1. Application of terms and conditions
1.1. These terms and conditions (“Terms”) apply to registered companies participating in the Children’s Activities Week 2022 Event from 21st March 2022 and 27th March 2022 (“Event”) operated by What’s On 4 Ltd t/a Grow4th (“What’s On 4”) with registered number 05701576 (“we” or “us”). By registering for the Event, you agree to the following Terms and that these prevail over any inconsistent terms or conditions contained, or referred to, elsewhere or as implied by law, trade custom, practice or course of dealing. The agreement between us and you, the person or entity applying (or accepting an invitation) to participate in the Event (“you”) and which is subject to these Terms (“Contract”), shall come into effect upon you registered to be part of the Event and shall continue until terminated in accordance with these Terms.
1.3. Any content posted or submitted by you to our site or to our Facebook Group or any other type of forum in the course of the Event is subject at all times to the Acceptable Use Policy.
1.4. Where you are a corporate entity, “you” as used in these Terms shall be deemed to include your officers and employees and you shall procure that such officers and employees fully comply with these Terms.
1.5 Where you are a franchisor and are registering to be part of the Event on your own behalf and on behalf of some or all of your franchisees, you are responsible for the actions of each of your franchisees and shall ensure that they comply with these terms as though they had been directly a party to this contract and shall indemnify us and keep us indemnified against any damages, losses, claims, costs, expenses, fees and any other liability that we may suffer or incur as a result of any action or inaction of any of your franchisees in relation to the Event.
2.1 The Event is described on the website www.caudwellchildren.com
2.2. We may at our absolute discretion refuse participation in the Event to any person or entity and we shall not be obliged to state our reasons for such refusal.
2.3. By registering for the Event, you agree that use your best endeavors to take part in the Event as described including displaying the Event logo on your website.
2.4. Your participation in the Event shall continue unless the Contract expires or is terminated by either of us in accordance with paragraph 7 below.
2.5. The online materials for the Event shall be sent to the email address specified when you register for the Event.
2.6. The online materials for the Event are held on third party secure servers and we have taken all reasonable steps to ensure that the online content will be available at all times during the course of the Event but in the event that such content (or any content added by you or other participants in the Event) is not available in whole or in part at any time, or becomes corrupted, is deleted or is failed to be stored, we shall have no liability in any circumstances.
2.7. The materials we deliver as part of the Event do not in any way constitute advice or recommendations.
3.1. When you register for the Event, you agree as follows:
3.1.1. you will use your best endeavours to fundraise as described online and in the online materials;
3.1.2. you will pay all sums donated during the fundraising within 30 days of the Event as instructed;
3.1.3. you shall indemnify us and our employees and agents from and against all liabilities, professional fees (including reasonable legal fees), damages, losses, costs and other expenses in relation to any claims or actions brought against the us arising out of your fundraising or your participation in the Event.
4. Our obligations
4.1. We warrant to you that the Event is of satisfactory quality and reasonably fit for the purpose for which you registered.
4.2. Other than as set out in paragraph 5.1 above, all warranties and representations are excluded to the fullest extent permitted by law.
4.3. We will endeavour to ensure that all information that we provide is accurate and up-to-date but we shall not be liable for any claims arising from such information being inaccurate or not up-to-date or otherwise.
5. Intellectual Property
5.1. We are the owner or the licensee of all Intellectual Property Rights and all other rights in the materials provided to you by us as part of the Event (“Materials”) and nothing in these Terms or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in the Materials to you or to any other person.
5.2. You may not at any time copy, reproduce, publish in any form, share, sell, dispose of or otherwise make available to a third party in any way any of the Materials.
5.3. We grant to you a limited, non-exclusive, non-transferable, non-sub licensable, revocable licence to use all or any of the Materials for the purposes for which the Event was provided only.
5.4. Except as set out in paragraph 6.3, you may not use any of our intellectual property rights or those of our third party suppliers at any time except where duly licensed. Use of our logo and the use of the logo of our third party suppliers is strictly prohibited without our respective prior written consent. You may use the Event badge that you are provided with as part of the Event.
5.5. Where you contribute any materials to the Event, you grant us a non-exclusive, transferable, sub licensable, irrevocable licence to use such materials in any way we see fit for the Event. You warrant that such materials provided by you do not infringe the intellectual property rights of any third party and agree to indemnify us and keep us indemnified at all times against any liability we may suffer as a result of you providing us with and us using in any way such materials.
5.6 You may not without our prior written consent make any audio or visual recordings of any part of our Event.
5.7. We may from time to time record any or all or any part of the Event being delivered during your attendance. You authorise us to use your image and voice in any such recordings (and to make use of such recording in any way we think fit) without payment, other condition or need for further consent.
5.8. You acknowledge that certain information contained in the Event is already in the public domain.
5.9. You are not permitted to sell or promote products or services to other participants in the Event at any time without our prior written permission.
5.10. The provisions of this paragraph 5 shall survive termination of the Contract.
6 Term and termination
6.1. The Contract shall continue until the Event ends, other than for the Terms that are specifically stated to remain in force which will survive termination of the Contract.
6.2. You may terminate the Contract at any time by emailing us at email@example.com.
6.3 We may terminate the Contract at any time upon notice to you if, further to paragraph 2.3.2 above, we adjudicate that a valid complaint has been made against you in relation to an activity you have provided and you have not remedied such complaint to the satisfaction of the customer.
6.4. Notwithstanding the provisions of paragraph 6.1, either of us may terminate the Contract on written notice to the other with immediate effect if at any time:
6.4.1. the other commits any serious or repeated breach or non-observance of any of the provisions of these Terms or
6.4.2. the other (i) makes a resolution for its winding up, (ii) makes an arrangement or composition with its creditors, (iii) makes an application to a court of competent jurisdiction for protection from its creditors, (iv) is unable to pay its debts, (v) ceases trading or an administration or winding-up order is made or an administrator or receiver is appointed in relation to such party, (vi) is declared bankrupt or (vii) is convicted of a custodial offence (other than a road traffic offence); or
6.4.3. the other party commits any fraud or dishonesty or acts in any manner which in the opinion of the terminating party brings or is likely to bring the terminating party into disrepute or is materially adverse to the interests of the terminating party.
6.5. Termination of this agreement shall not affect either of our accrued rights, remedies, obligations and liabilities of either of us as at the date of termination of this Contract, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination.
6.6. Any delay by us in exercising our right to terminate the Contract shall not constitute a waiver of our right to terminate or to seek any other remedy.
6.7. Paragraphs which expressly or by implication have effect after termination of the Contract shall continue in full force and effect after the date of termination of the Contract.
6.8. This paragraph 6 shall survive termination of the Contract.
6.9. Where the Contract expires, this shall be treated as a termination for the purposes of all paragraphs that refer to “termination”.
7 Limitation of Liability
7.1 We shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses suffered or incurred by the you as a result of you participating in the Event.
7.2. Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall in all circumstances be limited to the price paid by you to register for the Event.
7.3. If we are prevented from or delayed in performing our obligations by your act or omission or by any circumstance outside of our control, we shall not be liable to you for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.
7.4. We shall not be not liable for additional costs incurred by you as a result of changes in the Event.
7.5. Nothing in this paragraph 7 shall limit our liability for death or personal injury caused by our negligence or for our fraud or fraudulent misrepresentation or for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
7.6. The provisions of this paragraph 7 shall survive termination of the Contract.
7.7. You acknowledge and agree that:
7.7.1. the Contract constitutes the entire agreement and understanding between us and supersedes any previous arrangement, understanding or agreement between us relating to the provision of the Event (which shall be deemed to have been terminated by mutual consent);
7.7.2. in entering into the Contract you have not relied on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the provision of the Event other than as expressly set out in the Contract.
8.1. By registered for the Event you warrant that:
8.1.1 You are legally capable of entering into binding contracts; and
8.1.2 You are at least 18 years old; and
8.1.3 That all information you provide us with is materially true and accurate at all times and not misleading in any way.
8.2 You may not transfer any of your rights or obligations under these Terms to another person without our prior written consent. We can transfer all or any of our rights and obligations under these Terms at any time.
8.3 All notices sent by you to us must be sent to What’s On 4 at firstname.lastname@example.org. We may give notice to you at either the e-mail or postal address you provide to us in writing. Notice will be deemed received and properly served 24 hours after an e-mail is sent or two days after the date of posting of a pre-paid first class, recorded delivery or registered letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the first class, recorded delivery or registered post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.
8.4 If any court (or other competent authority) decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be ‘severed’ from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
8.5 If we do not insist on performance of your obligations or we delay in exercising any rights or remedies that we have, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these Terms shall be effective unless we expressly say that it is a waiver and we tell you so in writing.
8.6 We may vary these Terms as we see fit from time to time and if we do, we shall notify you by email of the change of terms. Your continuation with the Event will be deemed to be your acceptance of any new Terms.
8.7 You accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our site. You agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
8.8 A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
8.9 These Terms and any dispute or claim arising out of or in connection with it shall be governed by English law and you and we both agree to the exclusive jurisdiction of the English courts.
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