Organiser Terms of Engagement

Organiser Terms of Engagement
  1. Introduction
1.1 This is an agreement between U DO Sport Limited (“U DO”) and you (the “Organiser”). Together the “Parties”.
1.2 U DO operates UDOSport.com (the “Website”).
1.3 U DO is registered in England and Wales under company number 09919506 and has its registered office and main trading address at 2 Gosforth Park Avenue, Newcastle Upon Tyne, England, NE12 8EG Our VAT number is 231 1462 53.
  1. Terms of Website Use
2.1 To use our Website to advertise, promote market and sell your events and products (including the sale of entry tickets and participator registrations for your events (the “Services”) you must register on our Website.
2.2 By registering and using our Website, you confirm that you accept this clause 2 of this Agreement. If you do not agree to this clause 2, you should not use our Website.
2.3 We may revise this clause 2 at any time by amending this page. Please check this page from time to time to take notice of any changes we have made, as they are binding on you.
2.4 We may update our Website from time to time, and may change the content at any time. However, please note that any of the content on our Website may be out of date at any given time, and we are under no obligation to update it. We do not guarantee that our Website, or any content on it, will be free from errors or omissions.
2.5 We do not guarantee that our Website, or any content on it, will always be available or be uninterrupted. Access to our Website is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our Website without notice. We will not be liable to you if for any reason our Website is unavailable at any time or for any period.
2.6 To register on our Website you will choose or be provided with a password as part of our security procedures, you must treat such password as confidential. You must not disclose it to any third party. We have the right to disable any Organiser account at any time if in our reasonable opinion you have failed to comply with any of the provisions of this Agreement. If you know or suspect that anyone other than you knows your password, you should immediately change the password and, if you suspect that any unauthourised transaction has occurred, notify us at info@udosport.com without delay.
2.7 The content on our Website is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Website.
2.8 Although we make reasonable efforts to update the information on our Website, we make no representations, warranties or guarantees, whether express or implied that the content on our Website is accurate, complete or up-to-date.
2.9 Use (and the continuation of use) of our Website is entirely at our discretion. In particular (but without limitation to the generality of the foregoing) we reserve the right to refuse the use of the Website or to terminate use of the Website in respect of any event or product which is likely to cause offence or which is not of the nature or type of events otherwise promoted on the Website or which, for any other reason, we deem to be unsuitable for promotion on the Website.
  1. Relationship Between the Parties
3.1 You acknowledge and warrant that you are the organiser or owner of the products or events that you list for sale on our Website.
3.2 You further acknowledge that all sales are made by you as the Organiser and all contracts that come into existence as result of such agreed sales are between you the Organiser and the purchaser of the Services (the “Purchaser”).
3.3 You agree to fully indemnify U DO with respect to all losses, direct or indirect including loss of profit however so incurred as a result of any claim of the Purchaser or any other third party.
  1. Fees
4.1 To register and list your Services on our Website is free. We charge our fees on the basis particularised in the following provisions of this clause 4 when you sell your Services. If you default in paying any fees due pursuant to the following provisions of this clause 4 then we reserve the right to charge, in addition, a reasonable fee for the registration and listing of your services on our Website.
4.2 Our fees are calculated for each event and consist of the following:
4.2.1 A processing fee equal to 5% of the total published price of each of each ticket sold to, registration completed or other transaction effected with a Purchaser by you (the “Payment Process Fee”); and
4.2.2 A fee of £1 per each ticket sold to, registration completed or other transaction effected by you with a Purchaser (the “Service Fee”).
4.3 The fees particularised at clause 4.2 are exclusive of any applicable VAT which will be payable in addition.
4.4 The Payment Process Fees and Service Fees will be calculated at the end of each event and deducted from the amounts we pay you.
4.4 In acknowledging clause 3.2 above you agree that if the Purchaser requires and is entitled to a refund you will be liable for such a refund. You will be liable regardless of whether or not you have received the monies from us with respect to the Services that the Purchaser has paid for and requires a refund for.
4.5 Under no circumstances and regardless of whether you have been required to refund the Purchaser will you be entitled to a refund of either a Payment Process Fee or Service Fee as set out under clause 4.2.
  1. Payment Processing
5.1 You acknowledge and agree that U DO shall process the Purchaser’s payment for the Services on your behalf. U DO will use third party payment processing partners to process the transaction. This third party may change from time to time.
 
5.2 Payments received will be forwarded on to you at the close of your event less the applicable deductions set out under clause 4 above.
  1. Your Content
6.1 In registering with us, any content that you provide and display on our Website including but not limited to data, information, text, editorial content, design elements, formatting, graphics, images, photographs, videos, music sounds (“Your Content”)
 
6.2 In the event a third party brings a claim against U DO with respect to Your Content you agree to fully indemnify and keep indemnified U DO at your own expense against all losses (indirect, direct or consequential including loss of profit), costs, claims, damages or expenses incurred by U DO or for which U DO may become liable.
  1. Intellectual Property Rights
7.1 You acknowledge that U DO is either the owner of all intellectual property rights on its Website and in the material published on it or holds a right over or a licence to it. All such rights are reserved. You will not use or attempt to use any of the content displayed on the Website that you have not created or you do not contribute.
7.2 You agree to grant U DO a non-exclusive, irrevocable, perpetual, worldwide, royalty-fee, transferable, sub-licensable right and licence to access, use reproduce, transmit, adapt, modify, perform, display, distribute, translate, publish and create derivative works from any and all of your intellectual property, including but not limited to what forms part of Your Content on our Website.
7.3 You warrant that you are able to grant the licence under clause 6.2 and in doing so you will not infringe a third party’s intellectual property rights.
7.4 The Organiser agrees to indemnify and keep indemnified U DO at its own expense against all losses (indirect, direct or consequential including loss of profit), costs, claims, damages or expenses incurred by U DO or for which U DO may become liable due to a breach by the Organiser of clauses 7.1 and 7.3.
  1. Data Protection
8.1 The Organiser acknowledges and agrees that for the purposes of this Agreement, U DO is the ‘data controller’ and the Organiser is a ‘data processor’ with respect to all personal data processed pursuant to this Agreement. For the purpose of this Clause 8, the phrases “personal data”, “data controller”, “data processor”, “process” bear the meaning given in the Data Protection Act 1998.
8.2 The Organiser shall comply with its obligations under the Data Protection Act 1998 relating to data protection and privacy (if any) concerning the Services.
8.3 In processing personal data in the course of performing the Services, the Organiser shall:
(a) do so only for the purpose(s) of those Services from time to time;
(b) comply with all relevant instructions or requests that U DO may give to the Organiser from time to time concerning such processing including the delivery up of any or all relevant personal data in such reasonable form as U DO may request;
(c) take appropriate technical and organisational security measures to safeguard such data against unauthorised or unlawful processing and against accidental loss or destruction of, or damage to that data, having regard to the nature of such data and the harm which could result from unauthorised or unlawful processing or accidental loss or destruction of, or damage to, such personal data, and the state of technological development and the cost of implementing such measures;
(d) ensure that any personnel of the Organiser who access such data are reasonably reliable, do so only to the extent necessary for their role, are subject to a duty of confidence that covers all personal data processed, and receive reasonable data protection and privacy compliance training (including a knowledge assessment) at least once per year;
(e) at any time upon request, and in any event upon termination or expiry of this Agreement, (unless U DO agrees otherwise in writing in each case) deliver up all relevant personal data that the Organiser or any of the personnel of the Organiser hold in connection with the Services, in such reasonable electronic form as U DO may request. Following such delivery up, and at such time and in such manner as U DO shall reasonably direct, the Organiser shall promptly and securely delete or destroy all such personal data and certify that it has done so in a form reasonably satisfactory to U DO;
(f) not cause or allow such data to be transferred out of or otherwise processed outside of the European Economic Area;
(g) not pass such data to any third party save to personnel of the Organiser except (a) with U DO’s prior written consent in each case and (b) where the Organiser has entered into a written contract with that third party under which that third party agrees to obligations that are materially equivalent to those set out in this Clause X;
(h) notify U DO promptly (and in any event within 2 business days) of receiving any complaint, subject access request, or other request (such as from any applicable government, agency or regulator) in respect of personal data; and immediately in the event that the Organiser becomes aware of any unauthorised or unlawful processing or accidental loss or destruction of, or damage to such data;
(i) not supplement any personal data provided directly or indirectly to the Organiser with any other data (including any other personal data), save as necessary for the purpose of performing the Services;
(j) maintain reasonably appropriate processes, systems and controls to guard against any act or omission in the course of performance of the Services that would put U DO (as data controller) in breach of any laws relating to data protection or privacy; and
(k) not access or place any information, computer code, or computer file on any data subject end user device (for example any cookie or other tracking or behavioural technology), nor use any other technique to track the behaviour or usage of any data subject end user device, nor send any marketing communication by any means to any data subject, save as otherwise agreed by U DO in advance in writing.
8.4 You agree to indemnify and keep indemnified and defend at your own expense U DO against all costs, claims, damages or expenses incurred by U DO or for which U DO may become liable due to any failure by you as the Processor or your employees or agents to comply with any of its obligations under this Agreement.
  1. Limitation of our Liability
9.1 Nothing in this Agreement excludes or limits our liability to you for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
9.2 To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our Website or any content on it, whether express or implied.
9.3 We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
(a) use of, or inability to use, our Website; or
(b) use of or reliance on any content displayed on our Website.
(c) as a business user, please note that in particular, we will not be liable for loss of profits, sales, business, or revenue, business interruption, loss of anticipated savings, loss of business opportunity, goodwill or reputation or any indirect or consequential loss or damage.
9.4 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Website or to your downloading of any content on it, or on any website linked to it.
9.5 We assume no responsibility for Your Content you display on our Website nor websites linked to our Website. Any links to other websites through our Website should not be interpreted as an endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
  1. Entire Agreement
This agreement constitutes the entire agreement between U DO and the Organiser and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
  1. Law and Jurisdiction
11.1 This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
11.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.