Terms and Conditions | IVII

TERMS AND CONDITIONS FOR USERS (FRONT AND BACK-END USERS)

1 INTRODUCTION

1.1. This Agreement is by and between Ivii Limited (a company registered in the UK with company number 11431900, operating from its registered office at Unity House, Westwood Park, Wigan) (“Ivii”) and the User. By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the Terms, then you may not access the Service.

2 DEFINITIONS

2.1. In this agreement, the following terms shall, unless the context otherwise requires, have the following meanings:

“Accept” means either:

(i) To register for an Ivii account;
(ii) To use our services;

Which therefore signifies the agreement to be bound by the Terms;

“Back-End User” or “Venue Operator” means persons or entities that have registered onto the Ivii website and therefore have created an account in order to advertise their venue, provide guestlist capabilities for users and/or sell tickets on the Ivii Website and also to use extended features that Ivii Limited provide;

“Content” means information, software, photographs, video, graphics, music, sound and other material that appears on the Website or are made available through the Service;

“Data Protection Legislation” means any Applicable Law relating to the Processing, privacy, and use of Personal Data including, without limitation: (i) 2002/58/EC; (ii) the Regulation of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (“GDPR”); (iii) any corresponding or equivalent national laws or regulations; or (iv) approved codes of conduct or approved certification mechanisms issued by any relevant regulatory authority;

“Event” means specified event on a specified date for which Tickets are sold or online guestlist bookings are provided by a venue operator via the Ivii Website;

““Front-End User” or “Customer” means persons that have registered onto the Ivii Website and therefore have created an account to browse for venues, utilise the guestlist function and/or purchase tickets for Events listed on the Ivii Website by Venue Operators;

“Intellectual Property Rights”means throughout the world all copyrights, database rights, trade marks, trade names, patents and other Intellectual Property rights created, developed and already in existence;

“Ivii” – means Ivii Limited as stated in Section 1.

“Ivii Software” means the software owned by Ivii which will be utilised by Venue Operators and Front-End Users to render the services offered by Ivii Limited;

“Server” means the server used by Ivii to host the Website;

“Log in details” means the username and password allocated to the user to access the account they have created on the Ivii website;

“PDPs” means potentially destructive, contaminating, or harmful programs or components such as, but not limited to worms, trojan horses and viruses;

“Page” means a page of the Website;

“Password” means a secret word or phrase that must be input by the User to gain admission into the Users account;

“Personal Data”means any information relating to an identified or an identifiable natural person being one who can be identified, directly or indirectly in particular by reference to an identification number or to one or more factors specific to his/her physical, physiological, mental, economic, cultural or social identity, or as otherwise defined under applicable Data Protection Legislation and GDPR;

“Process” “Processed” or “Processing”means accessing, collecting, obtaining, recording, holding, disclosing, using, altering, deleting, erasing or destroying Personal Data, or carrying out any operation(s) on the Personal Data or as otherwise defined under applicable Data Protection Legislation and GDPR;

“Safe-Guard”means to protect any user equipment or log in details and personal information.

“Services” means the offering of features provided on the Ivii website that enable;
Venue Operators to advertise their venue(s), provide guestlist capabilities for users and/or sell tickets on the Ivii Website and also to use extended features that Ivii Limited provide;
Front-End Users to browse for venues, utilise the guestlist function and/or purchase tickets for events listed by venue operators

“Ticket” means a ticket purchased from the Venue Operator via the Ivii Website to allow a Front-End User entry into an event, bar or nightclub.

“Website”means the Website with URL www.iviinights.com or such other URL(s) as Ivii may in its sole discretion from time to time decide by means of which Ivii may provide the Services.

“User” means the individual or corporate entity (either represented by self or by means of a duly authorised officer, agent or other representative) that has registered with Ivii following the appropriate process on the Website or that uses the Website and/or Services. Users refers to both Front-End users (Customers) and Back-End users (Venue Operators);

“User’s Equipment” means the User’s own computer equipment such a mobile phones, tables, PCs, laptops E.T.C, telecommunications broadband connection, software, any telecommunication services and communication lines (including public lines) required by the user to properly to access and use the Services;

2.2. Words denoting a singular number only shall include the plural and vice versa. Words denoting any gender shall include all genders and words denoting persons shall include individuals, corporations, limited and unlimited companies, general and limited partnerships, joint ventures, associations and governmental authorities.

2.3. Any words following terms such as “including”, “include”, “in particular”, “for example” or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

3. TERM

3.1 This Agreement shall be effective from the time that the User first registers to use the Ivii Website and/or uses the Services and shall remain in force until unless terminated in accordance with these terms.

3.2 Ivii may vary these Terms at any time. Such variations shall become effective immediately upon the posting of the modified Terms on the Website or notification to the User. By continuing to use the Service following any such variation, the User shall be deemed to accept such variation.

4. USE OF THE SERVICE BY THE USER

4.1 USE OF THE SERVICE BY FRONT-END USER (CUSTOMER).

4.1.1 The Front-End User shall be responsible for obtaining and maintaining the User's Equipment. Ivii has no responsibility or liability with respect to the User's Equipment;

4.1.2 The Front-End User represents and warrants that it, or a duly authorised officer, agent or other representative of the User has familiarised itself with relevant laws, licenses, codes of practice, guidelines, directives and regulations relating to the subject matter of this agreement. The Front-End User shall ensure at all times that its use of any part of the Services provided by Ivii, is in accordance with the Data Protection Legislation, GDPR and other applicable laws, licenses, codes of practice and regulations. This is inclusive of the connection of the User’s Equipment to the Server;

4.1.3 The Front-End User Services shall only be used by the Front-End User or a duly authorised officer, agent or other representative of the Front-End User and not by any third party. It is therefore the Front-End User’s responsibility to take reasonable pre-cautionary measures to safeguard any log-in details;

4.1.4 The Front User shall not, (and shall not permit anyone else to) copy, store, modify, transmit, distribute, broadcast, adapt, reverse engineer, decompile, disassemble, modify make error corrections to any part of the Website and Content or the Service in whole or in part.

4.1.5 Ivii at its sole discretion reserves the right to:

4.1.5.1. Limit a Front-End User’s access to the whole or any part of the Service at any time;
4.1.5.2. Cancel or suspend a User’s account;

4.1.6 The Front-End User agrees that the Back-End User or Venue Operator will get access to your Personal Data as attendees of an event or booking;

4.1.7 In order to access the Service, the Front User may be required to use a unique password (“Password”). The Front-End User may only disclose their Password to their duly authorised officers, agents or other representatives. The Front-End User is responsible for the security and proper use of their Password and shall take all necessary steps to ensure that the Password is kept confidential, used properly and not disclosed to unauthorized persons;

4.1.8 The Front-End User shall immediately notify Ivii if they have reason to believe that the security of the password, service or website has been compromised;

4.1.9 For the duration of these Terms, Ivii grants to the Front-End User a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited right to use the Service for the purpose of being a Front-End User (Customer);

4.1.10 Any of the material on the Website (including the Content) may be out of date at any given time and Ivii is under no obligation to update such material or Content;

4.2 USE OF SERVICE FOR BACK-END USERS (VENUE OPERATOR)

4.2.1 Ivii is a self-serve platform which allows the Back-End User (Venue Operator) to market and promote Events and Offers;

4.2.2 Ivii is in no way responsible for the content of Events or Offers uploaded onto the Service and in no way endorses nor is affiliated with these Events or Offers unless otherwise stated;

4.2.3 Ivii is in no way responsible for the use of the Service by any Front-End User (Customer) or their authorised representatives and as such is not liable to the Back-End User (Venue Operator) for any act or omission of such Front-End Users (Customer) or their authorised representatives;

4.2.4 Should the Back-End User (Venue Operator) cancel an Event or withdraw an Offer, it is the Back-End User (Venue Operator)’s responsibility to inform Ivii and the Front-End User (Customer) who purchased the Tickets for the Event. In such circumstance, the Back-End User (Venue Operator) shall refund all Ticket sales in accordance with these Terms and is responsible for processing refunds, or contacting the Front-End User (Customer) regarding an alternative date or substitute Offer;

4.2.5 A Back-End User (Venue Operator) may import their own database into the Server in order for Ivii to promote a Back-End User (Venue Operator)’s Event to its existing Front-End User (Customers). Where this is to occur, the Back-End User (Venue Operator) is to review and understand their obligations in regards to uploading and using existing customers’ personal data;

4.2.6 The Back-End User (Venue Operator) shall not permit anyone else to copy, store, modify, transmit, distribute, broadcast any part of the Website and Content except where it has been agreed between Ivii and the Venue operator. Any transmitting of personal data will only be performed and agreed between Ivii and by authorised Venue Operators by first communicating the request to Ivii and by adhering to Ivii Data Sharing Agreement which has been prepared in accordance with DPA and GDPR;

4.2.7 The Back-End User (Venue Operator) shall allow Ivii to act as a Ticket agent for its Events and Offers. Ivii has a right to charge a booking fee to the Front-End User (Customer) over and above the face value of the Ticket or Offer. This fee constitutes a financial transaction charge used to cover Ivii’s cost of making the transaction;

4.2.8 The Back-End User (Venue Operator) listing the Event and/or Offer shall be solely responsible for ensuring that the Event and/or Offer details are correct, including: entry times, Ticket price, Event/Offer details, and door policy. Ivii is in no way responsible for incorrectly entered details for such Events or Offers, nor is it responsible for any revenue lost as a consequence.

4.2.9 Ivii has the right to remove any Event or Offer which it in its absolute discretion deems to be unsuitable for the Ivii platform;

4.2.10 The Back-End User (Venue Operator) hereby acknowledges and agrees:

4.2.10.1 that Ivii may receive a request to release information in relation to a particular Event or Offers and the identity of the Back-End User offering such Events and Offers to regulatory bodies including, without limitation, the advertising standards authority and the information commissioner’s office (Regulatory Bodies) and;
4.2.10.2 that Ivii may release such information to the Regulatory Bodies;

5. TICKET SALES

5.1. The Front-End User acknowledges and agrees that Ivii acts as an agent between the Venue Operators of the Event and the Front-End User. Ivii will conclude Ticket transactions upon payment of the relevant Ticket fee by the Front-End User;

5.2. The Front-End User agrees to pay such fees or deposit as required by Ivii to complete Ticket transactions;

5.3. Tickets for Events or bookings for Venues sold on the Ivii Website will be processed through Ivii’s trusted merchant Stripe Inc and into the Ivii bank account ready for distribution to the relevant Back-End User (Venue Operator);

5.4. The Front-End User agrees to the terms and conditions stated on the Website by purchasing a ticket or registering for an events guestlist using the Ivii Website;

5.5 Ivii shall ensure that all sums due to the Back-End User relating to an Event are dispersed to the Back Front User (Venue Operator) after three (3) days from the end of the Event;

6. REFUNDS

6.1. The Front-End User (Customer) agrees that once a Ticket transaction is completed, Ivii is not liable to provide refunds under any circumstances;

6.2. It is the Front-End User’s (Customers’) responsibility to check the relevant refund policy with the venue operator prior to purchasing the Ticket by clicking on any relevant link to terms and conditions, as applicable;

6.3. If an Event is yet to hold and a Front-End User (Customer) wishes to apply for a refund, it is the sole discretion of the Back-End User (Venue Operator) to approve such refund. Ivii shall not be liable to make any refunds on behalf of a Back-End User (Venue Operator) on the Ticket transaction;

6.4. If an Event is cancelled, a refund of any paid Ticket fees may be issued to the Front-End User (Customer) as described below:

6.4.1. Where Ivii is yet to transfer the relevant User’s monies to the Back-End User (Venue Operator), Ivii may endeavour to refund the relevant Front-End User’s (Customer) monies as soon as possible and in any event within 30 days;

6.4.2. Where Ivii has already transferred the monies to the Back-End User (Venue Operator), Ivii will pass to the User all contact information relating to the Back-End User (Venue Operator) or Venue as necessary for the Front-End User to obtain a refund directly from the Back-End User (Venue Operator);

7. INTELLECTUAL PROPERTY

7.1. All rights in the design, text, graphics, music, photographs, sound, video and other material on the Website and the selection or arrangement thereof are the copyright of Ivii or other third parties;

7.2. All interests, rights and Intellectual Property Rights in Tickets vests in Ivii;

7.3. Ivii reserves the right to place any advertisement on such Tickets as it deems fit;

7.4. The User must not modify the paper or digital copies of any materials they have printed off or downloaded from the Website in any way;

7.5. The User must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text;

7.6. The User must not use any part of the material on the Website for commercial purposes without obtaining a license to do so from Ivii;

7.7. If the User prints off, copies or downloads any part of the Website in breach of the terms of this Agreement, Ivii reserves the right to block the User’s access rights to the Website and request return or destruction of any copies of the materials in the User’s possession;

8. DATA PROTECTION

8.1. The Front-End User (Customer) acknowledges and accepts that in using the Website or Services, Ivii may have access to and Process the User’s Personal Data;

8.2. Ivii represents and warrants that Personal Data shall be Processed in accordance with the Data Protection Legislation and GDPR;

8.3. The User agrees that Ivii may transfer Personal Data to third parties such as Back-End User (Venue Operator)) as required for the purpose of fulfilling its obligations under this Agreement, providing the third parties agree to adhering to the Data Sharing Agreement;

8.4. Ivii shall only Process Personal Data for the term of this Agreement, provided that Personal Data shall not be Processed for longer than is necessary for the purpose for which it was collected or is being Processed (except where a statutory exception applies);

9. USERS’ WARRANTIES AND REPRESENTATIONS

9.1. The User warrants that its use of the Services shall:

9.1.1. not be in breach of any contractual, statutory or common law rights of any third party (including but not limited to infringement of Intellectual Property Rights, data protection, defamation, theft, fraud, drug-trafficking, money-laundering and terrorism statues);

9.1.2. not entail the obtaining or attempting to obtain the Services by re-arranging, tampering with or connecting with any facilities of Ivii or by any trick, scheme, false representation or by any other fraudulent means whatsoever;

9.1.3. not entail the obtaining, accessing, altering, or destroying any one or more from the data files, programs, procedures and information of Ivii or of another User of the Services;

9.1.4. not interfere unreasonably with the use of the Services by any other User or authorised person;

9.1.5. not be threatening, fraudulent, abusive, harassing, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, indecent, or otherwise objectionable or inappropriate as determined by Ivii at its sole discretion; and

9.1.6. not cause any PDPs to be transmitted to the Server

9.2. the User warrants that all information that it supplies to Ivii shall be accurate, complete and true in all respects and the User agrees that it shall notify Ivii immediately of any changes to such information or if such information becomes out of date;

9.3. The User agrees that breach of these warranties shall result in the User being banned from using the Services without prejudice to any claim or rights Ivii may have relating to such breach;

9.4. The User acknowledges that, despite Ivii taking reasonable precautions, it is still possible that PDPs may be transmitted from the Server or a server belonging to any third party to the User’s Equipment. The User therefore accepts that it shall have full responsibility for protecting the User’s Equipment from PDPs and Ivii shall have no responsibility for ensuring that content downloaded from the Website is free of PDPs;

10. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY

10.1. The Front-End User acknowledges and agrees that Ivii is a platform for Front-End Users (Customers) to find Back-End Users (Venue Operators) or Events and to purchase Tickets for certain events and use the guestlist capabilities as available on the Ivii Website;

10.2. Ivii takes no responsibility for damages, injury or loss of any kind incurred by the Front-End User (Customer) from attending an Event and/or Venue via Tickets purchased through the Website;

10.3. Ivii takes no responsibility for a Front-End User being refused entry to an Event and/or Venue for not complying with the Event or Venue’s regulations. The Front-End User agrees to familiarise themselves with the Venue’s or Back-End Users (Venue Operator’s) rules and regulations prior to attending the Venue and/or Event to avoid being refused entry;

10.4. The Services are provided “as is” without any warranty of any kind either express or implied;

10.5. Where the Services and/or the Website is interrupted or unavailable due to factors beyond Ivii’s control, Ivii shall use reasonable endeavours to rectify such issues promptly;

10.6. Ivii does not make any representations with respect to the availability of automated facilities of Ivii’s systems; except that Ivii undertakes to use reasonable endeavours to monitor its systems to provide availability of automated facilities for “out of hours” use;

10.7. The Front-End User (Customer) agrees that Ivii sells Tickets and provides Guestlist bookings on an as available basis and therefore does not guarantee the sale of Tickets or bookings of Venues;

11. LIABILITY

11.1. Ivii’s liability at all times to Front-End Users shall be limited to one hundred pounds (£100) or the price of the Ticket actually purchased by the Front-End User (whichever is higher);

11.2. Subject to clause 9.4, Ivii (including its directors, employees or other representatives) excludes its liability for loss of profits, loss of business or revenue, consequential damages, depletion of goodwill or similar losses, loss of anticipated savings, loss of goods, loss of use, loss or corruption of data or information or any special, indirect, consequential or pure economic loss, cost, damages, charges or expenses in connection with the use of the Services;

11.3. Notwithstanding the foregoing, none of the exclusions or limitation in this clause 11 are intended to exclude any liability which may not be excluded under the applicable law including liability to a User for fraud, death or personal injury resulting from Ivii’s negligence or that of Ivii’s employees or agent;

12 BACK-END USER (VENUE OPERATOR) SUBSCRIPTIONS

12.1 Free trials

12.1.1 From time to time, we may offer Trials to our paid services for a specified period without payment or at a reduced rate. Ivii may withdraw or modify a Trial at any time without prior notice and with no liability but within the boundaries of applicable law;

12.1.2 Ivii may request for your payment details to commence the Trial Period. By providing such details you agree that we may automatically begin charging you for the Paid subscription once the Trial period has expired. Payment will be in the form of a recurring fee at set intervals (monthly unless agreed otherwise) that Ivii will disclose to the Back-End User (Venue Operator) prior to commencement of the Trial. If the Back-End User wishes to cancel the Paid Subscription that will automatically commence after the Trail Period, It is to notify Ivii of the cancellation by contacting the Ivii customer support team before the end of the Trail Period;

12.2 Subscription payments

12.2.1 The Back-End User may purchase a paid subscription from Ivii by:

12.2.2 Paying a subscription fee in advance on a monthly basis to use paid features on the Ivii Website. These fee’s will be collected via Direct Debit monthly on an agreed date which the Back-End User will be notified of prior to commencement;

12.2.3 Pre-paying for a specific period.

12.2.4 If the Back-End User purchases a Paid subscription with no Trail period, it authorizes Ivii to charge it automatically on a monthly basis until the Back-End User Cancels the subscription. This Paid subscription is also subject to the fourteen (14) day cooling off period, whereby the Backend user may cancel the subscription for any reason with a full refund being issued, however cancellation of the Paid subscription will result in a loss of Ivii’s Paid services;

12.2.5 The Back-End User (Venue Operator) may upgrade their subscription to a high level package at any time;

12.3 Subscription Renewal

12.3.1 Paid Subscriptions will automatically renew at the end of the agreed subscription period unless the Back-End User (Venue Operator) cancels the Paid subscription 30 days before the subscription period end;

12.4 Subscription cancellation request

12.4.1 If the Back-End User (Venue Operator) purchases a paid subscription and wishes to cancel the subscription after the Fourteen (14) Day Cooling Off Period, it is to contact Ivii 30 days prior to the date it would like the cancellation to be effective;

12.5 Termination

12.5.1 In the event that the Back-End User (Venue Operator) fails to pay any fees agreed between Ivii for use of the Services, then Ivii may terminate the Back-End User (Venue Operator)’s or Venue’s use of the Website and Services with immediate effect acting in its sole discretion, without prejudice to any claim or rights Ivii may have prior to such termination;

12.6 Changes to price of the subscription plans

12.6.1 Ivii may change the subscription plans and the price of our service from time to time; however, any price changes or changes to The Back-End User’s subscription plans will apply no earlier than 30 days following notice issues to the Back-End User;

13. MISCELLANEOUS

13.1. Waiver. Failure or neglect by Ivii to enforce the terms of this Agreement shall not be construed nor shall be deemed to be waiver of Ivii’s rights hereunder nor in any way affect the validity of the whole or any part of the terms of this Agreement or prejudice Ivii’s rights to take subsequent action;

13.2. Assignment. The User shall not transfer or assign the benefit of these terms and conditions in whole or in part to any party without the prior written consent of Ivii and Ivii reserves the right to charge for costs incurred by its staff in relation to any approved assignment;

13.3. Notices. Any notice required or permitted under this Agreement shall be in writing and shall be delivered in person or sent by commercial courier and addressed to the address detailed above for Ivii or to such other address as may from time to time be specified on the Website or otherwise notified to the User;

13.4. Invalidity. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the terms of this Agreement;

13.5. Variation. Ivii may vary the terms of this Agreement at any time without the prior consent of the User. Such variation shall be effective upon posting of the modified terms of this Agreement on the Website or notification to the User, as Ivii may decide.by continuing to use the Services following any such variation the User shall be deemed to accept such variation;

13.6. Entire Agreement. The terms of this Agreement supersede any arrangements, understanding, promises or agreements made or existing between the parties hereto prior to this Agreement in respect of the Services and constitutes the entire agreement between the parties regarding the same;

13.7. Third parties. Nothing in these terms confers or purports on any third party who is not a User any benefit of any right to enforce any of these terms and conditions pursuant to the Contracts (Rights of Third Parties) Act 1301010;

13.8. Law. This Agreement shall be governed and construed in accordance with English Law and the parties hereby submit themselves to the exclusive jurisdiction of the English Courts in respect of any claim (including a non-contractual disputes or claims).