.
If we do not ask you to provide evidence of insurance this does not indicate
that we believe you do not require insurance. You acknowledge and agree it is
your responsibility to make your own investigations and receive professional
advice on the insurance you require.
16.1
To the extent that you are using or accessing our App on
an iOS device, you further acknowledge and agree to the terms of this clause.
You acknowledge that these Terms are between you and us only, not with Apple
Inc. (Apple), and Apple is not
responsible for the App and any content available on the App.
16.2
Apple has no obligation to furnish you with any
maintenance and support services with respect to our App.
16.3
If our mobile application fails to conform to any
applicable warranty, you may notify Apple and Apple will refund the purchase
price of the mobile application to you. To the maximum extent permitted by
applicable law, Apple will have no other warranty obligation whatsoever with
respect to the mobile application and any other claims, losses, liabilities,
damages, costs or expenses attributable to any failure to conform to any
warranty will be our responsibility.
16.4
Apple is not responsible for addressing any claims by you
or any third party relating to our mobile application or your use of our mobile
application, including but not limited to (1) product liability claims; (2) any
claim that our mobile application fails to conform to any applicable legal or
regulatory requirement; and (3) claims arising under consumer protection or
similar legislation.
16.5
Apple is not responsible for the investigation, defence,
settlement and discharge of any third-party claim that our mobile application
infringes that third party’s intellectual property rights.
16.6
You agree to comply with any applicable third-party terms
when using our mobile application, including any Usage Rules set forth in the
Apple App Store Agreement of Service.
16.7
Apple and Apple’s subsidiaries are third-party
beneficiaries of these Terms, and upon your acceptance of these Terms, Apple
will have the right (and will be deemed to have accepted the right) to enforce
these Terms against you as a third-party beneficiary of these Terms.
16.8
You hereby represent and warrant that (1) you are not
located in a country that is subject to a U.S. Government embargo, or that has
been designated by the U.S. Government as a "terrorist supporting"
country; and (2) you are not listed on any U.S. Government list of prohibited
or restricted parties.
17.1
Assignment: Subject to the below clause 17.2, a Party must not assign or deal
with the whole or any part of its rights or obligations under these Terms
without the prior written consent of the other Party (such consent is not to be
unreasonably withheld).
17.2 Assignment of Debt: You agree
that we may assign or transfer any debt owed by you to us, arising under or in
connection with these Terms, to a debt collector, debt collection agency, or
other third party.
17.3
Confidentiality: Other than where the disclosure is
permitted by law, each Party agrees not to disclose any confidential
information it may access on or through the App to a third party, or otherwise
misuse such confidential information. Confidential
information may include confidential information supplied to you by us, by an
Attendee, an Applicant, or by a Host.
17.4 Disputes:
Alternative dispute resolution is a process
where an independent body considers the facts of a dispute and seeks to resolve
it, without you having to go to court. If you are not happy with how we have
handled any complaint, you may want to contact the alternative dispute
resolution provider we use. You can submit a complaint to The Centre for
Effective Dispute Resolution via their website at https://www.cedr.com/. The
Centre for Effective Dispute Resolution will not charge you for making a
complaint and if you are not satisfied with the outcome you can still bring
legal proceedings.
17.5
Entire Terms: Subject to your consumer law
rights, these Terms contains the entire understanding between the Parties and
the Parties agree that no representation or statement has been made to, or
relied upon by, either of the Parties, except as expressly stipulated in these
Terms, and these Terms supersedes all previous discussions, communications,
negotiations, understandings, representations, warranties, commitments and
agreements, in respect of its subject matter.
17.6
Force Majeure: Neither Party will be liable for any
delay or failure to perform their respective obligations under these Terms if
such delay or failure is caused or contributed to by a Force Majeure Event,
provided the Party seeking to rely on the benefit of this clause, as soon as
reasonably practical, notifies the other party in writing about the Force
Majeure Event and the extent to which it is unable to perform its obligations,
and uses reasonable endeavours to minimise the duration and adverse
consequences of the Force Majeure Event.
17.7
Further assurance: You agree to promptly do all things
and execute all further instruments necessary to give full force and effect to
these Terms and your obligations under it.
17.8
Governing law: These Terms are governed by the laws
of England and Wales. Each Party irrevocably and unconditionally submits to the
exclusive jurisdiction of the courts operating in England and Wales and any
courts entitled to hear appeals from those courts and waives any right to
object to proceedings being brought in those courts.
17.9
Notices: Any notice given under these Terms
must be in writing addressed to us at the details set out below or to you at
the details provided in your Account. Any notice may be sent by standard post
or email, and will be deemed to have been served on the expiry of 48 hours in
the case of post, or at the time of transmission in the case of transmission by
email.
17.10
Publicity: You agree that we may advertise or
publicise the broad nature of our supply of the Sappho Services to you,
including on our website or in our promotional material.
17.11
Relationship of Parties: These Terms are not intended to
create a partnership, joint venture, employment or agency relationship between
the Parties.
17.12
Severance: If a provision of these Terms is
held to be void, invalid, illegal or unenforceable, that provision is to be
read down as narrowly as necessary to allow it to be valid or enforceable,
failing which, that provision (or that part of that provision) will be severed
from these Terms without affecting the validity or enforceability of the
remainder of that provision or the other provisions in these Terms.
17.13
Third party sites: The Platform may contain links to
websites operated by third parties. Unless we tell you otherwise, we do not
control, endorse or approve, and are not responsible for, the content on those
websites. We recommend that you make your own investigations with respect to
the suitability of those websites. If you purchase goods or services from a
third party website linked from the Platform, such third party provides the
goods and services to you, not us.
18
Definitions
18.1
Force Majeure Event means any event or circumstance which is beyond a
Party’s reasonable control.
18.2
Intellectual Property means any copyright, registered or
unregistered designs, patents or trade marks, business names, get-up, goodwill,
domain names, know-how, inventions, processes, trade secrets or Confidential
Information, circuit layouts, software, computer programs, databases or source
codes, including any application, or right to apply, for registration of, and
any improvements, enhancements or modifications of, the foregoing.
18.3
Liability means any expense, cost, liability, loss,
damage, claim, notice, entitlement, investigation, demand, proceeding or
judgment (whether under statute, contract, equity, tort (including negligence),
misrepresentation, restitution, indemnity or otherwise), howsoever arising,
whether direct or indirect and/or whether present, unascertained, future or
contingent and whether involving a third party or a Party to these Terms
or otherwise.
18.4
Personal Data has the meaning given in the Data
Protection Act 2018.
Last
updated: 11 August 2025