Terms & Conditions
1.1 In these Conditions, the following definitions apply:
Acceptable Use Policy: the acceptable use policy adopted by the Supplier as amended from time to time and the most recent version of which is located at http://www.iwantaspeaker.com/acceptable-use-policy.
Booking: a contract between the End-User and the Speaker for the provision of speaking services by the Speaker to the End-User.
Booking Fee: the fee payable to the Speaker by the End-User pursuant to the Booking.
Conditions: these terms and conditions as amended from time to time.
Customer or "you": a user of the Services.
End-User: a Customer accessing the End-User Services (either on their own account or as an authorised representative of a recipient of services pursuant to a Booking) for the purpose of making a Booking.
End-User Services: our provision to End-Users of Website facilities which enable End-Users to view Speaker Information and to place Bookings.
End-User Services Fee: the fee payable by the End-User to the Supplier pursuant to condition 11.2(b) being 5% of the Booking Fee plus VAT (if applicable).
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade-marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered.
Services: means the Speaker Services and/or the End-User Services.
Speaker: a Customer accessing the Speaker Services (either on their own account or as an authorised representative of a provider of services pursuant to a Booking) for the purpose of making a Booking.
Speaker Information: summary information about a Speaker uploaded to the Website by a Speaker.
Speaker Services: our provision to Speakers of Website facilities for the uploading of Speaker Information to the Website and for receiving Bookings.
Supplier or "us" or "we": means Erudyte Technologies Limited (company number 08134417).
Website: means the website operated by the Supplier and hosted at URL www.iwantaspeaker.com.
Website Services Contract: a contract between the Supplier and the Customer for the supply of the Services subject to these Conditions.
2.2 It is a condition of your registration as a user of the Website that you accept these Conditions and such acceptance is an integral part of the registration process.
OTHER APPLICABLE TERMS
3.1 These Conditions incorporate the following additional terms, which also apply to your use of the Website:
(b) Acceptable Use Policy.
3.2 By agreeing to these Conditions you acknowledge and agree to be bound by the terms of the policies referred to in condition 3.1.
4.1 We do not guarantee that the Website, or any content on it, will always be available or be uninterrupted. We may suspend, withdraw, discontinue or change all or any part of the Website without notice. We will not be liable to you if for any reason the Website is unavailable at any time or for any period.
4.2 You are responsible for ensuring that all persons who access the Website using your registration details are aware of these Conditions and other applicable terms and conditions and that they comply with them.
4.3 The content of the Website is provided for information only and is not intended to amount to advice on which you should rely.
4.4 Although we make reasonable efforts to monitor and update the information on the Website, we make no representations, warranties or guarantees, whether express or implied:
(a) That the content of the Website is accurate, complete or up-to-date.
(b) That we will make back-up copies of the Website or the materials contained on it or that we operate any form of business interruption procedures or policies applicable to the Website or our business generally.
4.5 We do not guarantee that the Website will be secure or free from bugs or viruses.
4.6 You must not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to reverse engineer any aspect of the Website or to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack. By breaching the provisions of this condition 4.6, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Website will cease immediately.
YOUR WEBSITE ACCOUNT
5.1 Before you may use the Website you must complete our online user registration webform. Once we have received, reviewed and approved your registration details we will send you an e-mail confirming your registration as a Speaker or an End-User (as applicable) together with your username and password which you must treat as confidential.
5.2 We reserve the right in our absolute discretion to disable any username or password at any time, if in our opinion you have failed to comply with any of the provisions of these Conditions or for any other reason.
LINKS FROM THE WEBSITE
6.1 Where the Website contains links to other sites and resources provided by third parties, these links are provided for information only. We have no control over the contents of those external sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them.
UPLOADING MATERIAL TO THE WEBSITE
7.1 Whenever you make use of a Website feature that allows you to upload Speaker Information to the Website:
(a) you warrant that you will comply with the Acceptable Use Policy; and
(b) you warrant that the content of the Speaker Information is true and accurate in all material respects and that it relates only to you and to no other person; and
(c) save where information is uploaded into areas of the Website which are expressly designated as private and confidential or are otherwise subject to restricted access rights, any content that you upload to the Website will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such content for any purpose; and
(d) we reserve the right to disclose your identity to any third party who is claiming that any content uploaded by you to the Website constitutes a violation of their intellectual property rights, or of their right to privacy; and
(e) we reserve the right to remove any content that you upload to the Website in our absolute discretion.
BASIS OF CONTRACT
8.1 Following completion of registration pursuant to condition 5.1 and our acceptance of such registration the Website Services Contract shall come into existence and you shall be authorised to access and use the Services.
8.2 The Website Services Contract is an agreement between us and you for the supply of the Services and is subject at all times to these Conditions. The Website Services Contract shall continue until terminated pursuant to condition 15.
8.3 The Website Services Contract constitutes the entire agreement between us and you. You acknowledge that you have not relied on any statement, promise or representation made or given by us or on our behalf which is not set out in these Conditions.
8.4 These Conditions apply to the Website Services Contract to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
WEBSITE AS A VENUE
9.1 You acknowledge and agree that we are not a party to any Booking, which is personal to the Speaker and the End-User. The Website is merely a venue for facilitating the making of a Booking between Speakers and End-Users. We cannot control whether a Speaker and/or an End-User will perform their respective obligations pursuant to a Booking and all matters applicable to the Booking (including the resolution of disputes) are the sole responsibility of the Speaker and the End-User.
USING THE WEBSITE AS A SPEAKER
10.1 If you access the Website as a Speaker:
(a) you may upload Speaker Information using the webform provided for that purpose only and by no other means; and
(b) we will review the Speaker Information that you upload for compliance with the Acceptable Use Policy;
(c) we will make no charge in respect of your uploading of Speaker Information.
USING THE WEBSITE AS AN END-USER
11.1 If you access the Website as an End-User:
(a) you may browse details of Speakers who have uploaded Speaker Information and you may print copies of such Speaker Information as are reasonably required to facilitate your making of a Booking; and
(b) you may not edit, alter or otherwise amend any Speaker information; and
(c) you may not contact, attempt to contact or otherwise have any dealings with any Speaker whose details you have viewed on the Website, whether directly or indirectly, otherwise than by using or as facilitated by the Website; and
(d) without prejudice to the generality of condition 11.1(c), you agree that if you, whether directly or indirectly, book the services of a Speaker whose details you have viewed on the Website otherwise than as facilitated by the Website (External Booking), you will be responsible to pay us a non-refundable fee of 5% plus VAT (if applicable) of the fee payable by you or on your behalf to such Speaker in respect of the External Booking.
11.2 As a pre-condition of completing a Booking:
(a) you must pay to us:
(i) unless the Speaker has agreed otherwise in writing, the Booking Fee; and
(ii) the End-User Services Fee,
in each case in cleared funds and plus VAT or other applicable taxes in any jurisdiction (if applicable); and
(b) you acknowledge and agree that the End-User Services Fee shall not be refundable in any circumstances; and
(c) we shall promptly issue you with an invoice in respect of the End-User Services Fee together with VAT (if applicable).
11.3 On completion of a Booking we undertake:
(a) to hold the Booking Fee in a nominated bank account; and
(b) subject to our receipt of written confirmation from each of the Speaker and the End-User that the Speaker Services have been satisfactorily delivered (or that any matters of dispute have been resolved), to pay the Booking Fee directly to the Speaker within 2 business days of our receipt of the above confirmations. If the Speaker and the End-User fail to agree that the Speaker Services have been satisfactorily delivered pursuant to this paragraph 11.3(b), we shall retain the Charges in a nominated bank account pending resolution of any matters of dispute. Within 2 business days of our receipt of written confirmation from each of the Speaker and the End-User of the details of settlement of any matters of dispute (Settlement), we shall pay the Booking Fee to the Speaker or as otherwise required by the Settlement.
INTELLECTUAL PROPERTY RIGHTS
12.1 All Intellectual Property Rights in or arising out of or in connection with the Website are owned by us and you shall not attempt to assert ownership or otherwise deal or attempt to deal with any such Intellectual Property Rights.
12.2 You hereby grant to us an unconditional, irrevocable, royalty-free, sub-licensable licence to use, exploit, reproduce or deal in any way with any and all Intellectual Property Rights that may exist in any materials uploaded by you (or any person accessing the Website using your registration details) to the Website.
LIMITATION OF LIABILITY
14.1 You hereby agree to indemnify us against any and all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with:
TERMINATION & CONSEQUENCES OF TERMINATION
13.1 Nothing in these Conditions limits or excludes our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; or
(b) fraud or fraudulent misrepresentation.
13.2 Subject to clause 13.1:
(a) we shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss:
(i) arising under or in connection our performance or non-performance of the Services; or
(ii) caused by viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Website or any of the material posted on it, or on any website linked to it; or
(iii) caused by your accessing external websites or other resources from or via the Website; and
(b) our total liability to you in respect of all losses arising under or in connection with our performance or non-performance of the Services (or on any other account), whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the fee (if any) actually paid by you to us in connection with your use of the Website.
13.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from our provision of the Services.
(a) any breach by you (or any person accessing the Website using your registration details) of the terms of the Website Services Contract or these Conditions; and/or
(b) any claim made against us by any person in consequence of your (or any person accessing the Website using your registration details) use or misuse of the Services or the Website.
15.1 Without limiting our rights or remedies under the Website Services Contract we may terminate the Website Services Contract with immediate effect by giving you notice if you commit a breach of your obligations under the Website Services Contract.
15.2 In the event of termination of the Website Services Contract for any reason:
(a) our supply of the Services shall immediately cease and you shall have no further rights to use the Website; and
(b) our accrued rights and remedies as at termination shall not be affected, including the right to claim damages in respect of any breach of the Website Services Contract which existed at or before the date of termination.
16.1 Events beyond our control:
(a) For the purposes of the Website Services Contract, an Event Beyond our Control means an event which is beyond our reasonable control.
(b) We shall not be liable to you as a result of any delay or failure to perform our obligations under the Website Services Contract as a result of an Event Beyond our Control.
16.2 Assignment & sub-contracting: You may not without our prior written consent assign, charge or sub-contract any of your rights or obligations pursuant to the Website Services Contract. We may at any time assign, charge or sub-contract any of our rights or obligations pursuant to the Website Services Contract.
16.3 No partnership: Nothing in the Website Services Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between us, nor constitute either of us as the agent of another party for any purpose. Neither of us shall have authority to act as agent for, or to bind, the other in any way.
16.4 Third parties: A person who is not a party to the Website Services Contract shall not have any rights under or in connection with it.
16.5 Governing law and jurisdiction: The Website Services Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.