Terms and Conditions
These Terms
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.
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.
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
Introduction
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.
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.
We provide an App where artists and art exhibition hosts (Event Hosts) and art enthusiasts (Attendees) can connect and transact to sell and purchase tickets for events, classes, conferences, talks and exhibitions provided by Event Hosts (Application or the App).
Acceptance and App Licence
You accept these Terms by accepting these Terms on the App.
You must be at least 18 years old to use the App as an Event Host. You must be at least 16 years old to use the App as an Attendee. 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.
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
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.
Your use of third party APIs may be subject to their terms of use.
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.
When using the App, you must not do or attempt to do anything that is unlawful or inappropriate, including:
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;
using the App to defame, harass, threaten, menace or offend any person;
using the App for unlawful purposes;
interfering with any user of the App;
tampering with or modifying the App (including by transmitting viruses and using trojan horses);
using the App to send unsolicited electronic messages;
using data mining, robots, screen scraping or similar data gathering and extraction tools on the App; or
facilitating or assisting a third party to do any of the above acts.
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.
Accounts
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 or use any of the App’s other features, you must register on the App and create an Account (Account).
Your Account can be used in both an Event Host and Attendee capacity.
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 an Event 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.
Once you have registered an Account, your Account information will be used to create a profile which you may then curate.
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.
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.
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.
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.
App summary
The App is a marketplace and social media App where Attendees and Event Hosts can promote art exhibitions 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 Attendees and Event Hosts and provide promotional opportunities for Event 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 and an Event Host and we have no control over the conduct of Event Hosts, Attendees or any other users of the App.
An Event 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).
It is the responsibility of the Event 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. Events Hosts will only be able to update the details of a published Event Listing by contacting us via email at info@sapphoart.com.
If you are an Event 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.
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.
It is the Event Host’s responsibility to be available to assist Attendees who have questions about your Event or require ticket changes.
An Attendee wanting to buy services creates an Account on the App to view and browse Event Listings.
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).
The Attendee is responsible for checking the Event registration details, including selected tickets, quantity of tickets, venue, time and pricing, before through the App.
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.
The Event 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.
Event Hosts agree to accept all tickets to their Event Listing purchased through our App, when admitting Attendees to the relevant Event.
The Event Host is solely responsible for the risk of counterfeit and stolen tickets and the Event Host agrees to indemnify us in respect of all losses suffered or incurred by you in connection with counterfeit or stolen tickets.
Attendees and Event 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.
Event 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 Event Host.
Communication
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.
Attendees and Event Hosts can communicate privately using our private messaging service. Attendees and Event Hosts must not communicate outside of the App until a booking has been made. Attendees and Event 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.
Payments
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.
In consideration for providing the App, we will charge the service fees (including any third-party payment processing fees) to the Attendee as set out on the App (Service Fee). You (the Attendee) agree to pay the Service Fee at the same time you pay the Ticket Price.
The payment methods we offer for the Service Fees and for the Ticket Price are set out on the App.
You must not pay, or attempt to pay, the Ticket Price 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.
You agree that we may set-off or deduct from any monies payable to you under these Terms, any amounts which are payable by you to us in connection with the App.
We do not store any credit card details, and all payment information is collected and stored through our third-party payment processor.
Refunds and Cancellation Policy
The cancellation, variation, or refund of any services ordered on this App is strictly a matter between the relevant Attendee and Event Host, subject to the following clauses:
where an Event 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;
where an Event 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 Event Host within a reasonable time for a refund. The decision on whether to issue a refund is at the sole discretion of the Event Host. We will, issue refunds of the Ticket Price and the Service Fee to affected Attendees on the instructions of the Event 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 Event 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 Event Host), Attendees must liaise directly with the Event Host; and
any Service Fee that we refund to an Attendee shall be a debt due and payable by the Event Host to us, and we may deduct this Service Fee from any future Ticket Price payable to the Event Host.
The terms and conditions agreed to between the Event Host and the Attendee must be set out clearly in the relevant Event Listing. Should the Event Host and Attendee agree to a refund of the Ticket Price, both the Event Host and Attendee acknowledge and agree that the Ticket Price is only refundable in accordance with the Attendees’ consumer law rights and these Terms.
For disputes between Attendees and Event 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.
This clause will survive the termination or expiry of these Terms.
Intellectual Property
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.
We authorise you to use Our Intellectual Property solely for the purposes for which it was intended to be used.
You must not, without our prior written consent:
copy, in whole or in part, any of Our Intellectual Property;
reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or
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.
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:
you do not assert that you are the owner of Our Intellectual Property;
unless explicitly agreed by us in writing, you do not assert that you are endorsed or approved by us;
you do not damage or take advantage of our reputation, including in a manner that is illegal, unfair, misleading or deceptive; and
you comply with all other terms of these Terms.
This clause will survive the termination or expiry of these Terms.
Content you upload
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 will remain the intellectual property of the Event Host who posted it. We do not own or have any interest in the intellectual property or User Content included in any Event Listing. The Event Host warrants that they own all intellectual property contained in their User Content and Event Listings and that they have not infringed the right of any third party when using our Services.
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.
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:
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
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.
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.
This clause will survive the termination or expiry of these Terms.
Warranties
You represent, warrant and agree that:
you will not use our App, including Our Intellectual Property, in any way that competes with our business;
there are no legal restrictions preventing you from entering into these Terms;
all information and documentation that you provide to us in connection with these Terms is true, correct and complete;
where you are an Event Host, you are responsible for complying with all laws, rules and regulations which apply to providing the services in your Event Listings;
where you are an Event Host, you are appropriately qualified, and have any required skills, knowledge or training, to provide the services; and
where you are an Event Host, you are solely responsible for determining which events to host, the timing, location and the price you charge for tickets. 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.
Data Protection
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.
We process Attendees' Personal Data, and Event Hosts process Attendees' Personal Data (for example, the Attendee's name and email address) as separate and independent controllers. This means that we and Event Hosts are responsible for the Personal Data we each process.
Where you are an Event Host, you agree to:
comply with all obligations under the Data Protection Act 2018, and all other data protection laws applicable to the processing of Attendee Personal Data;
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
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.
Limitations on liability
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.
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.
Nothing in this Agreement limits any Liability which cannot legally be limited, including Liability for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation;
breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and
defective products under the Consumer Protection Act 1987.
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.
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:
any Third Party Services, or any unavailability of the App due to a failure of the Third Party Services;
any aspect of the Attendee and Event Host interaction including the services offered by the Event Host, the description of the services requested or offered, any advice provided, the performance of services or by the Event Host;
loss of, or damage to, any ticket, or any injury or loss to any person as a result of attending an Event;
the Sappho Services being unavailable, or any delay in us providing the Sappho Services to you, for whatever reason; or
breach of the Terms or any law, Where caused or contributed by any:
event or circumstance beyond our reasonable control; or
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.
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:
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;
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
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.
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.
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.
Despite anything to the contrary, to the maximum extent permitted by law, where you are an Event 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:
any breach by you of any provision of these Terms;
your use of the Sappho Services in violation of these Terms;
your breach of any applicable law, rule or regulation;
you or any of your personnel infringing the right of any third party (including intellectual property rights); and
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).
This clause will survive the termination or expiry of these Terms.
Termination
We may terminate these Terms and delete your Account immediately in the event that you:
you violate or breach these Terms or any other agreement between you and us, or if you fail to pay any amounts when due;
you misuse or abuse the Sappho Services, or use the Sappho Services in a way not intended or permitted by us;
you breach the terms of an Event Host while in attendance at one of their Events; and
allowing you to access the Sappho Services would infringe or breach any relevant applicable laws or regulations.
These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
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
the Defaulting Party is unable to pay its debts as they fall due.
Should we suspect that you are in breach of these Terms, we may suspend your Account while we investigate the suspected breach.
Upon expiry or termination of these Terms:
we will remove your access to the App;
we will immediately cease providing the Sappho Services;
where you are an Attendee, we will cancel any purchased tickets and you will lose any Ticket Price and other amounts paid;
where you are an Event 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
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.
Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.
This clause will survive the termination or expiry of these Terms.
Event Host insurance
As an Event 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.
Notice regarding Apple
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.
Apple has no obligation to furnish you with any maintenance and support services with respect to our App.
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.
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.
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.
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.
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.
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.
General
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).
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.
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, or by an Event Host.
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.
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.
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.
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.
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.
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.
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.
Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
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.
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.
Definitions
Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control.
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.
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.
Personal Data has the meaning given in the Data Protection Act 2018.