Vendoir Supplier Terms and Conditions

Your attention is particularly drawn to the provisions of clause 9 (Your Obligations) and clause 12 (Limitation of liability).

ABOUT US
1. Company details: Vendoir Limited (company number 12986100) (we & us) is a company registered in England and Wales, and our registered office is at 128 City Road, London, United Kingdom, EC1V 2NJ. We operate the online platform "Vendoir" accessible via the website https://www.vendoir.com/ (the Platform).
2. Contacting us: To contact us, email our Organizer service team at support.vendoir.com. How to give us formal notice of any matter under the Contract is set out in clause 17.2.
3. Our Platform and Services: We provide the Platform through which users as Organizers ("Organizers") can connect with third-party suppliers such as you, of events-related goods and services ("Products") in relation to those Organizers' events ("Events"). Our services extend only to introducing you to Organizers via the Platform and allowing you to take orders from them ("Services").
4. Our role: Vendoir's role is solely as a provider of the Platform whereby Organizers of the Platform are introduced to suppliers. Vendoir is neither a supplier nor a purchaser of any of the Products.
OUR CONTRACT WITH YOU
1. Our contract: These terms and conditions ("Terms") apply to your use of our Services as a supplier and form our contract with you ("Contract"). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealing, including our Vendoir Organizer Terms and Conditions (the "Organizer Terms").
2. Entire agreement: The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise, representation, assurance, or warranty that is not set out in the Contract.
3. Language: These Terms and the Contract are made only in the English language.
ACCEPTING BOOKINGS VIA THE PLATFORM
1. Your options for accepting bookings: Organizers may place orders or reservations for Products via the Platform (a "Booking"). You will be able to configure your account as a supplier to accept orders in the following two ways:
  1. Instant Bookings: where Bookings are automatically accepted on your behalf as soon as they are received without you reviewing and approving the Booking first.
  2. Approved Bookings: where Bookings are only accepted once you have reviewed and approved the Booking in the Platform. For Approved Bookings, you must approve the Booking within 24 hours of receipt, failing which the Booking will be deemed rejected and will be cancelled.
2. Approved Booking is the default: When you create an account, only Approved Bookings may be accepted by default. If you wish to take Instant Bookings, you must activate this functionality via your account.
3. Notification of acceptance: We will send a notification to an Organizer when their Approved Booking has been accepted or when their Instant Booking has been completed, and you will be bound to provide the Products to the Organizer in accordance with the Organizer's Booking upon such notification.
4. Other terms: If you have any specific requirements when accepting Bookings, you must communicate those requirements to your Organizer and ensure you document appropriately the terms of your agreement with the Organizer.
5. Your contract with the Organizer: You will be contractually bound to provide the Products to the Organizer in accordance with its Booking and any other terms you agree with the Organizer. You acknowledge and agree that we are not party to any contract or transaction you enter into with your Organizers, nor do we have any responsibility to enforce any such contract or transaction against the Organizers.
THE FEES AND PAYMENT
1. Fees paid by the Organizer: The Organizer is required to pay fees as set out in clause 5 of the Organizer Terms, and the definitions used in that clause shall apply and be used in this Contract. You acknowledge and agree that we are entitled to deduct and retain the Service Fee from the Fees paid to us by the Organizer.
2. Your authorisation to us: You hereby authorise us to hold the Supplier Fees as agent and release the same to you only following the Event, in which case the funds shall be released to you within 48 hours after the Event, or otherwise upon cancellation of an Event by an Organizer. However, this might take up to 7 business days to reach you depending on your bank.
3. Payout Fee: Our third-party payment gateway Stripe will charge a small transactional fee during payout. This will include a fee of £2.00 per active account per month as well as 0.25% of the total payout amount per month and 10p per payout: visit https://stripe.com/gb/connect/pricing for more information.
CANCELLATIONS
1. Organizer's right to cancel: You acknowledge and agree that Organizers may cancel Bookings at any time. If the Organizer cancels the Booking 31 days or more before the Event, you will not receive any cancellation fee. You shall be entitled to receive a cancellation fee where the Organizer cancels a Booking:
  1. Between 30 days and 21 days before the Event, in which case you will receive a fee of 10% of the Booking Fees, less the Service Fee.
  2. Between 20 days and 8 days before the Event, in which case you will receive a fee of 20% of the Booking Fees, less the Service Fee.
  3. Between 7 days and 48 hours before the Event, in which case you will receive a fee of 40% of the Booking Fees, less the Service Fee except where you receive an alternative booking in respect of the Products for the same date as the cancelled Event, in which case you will receive a fee of 20% of the Booking Fees, less the Service Fee.
  4. Within 48 hours before the Event, you will receive a fee of 60% of the Booking Fees, less the Service Fee and 10% for administrative Fee from the Booking Fee, unless you receive an alternative booking in respect of the Products for the same date as the cancelled Event, in which case you will receive a fee of 20% of the Fees, less the Service Fee.
2. Supplier's cancellation: If you cancel a Booking:
  1. Within 21 days of the Event date, the Organizer will receive a full refund of the Fees paid by it, and you shall have debited against your account a cancellation charge equivalent to 10% of the Supplier Fees for the cancelled Booking, which we shall deduct from the Supplier Fees taken in respect of your next Booking.
  2. 21 days or more in advance of the Event date, the Organizer will receive a full refund of the Fees paid by it, and you shall have debited against your account a cancellation charge equivalent to 10% of the Supplier Fees for the cancelled Booking, which we shall deduct from the Supplier Fees taken in respect of your next Booking.
  3. In either case, we reserve our right in our sole and absolute discretion to suspend your account and access to the Services until such payment has been made.
3. COVID-19 cancellations: Please note that for cancellations related to COVID-19, our cancellations policy set out above in clauses 5.1 and 5.2 applies and COVID-19 is not classed as an event beyond any party's reasonable control. If any Booking is cancelled for a reason relating to COVID-19, we may in our sole and absolute discretion vary the terms of our cancellations policy accordingly (but for the avoidance of doubt you acknowledge that we shall at no time be obliged to make such a variation).
4. Rescheduling discussions: Prior to cancelling any Booking, you agree to enter into good faith discussions with the Organizer to establish whether the date and time of the Event in question can be changed to suit all involved parties.
DISPUTES
1. Complaints regarding an Organizer: If you have a complaint regarding an Organizer in connection with their Booking, you must raise a complaint within 7 days after the date of the Event. If you fail to do so, we will not assist in mediating the dispute.
2. Initial resolution: In the first instance, you should attempt to resolve your dispute directly with the Organizer and enter into good faith negotiations with the Organizer in order to do so. If the Product is defective or comprises services not properly performed, you will be responsible for providing a refund or replacement according to the Organizer's preference.
3. Mediation by Vendoir: In the event that you and the Organizer are unable to resolve a dispute between you directly, you can ask us to mediate the dispute. If Vendoir mediates the dispute, you agree to accept our conclusion and pay any amount which Vendoir determines you are liable for. In the course of mediating a dispute, we may ask both you and the Organizer to submit all such evidence and information as we reasonably require in order to reach a conclusion, and you agree to do so.
RIGHT TO USE THE PLATFORM
1. Right to use the Platform: We give you the right for the term of this Contract to use the Platform solely for the purposes of accessing and using the Services in accordance with these terms.
2. Your obligations: You agree that you will:
  1. not rent, lease, sub-license, loan, provide, or otherwise make available, the Platform or Services in any form, in whole or in part to any person without prior written consent from us;
  2. not copy the Platform or Services, except as part of the normal use of the Platform or where it is necessary for the purpose of back-up or operational security;
  3. not translate, merge, adapt, vary, alter or modify, the whole or any part of the Platform or Services nor permit the Platform or the Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the Platform and the Services on devices as permitted in these terms;
  4. not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Platform or the Services nor attempt to do any such things, except to the extent that such actions cannot be prohibited because they are necessary to decompile the Platform to obtain the information necessary to create an independent program that can be operated with the Platform or with another program (Permitted Objective), and provided that the information obtained by you during such activities:
    1. is not disclosed or communicated without our prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and
    2. is not used to create any software that is substantially similar in its expression to the Platform;
    3. is kept secure; and
    4. is used only for the Permitted Objective;
  5. comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Platform or any Service.
3. Prohibited uses: You must:
  1. not use the Platform or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Platform, any Service or any operating system;
  2. not infringe our intellectual property rights or those of any third party in relation to your use of the Platform or any Service, including by the submission of any material (to the extent that such use is not licensed by these terms);
  3. not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Platform or any Service;
  4. not use the Platform or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
  5. not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.
4. Account security: When creating an account on the Platform, you will need to choose a username and password, which you must keep confidential at all times and not allow any third party to use your account. You will be required to satisfy our onboarding requirements, including by providing:
  1. two forms of proof of identification;
  2. a live photograph of an authorised representative of the business;
  3. further information such as date of birth, full name, bank details and personal address.
  We reserve our right to require re-verification of suppliers from time to time.
5. Unauthorized use: You should notify us immediately if you become aware of any disclosure or unauthorised use of your account details. You are responsible for all activity on the Platform using your account, whether authorised or unauthorised.
OUR SERVICES
1. Descriptions and illustrations: Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
2. Updates: From time to time we may automatically update the Platform and Services to:
  1. improve performance;
  2. enhance functionality;
  3. reflect changes to the operating system;
  4. address security issues.
3. Changes to the Services: We will not make any changes to the Services or these terms where such changes would affect your rights in respect of existing Bookings you have accepted.
4. Reasonable care and skill: We warrant to you that the Services will be provided using reasonable care and skill.
YOUR OBLIGATIONS
1. Your responsibilities: It is your responsibility to ensure that you, and you warrant and represent that you will:
  1. Supply the Products using all reasonable care and skill and in accordance with the Booking.
  2. Ensure that Products that are goods are of satisfactory quality, fit for purpose, and as described.
  3. Cooperate with us in all matters relating to the Services.
  4. Provide us with such information and materials we may reasonably require in order to supply the Services, including any images and descriptions of the Products, and ensure that such information is complete and accurate in all material respects.
  5. Obtain and maintain all necessary licences, permissions, and consents required to supply the Products before the date on which the Products are to be provided.
  6. Comply with all applicable laws, including health and safety laws and consumer laws.
  7. Avoid deceptive, misleading, or unethical practices that are, or might be, detrimental to Vendoir, the Services, or the public.
  8. Not publish or employ, or cooperate in the publication or employment of, any false, misleading, or deceptive advertising material or other representations regarding the Products, Vendoir, or the Services.
  9. Conduct your business in a manner that reflects favourably at all times on Vendoir and the good name, goodwill, and reputation of Vendoir.
  10. Take responsibility for any consumer or product liability claims made by the Organizer in respect of the Products.
2. Sensitive Media Policy:
  1. Failure to comply with our terms and conditions may result in the delisting or complete removal of your profile.
  2. Vendoir does not permit the posting of graphic content or media that depicts:
    1. Death, violence, medical procedures, or serious physical injury in graphic detail.
    2. Violent crimes or accidents, physical fights, or physical child abuse.
    3. Bodily fluids, including blood, faeces, and semen.
    4. Serious physical harm, including visible wounds or severely injured/mutilated animals.
  3. Additionally, adult nudity and sexual behaviour are not permitted, including:
    1. Pornographic or sexually explicit media intended to cause sexual arousal.
    2. Full or partial nudity, simulated sexual acts, or sexual intercourse.
    3. Exceptions may be made for artistic, medical, health, or educational content.
  4. Violent sexual conduct is also prohibited, including:
    1. Media depicting violence, whether real or simulated, in association with sexual acts.
    2. Depictions of rape and other forms of violent sexual assault.
    3. Sexualized violence that inflicts physical harm on an individual within an intimate setting where consent is not clear.
  5. Media depicting excessively gory content, sexual violence and/or assault, bestiality, or necrophilia is also not permitted.
  6. If you come across any violations of our policy, you can report the content:
    1. In-app by tapping "Support" on the app profile page.
    2. By emailing us at support@vendoir.com.
INTELLECTUAL PROPERTY RIGHTS
1. All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us.
2. You agree to grant us a fully paid-up, perpetual, non-exclusive, royalty-free, non-transferable licence to:
  1. Copy and modify any materials provided by you to us for the purpose of providing the Services.
  2. Use such materials for the purposes of marketing the Services.
HOW WE MAY USE YOUR PERSONAL INFORMATION
1. Use of Personal Information:
  1. We will use any personal information you provide to us to:
    1. Provide the Services.
    2. Process your payment for the Products.
  2. We will process your personal information in accordance with our privacy policy, available here.
LIMITATIONS OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
1. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
  1. Death or personal injury caused by negligence.
  2. Fraud or fraudulent misrepresentation.
  3. Breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
2. Subject to clause 12.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
  1. Loss of profits.
  2. Loss of sales or business.
  3. Loss of agreements or contracts.
  4. Loss of anticipated savings.
  5. Loss of use or corruption of software, data or information.
  6. Loss of or damage to goodwill.
  7. Any indirect or consequential loss.
3. Subject to clause 12.1:
  1. Our total liability to you for all other losses arising under or in connection with each Booking you make with us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total Service Fees paid to us in respect of that Booking.
  2. Except in respect of liability that relates to a particular Booking (in which case clause 12.3(a) shall apply), our total liability to you in any 12-month period starting on the date on which you accept these terms or any anniversary of it (Contract Year), for all other losses arising under or in connection with this contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total Service Fees paid to us in connection with your Bookings in that Contract Year.
4. We have given commitments as to compliance of the Services with the relevant specification in this Contract. 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 fullest extent permitted by law, excluded from the Contract.
5. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall:
  1. Start on the day on which you became, or ought reasonably to have become, aware of the event having occurred.
  2. Expire 12 months from that date.
  The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
6. This clause 12 will survive termination of the Contract.
YOUR INDEMNITY TO US
You hereby indemnify us, and undertake to keep us indemnified, against any and all losses, damages, costs, liabilities, and expenses (including, without limitation, legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of:
1. Any breach by you of any provision of these Terms.
2. Your use of the Platform.
CONFIDENTIALITY
1. We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, Organizers, clients or suppliers, except as permitted by clause 14.2.
2. We each may disclose the other's confidential information:
  1. To such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 14.
  2. As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
3. Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
TERMINATION, CONSEQUENCES OF TERMINATION AND SURVIVAL
1. Termination. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
  1. You commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so.
  2. You fail to pay any amount due under the Contract on the due date for payment.
  3. You take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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 your 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.
  4. You suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business.
  5. Your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
2. Consequences of termination. On termination of the Contract:
  1. Your right to access the Platform and Services shall cease, and we shall be entitled to disable your access.
  2. We shall refund any Fees to the Organizers with outstanding Bookings and you shall be responsible for managing the relationship with the Organizer from that point onwards.
  3. You shall be liable to pay us the Service Fees in respect of all outstanding Bookings at the point of termination and any other applicable service fee.
  4. Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
3. Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
EVENTS OUTSIDE OUR CONTROL
1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
  1. We will contact you as soon as reasonably possible to notify you.
  2. Our obligations under the Contract will be suspended, and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
3. You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel, please contact us at support@vendoir.com.
COMMUNICATIONS BETWEEN US
1. When we refer to "in writing" in these Terms, this includes email.
2. Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
3. A notice or other communication is deemed to have been received:
  1. If delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
  2. If sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
  3. If sent by email, at 9.00 am the next working day after transmission.
4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
5. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
GENERAL
1. Assignment and transfer: We may assign or transfer our rights and obligations under the Contract to another entity. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
2. Variation: Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
3. Waiver: If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
4. Severance: Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
5. Third party rights: The Contract is between you and us. No other person has any rights to enforce any of its terms.
6. Governing law and jurisdiction: The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.

Vendoir Supplier Terms and Conditions

ABOUT US

OUR CONTRACT WITH YOU

ACCEPTING BOOKINGS VIA THE PLATFORM

THE FEES AND PAYMENT

CANCELLATIONS

DISPUTES

RIGHT TO USE THE PLATFORM

OUR SERVICES

YOUR OBLIGATIONS

INTELLECTUAL PROPERTY RIGHTS

HOW WE MAY USE YOUR PERSONAL INFORMATION

LIMITATIONS OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

YOUR INDEMNITY TO US

CONFIDENTIALITY

TERMINATION, CONSEQUENCES OF TERMINATION AND SURVIVAL

EVENTS OUTSIDE OUR CONTROL

COMMUNICATIONS BETWEEN US

GENERAL