Terms & Conditions
Terms and Conditions for our partner venues
These terms and conditions govern the relationship between us, The Collection by WSH, and you, as a provider of a Venue, and set out the basis on which we have agreed (amongst other things) to include your Profile on the Site. By allowing us to include your Profile on the Site you acknowledge and agree that you have read, understood and agreed to these terms and conditions.
- Our services
- We have agreed to include your Profile on the Site (and within associated marketing material whether online, mobile, in-app or hardcopy) for the purposes of introducing Clients to your Venue.
- Whilst we may manage or assist with the signing process for your contract with the Client, you contract direct with Clients in respect of any Bookings and, for the avoidance of doubt, we shall have no liability (whether to you or the Client) in respect of the same.
- Registration of your Venue with The Collection by WSH is free. There are no joining or annual membership fees; Commission is payable only on actual Bookings.
- Your Venue will only go live on the Site when: (i) the relevant agreement box has been ticked on the on-line registration form; and (ii) you have approved your Profile.
- In consideration of the Services we provide you will pay us the Commission.
- Within 3 days of the Booking you will notify us in writing of the estimated Total Spend.
- Within 3 days of an Event you will notify us in writing (with evidence on request) of the actual Total Spend and we will issue an invoice to you for the Commission due.
- You shall pay each invoice submitted by us:
- within 28 days of the date of the invoice; and
- in full and in cleared funds to the bank account nominated on the invoice, and
time for payment shall be of the essence.
- For the avoidance of doubt, payment of the Commission is not dependant on you having received full payment for the Event from the Client.
- If you fail to make a payment due to us under these terms and conditions by the due date, then, without limiting any other remedies we may have, you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
- You will notify us in writing of a cancellation of an Event (for any reason) providing details of all non-refundable amounts received by you from the Client in respect of such Event. We will issue an invoice to you for Commission on all amounts so received.
- If a Client makes any further booking with the Venue within 12 months of the Introduction, we shall be entitled to receive Commission on any such further bookings.
- Your obligations
- You will co-operate with us and promptly provide, at our request, all such information as is necessary to enable us to perform the Services.
- You represent and warrant that:
- the Content is and will remain at all times true, accurate and non-misleading. Any updates to the Content must be provided to us without delay;
- you own or are solely entitled to use the Content and we shall be entitled to see evidence to this effect on request;
- our use of the Content in accordance with these terms and conditions will not infringe the rights of any third party (including any Intellectual Property Rights).
- Intellectual Property
- All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any Content) shall be owned by The Collection by WSH.
- You grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use, copy and modify any Content (including any associated Intellectual Property Rights) for the purpose of providing the Services.
- You will indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim made by a third party for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with our use of the Content in accordance with these terms and conditions.
- Data Protection
- For the purpose of this Clause, Controller, Personal Data, Processor, Process, Processing, and Data Subject shall have the meanings given under the Data Protection Laws.
- Each party shall comply with the Data Protection Laws. Neither party shall by their act or omission cause the other party to breach Data Protection Laws. The parties acknowledge that the factual arrangement between them dictates the classification or status of each party as Controller and / or Processor in respect of Data Protection Laws.
- Notwithstanding Clause 5.2, to the extent that the parties are deemed to be joint Controllers or separate Controllers in common in respect of the Personal Data processed in accordance with these terms and conditions, each party shall:
- implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk of Processing;
- maintain a record of all categories of Processing activities it undertakes and a record of any: (i) any unauthorised loss, corruption, damage, destruction, alteration, disclosure or access to any Personal Data; (ii) any unauthorised or unlawful Processing of Personal Data; and / or (iii) any breach of Data Protection Laws;;
- so far as is possible comply with the principle of data minimisation;
- ensure that access to Personal Data is limited to those who need to have access and that any personnel requiring access to Personal Data are informed of the confidential nature of the Personal Data and are subject to an appropriate obligation of confidentiality;
- promptly notify the other party of any written request by a Data Subject to either party for access to the Data Subject’s Personal Data, and liaise to ensure that the request is addressed in accordance with the Controller’s obligations under the Data Protection Laws; and
- work with the other party to agree an appropriate fair processing notice accurately depicting the relationship between the parties, and how such fair processing notice will be provided to the relevant Data Subjects.
- Compliance with laws
- Each party warrants and undertakes to the other that:
- it has full authority to enter into these terms and conditions and is not bound by any agreement with any third party that adversely affects these terms and conditions; and
- it has and will maintain throughout the term of these terms and conditions, all necessary powers, authority and consents to enter into and fully perform its obligations hereunder.
- Each party shall:
- perform its obligations and responsibilities with all reasonable diligence, skill and care and to the highest standard;
- comply with all applicable statutory and regulatory requirements, including but not limited to the Bribery Act 2010;
- have in place comprehensive insurance cover in order to meet any liability to the other and any Client;
- perform its services without causing any damage to the other including but not limited to public image, reputation and goodwill.
- Each party warrants and undertakes to the other that:
- Without affecting any other right or remedy available to it, either party may terminate these terms and conditions by giving the other party 1 months’ written notice.
- Without affecting any other right or remedy available to it, either party may terminate these terms and conditions with immediate effect by giving written notice to the other party if:
- the other party commits a material breach of any of these terms and conditions and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
- the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
- the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
- the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under these terms and conditions has been placed in jeopardy.
- Without affecting any other right or remedy available to us, we may terminate these terms and conditions with immediate effect by giving written notice to you if you:
- fail to pay any amount due to us on the due date for payment; or
- undergo a change of control.
- Our rights to receive Commission (as set out at Clause 2) shall survive termination for any reason.
- Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by Clause 9.2.
- Each party may disclose the other party’s confidential information:
- to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under these terms and conditions. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause 9; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under these terms and conditions.
- Entire agreement: These terms and conditions (and any variations to the same agreed between us) 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. Each party acknowledges that in entering into these terms and conditions it does 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 herein.
- Variation: No variation to these terms and conditions shall be valid unless it is in writing and signed for and on behalf of each of the parties.
- No agency or partnership: Nothing in these terms and conditions shall be deemed to constitute a partnership or contract of employment between the parties nor constitute either party as the agent of the other.
- Governing law and jurisdiction: These terms and conditions and any dispute or claim (including, without limitation, any contractual or non-contractual obligations) arising out of or in connection with them shall be governed and construed in accordance with the laws of England and the parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, these terms and conditions.
Booking: the booking of the Venue agreed on any terms between you and a Client following the Introduction.
Client: an individual or organisation (or any of their affiliates) introduced by us to you for the purposes of making a Booking.
Commission: an amount equal to such percentage of the Total Spend (plus VAT) as agreed in writing between us from time to time.
Content: all information and materials supplied to us by you in relation to these terms and conditions (including but not limited to all images, videos and general information on the Venue (such as prices, facilities, types of events held, room names, capacities and availability).
Data Protection Laws: means all laws relating to the processing of Personal Data, privacy and security, including, without limitation, the EU Data Protection Directive 95/46/EC (as will be superseded by the EU General Data Protection Regulation 2016/679, the EU Privacy and Electronic Communications Directive 2002/58/EC, as implemented in each jurisdiction, and all amendments, or all other applicable or replacement international, regional, federal or national data protection legislation, regulations and regulatory guidance.
Event: any event in respect of which a Booking is made.
Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Introduction: any introduction of a potential Client made by The Collection by WSH to you (whether online, by email, by telephone or in person and whether made via one of our representatives or direct from a Client using the Site) which shall include but not be limited to any request for contract terms, a quote, further information, a description of preferences, asking a question about or any show interest in the Venue).
Profile: the profile of your Venue on the Site as prepared by us in reliance on the Content.
Total Spend: such amount invoiced to the Client in connection with the Event on which Commission is payable (as agreed between us) (and which may include but not be limited to the costs of Venue hire, catering (whether internal or external) and any ancillary services (such as music and entertainment)).
Venue: any premises, quarters, accommodation, area, room, suite, office, hall, house, centre, any part of a building or land and any other property and/or its facilities and immediate surroundings that is in your control and that you have made available for Bookings through the Site.