REATTENDANCE TERMS OF USE

1. WHO WE ARE AND THESE TERMS

1.1 Who we are: We are Reattendance Limited, an English company number 08070386, whose registered office is at CS Innovation Centre, Mewburn Road, Banbury, Oxfordshire OX16 9PA. However you can contact us most easily by email at [email protected] In this document, “we” and related words refers to us – Reattendance Limited.

1.2 The legal documents that form our relationship: This User Agreement, our Privacy Notice and all policies posted on our website at reatttendance.com together set out the terms on which Reattendance offers you access to and use of our website, services, applications and tools (collectively “Services”).  The Privacy Policy and all such policies are all incorporated into and form part of this User Agreement. You agree to comply with all of these when accessing or using our Services.

1.3 Changes to these terms: We may amend this User Agreement at any time by email or by posting the amended terms on our website. All amended terms shall automatically be effective 30 days after they are initially posted. Your continued use of our Services after the effective date of these amended terms constitutes your acceptance of them. This User Agreement may not be otherwise amended except through mutual agreement by you and our representative authorised to do so.

1.4 Personal Data: For information about the processing of personal data, please see our Privacy Notice.

1.5 You/user: In this document “you” and related words and “user” and related words refer to any person (which might be a human or a company or any other entity) who uses our Services in any way.

2. ABOUT US AND OUR REATTENDANCE PLATFORM

2.1 Reattendance: Reattendance Limited is our name. Reattendance is also our trading name. However, in this document, we use the word “Reattendance” as the name of our marketplace platform that:

2.1.1 allows event management organisations (each known as an “organiser”) to offer video and audio (and otherwise virtual) events (and related digital materials) (individually known as “Items” and all together known as “Events”) to delegates as described at https://reattendance.com/faq/ (which includes our ability to broadcast Items and Events to delegates, although we do not host any underlying  materials). The ability and scope of any such ability of an organiser to offer Events to delegates may be on a free or paid subscription basis (as set out on our pricing page at https://reattendance.com/subscriptions/); and

2.1.2 allows people who want access to those Items or Events (known as “delegates”) to access those Items or Events (on a free or paid basis as determined by the relevant organiser). A delegate can become a delegate either:

(a) by creating a delegate account with us of their own volition; or

(b) by being recommended by an organiser to create a delegate account with us (and in this case, we are acting on the instructions of the organiser when a delegate signs up – although we treat you as if you had signed up of your own volition if you sign up after this).

2.2 Contracts of sale between an organiser and a delegate: We do not host any Items or Events listed or sold through Reattendance and we are not involved in any actual transaction between a delegate and an organiser. The contract for the sale of an Item or Event is directly between a delegate and the relevant organiser (although we collect money from the delegate on behalf of the organiser). We merely provide the marketplace and display platform (known as “Reattendance”) and we collect the money from delegates in any transaction on behalf of organisers.

2.3 Scope of what we do: We do not review organisers’ listings or content or Items or Events. While we may (or may not) help facilitate the resolution of disputes between an organiser and a delegate, we have no control over, and we do not guarantee the existence, quality, safety or legality of, Items or Events advertised; the truth or accuracy of any materials posted by organisers or delegates; the ability of organisers to sell Items or Events or access to Items or Events; the ability of delegates to pay for Items or Events; or that a delegate or organiser will actually complete a transaction or have access to an Item or Event.

3. ORGANISERS

3.1 Organiser’s subscription: An organiser must have a subscription with us to use our Services (other than to use the Services as a delegate). Other than for the free basic subscription, organisers must have a valid payment method on file with Reattendance at all times. An organiser authorises Reattendance automatically to charge the organiser’s chosen payment method in accordance with this User Agreement, for charges and fees incurred in relation to the Services provided by Reattendance. This includes, but is not limited to, amounts owed for Reattendance subscription fees. Reattendance will notify organisers of these charges, including through the Reattendance website (see here: https://reattendance.com/our-prices/). If payments or amounts owed to Reattendance cannot be completed through the payment method on file for any reason, an organiser is still required to pay Reattendance for all unpaid amounts and Reattendance reserves the right to seek reimbursement through other means plus any additional costs incurred by Reattendance in seeking reimbursement. An organiser can only change its payment method by agreement with Reattendance.

3.2 Organiser’s reimbursement of a delegate: If an organiser chooses or is required to reimburse a delegate or Reattendance:

3.2.1 we may:

(a) remove funds from that organiser's PayPal account to reimburse the delegate for the cost of the Item or Event in accordance with the organiser's authorisation provided to us under this User Agreement; or

(b) where there are insufficient funds in that organiser's PayPal account, directly refund the delegate for the cost of the Item or Event, and, in this case, the organiser must reimburse us in full, and in a timely manner, for an amount equivalent to the sum we paid to the relevant delegate; and

3.2.2 where the organiser is at fault, we will notify the organiser and charge the reimbursement amount to the organiser's chosen payment method, or invoice the organiser for the reimbursement amount.

3.3 Listing conditions for organisers: For organisers, when listing an Item or Event, you agree that:

3.3.1 you are responsible for the accuracy, content and legality of the Item or Event listed;

3.3.2 you are responsible for all taxes (including but not limited to penalties, fines, charges, or late payment interest) related to your sales on Reattendance. To the extent possible under English law, you shall pay to us as a debt on demand all costs incurred by us, including but not limited to tax, penalties and interest, levied by any competent tax authority due to your failure to provide a valid VAT registration number and/or your failure to pay any such taxes, penalties or interest;

3.3.3 content that violates any of our policies may be modified, obfuscated or deleted at our exclusive absolute discretion, without any duty to act reasonably or rationally;

3.3.4 we may revise Item or Event data associated with listings to supplement, remove, or correct information;

3.3.5 meta-tags and URL links that are included in a listing may be removed or altered so as to not affect third party search engine results;

3.3.6 some optional upgrade features may only be visible on certain Services; and

3.3.7 to drive a positive user experience, a listing may not appear in some search and browse results regardless of the sort order chosen by the delegate.

4. DELEGATES

4.1 Purchase conditions for delegates: For delegates, when purchasing an Item or Event, you agree that:

4.1.1 you are responsible for reading the full listing before making a commitment to buy; and

4.1.2 you enter into a legally binding contract with the organiser of the Item or Event to purchase the Item or Event when you commit to buy the Item or Event.

5. RULES FOR USING REATTENDANCE

5.1 Rules: In connection with using or accessing the Services you (whether an organiser or a delegate) will not:

5.1.1 use our Services if you are not able to form legally binding contracts (for example if you are under 18), or are temporarily or indefinitely suspended from using our Services;

5.1.2 fail to pay for anything purchased by you;

5.1.3 fail to deliver on anything sold by you;

5.1.4 infringe the copyright, trade mark, patent, moral, database or other intellectual property rights (collectively, “Intellectual Property Rights”) that belong to or are licensed to us. Some, but not all, actions that may be infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to us or someone else;

5.1.5 infringe any Intellectual Property Rights that belong to third parties affected by your use of the Services or post content that does not belong to you;

5.1.6 post, list or upload content in inappropriate areas on our website;

5.1.7 breach or circumvent any laws, third-party rights or our systems or policies;

5.1.8 infringe the copyright, trade mark or other rights of third parties;

5.1.9 manipulate the price of any Item or Event or interfere with any other user's listings;

5.1.10 post false, inaccurate, misleading, defamatory, or libellous content;

5.1.11 transfer your Reattendance account or user ID to another party without our prior written consent;

5.1.12 distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;

5.1.13 use the contact information of other users for any purpose other than in relation to a specific Reattendance transaction on the Reattendance site (which includes using this information to send marketing materials directly to Reattendance users unless the user has given explicit consent to receiving these materials);

5.1.14 distribute viruses or any other technologies that may harm us or Reattendance, or the interests or property of Reattendance users;

5.1.15 use any robot, spider, scraper or other automated means to access our Services for any purpose;

5.1.16 bypass our robot exclusion headers, interfere with the working of our Services, or impose an unreasonable or disproportionately large load on our infrastructure;

5.1.17 export or re-export any Reattendance application or tools;

5.1.18 commercialise any Reattendance application or any information or software associated with such application; or

5.1.19 circumvent any technical measures we use to provide the Services.

5.2 If you are a business entity: If you are registering with Reattendance as a business entity, you warrant and represent that you have the authority to legally bind that entity. If you are trading as a business on Reattendance, you must comply with all applicable laws relating to online trading.

5.3 If you are a delegate consumer: If you are a delegate who is a consumer, you agree that we will start supplying our Services to you as soon as you accept this User Agreement. You can cancel this User Agreement under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. We may recoup any cost we charge you as a delegate (if any) of any Services provided up to the point of cancellation.

5.4 Non-exclusivity: Fees for organisers do not purchase exclusive rights to Item or Event exposure on Reattendance whether on a web page or otherwise.

5.5 Advertising: We may display third party advertisements (including links and references to them) or other content in any part of our Services, at our exclusive absolute discretion, without any duty to act reasonably or rationally.

5.6 International sales: Many of our Services are accessible to international organisers and delegates. Organisers and delegates are responsible for complying with all laws and regulations applicable to international sales and purchases. (We may or may not offer certain programmes, tools and site experiences of particular interest to international organisers and delegates, such as estimated local currency conversion.)

5.7 Unconfirmed and inactive accounts: We may cancel unconfirmed accounts or accounts that have been inactive for a long time or modify or discontinue our Services.

5.8 Sanctions for rule-breaking: If we believe that you are violating any of our policies, you may be subject to a range of actions, including limits on your buying and selling privileges, restrictions on listings and account features, suspension of your account, application of fees for the introduction of an organiser to a delegate and recovery of expenses for policy monitoring and enforcement.

5.9 Termination/suspension: We reserve the right to vary or terminate all or part of our Services and/or not provide all or part of our Services to anyone for any reason and/or period of time, at our exclusive absolute discretion, without any duty to act reasonably or rationally.

5.10 Master remedy: Without limiting our other remedies, we may limit, suspend, or terminate any user account and access to our Services, restrict or prohibit access to, and your activities on, our Services, remove or demote or otherwise restrict the visibility of listings, Items and/or Events, delay or remove content, remove any special status associated with your account, reduce or eliminate any discounts, and take technical and legal steps to keep you from using our Services if:

5.10.1 we think that you are creating problems or possible legal liabilities for us, our users, suppliers or other third parties;

5.10.2 we think that such restrictions will improve the security of users or reduce our or another user's exposure to financial liabilities;

5.10.3 we think that you are infringing the rights of third parties;

5.10.4 we think that you are acting inconsistently with the letter or spirit of this User Agreement or our policies or abuse our employees or users;

5.10.5 despite our reasonable endeavours, we are unable to verify or authenticate any information you provide to us; or

5.10.6 you fail to make, or it is evident that you are unable to make, full payment of any fees due for our Services by your payment due date.

5.11 Possible leniency: When a user issue arises, when we apply our policies, we may consider the user's performance history and any specific circumstances. We may choose to be more lenient with policy enforcement, and to do what we judge (in our exclusive absolute discretion, without any duty to act reasonably or rationally) to be the right thing for both delegates and organisers.

6. MONEY

6.1 Fees: For an organiser, the fees for using our Services are as follows:

6.1.1 pursuant to a subscription package are listed here: https://reattendance.com/our-prices/; and

6.1.2 for each transaction are listed here:  https://reattendance.com/our-prices/. These fees apply arising out of all sales made using some or all of our Services, even if sales terms are finalised or payment is made outside of Reattendance. In addition, if you are an organiser and you offer or reference your contact information or ask for a delegate's contact information which you did not have before, you may be liable to pay transaction fees in consideration of the introduction to a delegate, even if no Item or Event actually sells to that delegate.

6.2 How money works in transaction: For any transaction between an organiser and a delegate, acting as a collection agent we will collect the money from the delegate to pay to the organiser. Before paying it to the organiser we will first deduct any monies due to us (see the preceding clause). We will also hold up paying any money due to the organiser until 14 days after that Item or Event has been delivered by the organiser to the delegate who purchased access to it.

6.3 Fee changes: We may change our fees, or introduce new fees from time to time by posting the changes on the website 30 days in advance of the change taking effect. You may close your account without penalty within 30 days of such notice being given.

6.4 Payment method: You are required to have a payment method on file when selling on Reattendance. If your payment method fails or your account is overdue, we may collect fees owed by charging other payment methods on file and retaining collection agencies or legal counsel.

6.5 Restricting funds: To protect against the risk of liability, we may at times recommend, and may continue to recommend, that PayPal restricts access to funds in an organiser's PayPal account based on certain factors, including, but not limited to, selling history, organiser performance, returns, riskiness, transaction value or any claim made by delegates. This may result in PayPal determining to restrict funds in an organiser’s PayPal account.

6.6 Refunds: Organisers (or we), acting reasonably can determine that a refund is due to a delegate under certain circumstances. If this happens, an organiser hereby authorises us to make any reimbursement back to a delegate or otherwise to request PayPal to reverse the refund amount (in the same or other currency) from the organiser’s PayPal account, and place the amount on the organiser’s invoice as a fee (which may be charged to the organiser’s automatic payment method on file). Also, when a transaction is cancelled, and an organiser chooses to refund the delegate via Reattendance, you authorise us to request PayPal to reverse the refund amount (in the same or other currency) from the organiser's PayPal account, to the delegate.

6.7 Processing errors: We reserve the right to fix any processing errors we discover. We will correct any processing errors by debiting or crediting the payment method used for refund or reimbursement.

7. PROBLEMS IN A TRANSACTION

7.1 Problems are between an organiser and a delegate: Most sales on Reattendance go smoothly, but if there's a problem with a purchase, we will try and facilitate a resolution between the organiser and the delegate. However, ultimately it is for the organiser and delegate to communicate and resolve any issues.

7.2 Payment method on file: Organisers must have a payment method on file with us. Organisers may change this payment method by contacting us. If we determine (in our exclusive absolute discretion, without any duty to act reasonably or rationally) that a delegate should be refunded by the organiser, or if an organiser chooses to reimburse a delegate, we may notify PayPal of the relevant case and remove funds from the organiser's PayPal account to reimburse the delegate for the full amount of the reimbursement. Where there are insufficient funds in the organiser's PayPal account, we may (but are not obliged to) directly refund the delegate and charge the organiser's designated payment method or put the amount on the organiser's invoice.

7.3 Authorities and instructions: For the purposes set out in this  User Agreement, each organiser:

7.3.1 authorises and instructs us to request PayPal to collect or reverse variable amounts from the organiser’s PayPal account to carry out a delegate reimbursement;

7.3.2 authorises and instructs us to request PayPal to collect or reverse variable amounts in other currency holdings (representing payments related to eligible claims) from the organiser’s PayPal account to carry out a delegate reimbursement where the organiser does not have sufficient funds available in the transaction currency;

7.3.3 authorises and instructs us to request PayPal to restrict the organiser’s access to funds (the restriction will apply up to a sum equivalent to the cost of the item paid by the delegate) in the organiser’s PayPal account at any point during the resolution process. (This may result in PayPal determining to restrict funds in the organiser’s PayPal account in order to manage PayPal's risk exposure pursuant to PayPal policies);

7.3.4 authorises and instructs us to charge the payment method the organiser selects to recover the amount we pay to the delegate (in cases where we refund the delegate directly); and

7.3.5 authorises and instructs us to place the reimbursement amount on the organiser’s invoice.

7.4 Recurring basis: Each organiser acknowledges and agrees that the authorisations in the preceding paragraph will be made on a recurring basis and on various dates as required by us to implement the terms of this User Agreement. If an organiser does not provide us with a valid reimbursement method, we may collect the outstanding sums from that organiser using other collection mechanisms, including retaining collection agencies and legal counsel.

8. CONTENT

8.1 Provision of content by you: When you provide us with any content (including causing content to be posted using our Services), you grant us a non-exclusive, worldwide, perpetual (or for the duration of any copyright or other rights in such content), irrevocable, royalty-free, sub-licensable (through multiple tiers) right to use the content (including, without limitation, creating and using derivative works), and you authorise us to exercise any and all copyright, trade mark, publicity, database or other Intellectual Property Rights you have in or to the content in any media known now or developed in the future. Further, to the fullest extent permitted under applicable law, you waive your moral rights in the content and promise not to assert such rights or any other intellectual property rights you have in the content against us, our sub-licensees or our assignees. You agree to ensure that the content directly associated with your listings is and remains accurate, and that you continue to fully comply with this User Agreement.

8.2 Data from us: We try to offer reliable data, but cannot promise that the content provided through the Services will always be available, accurate, complete and up-to-date. You agree that:

8.2.1 we are not responsible for examining or warranting the listings or content provided other than by us through the Services;

8.2.2 you will not hold or attempt to hold us or our data providers liable for inaccuracies; and

8.2.3 not to remove any copyright, proprietary or identification markings in any data we provide or create any derivative works based on that data.

8.3 Our marks: The name "Reattendance" and other marks, logos, designs and phrases that we use in connection with our Services are trade marks, service marks, or trade dress of Reattendance Limited in the United Kingdom and other countries. They may not be used unless expressly authorised by us in writing.

9. DATA PROTECTION

9.1 You and we shall process personal data received under and/or in connection with this User Agreement each as a separate and independent controller. In no event will we and you process personal data under and/or in connection with this User Agreement as joint controllers or in a controller-to-processor relationship. As such separate and independent controllers, you shall be individually and separately responsible for complying with the obligations that apply to you as a controller under applicable data protection laws.

9.2 You shall comply with your obligations under applicable data protection laws (including but not limited to Regulation (EU) 2016/679 (EU General Data Protection Regulation known as the “GDPR”) and supplementing EU and local data protection laws. This includes, but is not limited to, the obligation to provide appropriate safeguards for the transfer of personal data to a third country or an international organisation.

9.3 You shall process personal data received from us exclusively for the purposes you received the personal data under and/or in connection with this User Agreement. You shall erase the personal data received under this User Agreement immediately after the respective purposes have been fulfilled. Any further processing of the personal data is not permitted except when legally required (e.g. if a retention obligation applies).

9.4 Failure to abide by the obligations listed in this Clause 9 may result in disciplinary action up to and including account suspension.

10. STANDARDS

10.1 Standards: We warrant that in everything we do we shall use reasonable care and skill.

10.2 Exclusions: Except as expressly stated in this Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law.

10.3 Other jurisdictions: Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you. This is especially so if you are a consumer.

11. LIABILITY

11.1 No guarantee: We try to keep ourselves and our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. Notification functionality in Services may not occur in real time. Such functionality is subject to delays beyond our control.

11.2 Your responsibility: You accept sole responsibility for the legality of your actions under laws applying to you and the legality of any Items or Events.

11.3 Verification: As is well understood about the Internet, techniques to verify the accuracy and truth of information provided by users are not fool-proof and user verification on the internet is difficult. We cannot and do not confirm, and we are not responsible for ensuring, the accuracy or truthfulness of users' purported identities or the validity of the information which they provide to us or post on our or through our website.

11.4 Exclusions: We (including, but not limited to, our group companies, directors, agents and employees) shall not be liable to you in contract, tort (including, without limitation, negligence) or otherwise for any business losses, such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption or for any losses which are not reasonably foreseeable by us arising, directly or indirectly from:

11.4.1 your use of or your inability to use our Services;

11.4.2 guidance provided by us;

11.4.3 delays or disruptions in our Services;

11.4.4 viruses or other malicious software obtained by accessing, or linking to, our Services;

11.4.5 glitches, bugs, errors, or inaccuracies of any kind in our Services;

11.4.6 damage to your hardware device from the use of any Services;

11.4.7 the content, actions, or inactions of third parties, including, without limitation, items listed using our Services;

11.4.8 a suspension or other action taken with respect to your account or breach of the User Agreement or our policies; or

11.4.9 your need to modify practices, content, or behaviour or your loss of or inability to do business, as a result of changes to this User Agreement or our policies.

11.5 Limit of liability: Regardless of the previous paragraphs in this Clause 11, if we are found to be liable, our liability to you or to any third party is limited to the greatest of:

11.5.1 any amounts legally due to you up to the price the Item or Event sold for on Reattendance;

11.5.2 the amount of fees in dispute not to exceed the total fees which you paid to us in the 12 months prior to the action giving rise to the liability; or

11.5.3 £100.

11.6 Savings: Nothing in this User Agreement shall limit or exclude our liability for fraudulent misrepresentation, for death or personal injury resulting from our negligence or the negligence of our agents or employees, or for any other liability that cannot be limited or excluded by law.

12. COMPENSATION

12.1 You will compensate us in full (and our officers, directors, agents, group companies  and employees) for any losses or costs, including reasonable legal fees, we incur arising out of any breach by you of this User Agreement, your improper use of our Services or your breach of any law or the rights of a third party.

13. GENERAL

13.1 Invalidity: If any part of this User Agreement is held to be invalid, void or for any reason unenforceable, that specific part shall be struck out and shall not affect the validity and enforceability of the remaining parts.

13.2 Set-off: You agree that we may at any time and without notice set-off any of the amounts held in user accounts held or controlled by you with any fees, charges or other amounts you owe us. Our right to set-off means that we may deduct such fees, charges or other amounts mentioned in this paragraph from any credit balance held or controlled by you.

13.3 Assignment: You may not assign, transfer, charge or otherwise encumber, create any trust over or deal in any manner with this User Agreement or any right, benefit or interest under it nor transfer, novate or sub-contract any of your obligations under it, without our prior written consent.

13.4 Headings: Headings of clauses and paragraphs are for reference purposes only and do not limit the scope or extent of any section.

13.5 Waiver: Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

13.6 Your disputes with other users: If you have a dispute with one or more users, you release us from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

13.7 Changes to policies: The policies posted on our sites may be changed from time to time. Changes take effect when we post them on our website site.

13.8 Relationships: No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this User Agreement. A person who is not a party to this User Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this User Agreement but this does not affect any right or remedy of a third party specified in this User Agreement or which exists or is available apart from that Act.

13.9 Entire agreement: The User Agreement and all policies posted on our site are the entire agreement between you and Reattendance and supersedes all previous agreements, promises, assurances, warranties, representations and understandings between you and us, whether written or oral, relating to its subject matter. You acknowledges that in entering into this User Agreement you do not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this User Agreement. You also agree that agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this User Agreement.

13.10 Survival: The following clauses survive any termination of this User Agreement: 1, 2, 3, 4, 5, 6.6, 7, 8, 9, 11, 12, 13 and 14.

13.11 Notices: Legal notices shall be served by registered post to Reattendance Limited, CS Innovation Centre, Mewburn Road, Banbury, Oxon, OX16 9PA, United Kingdom. We shall send notices to you by email to the email address you provide to us during any registration process (or other communication). Notice to you shall be deemed given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by registered mail to the address provided during the registration process. Notices sent to either party by registered mail shall be deemed to have been received by that party three days after the date of mailing.

14. DISPUTES BETWEEN YOU AND US

14.1 If a dispute arises between you and us, we strongly encourage you to first contact us directly to seek a resolution by our customer support team on [email protected]  We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation, as alternatives to litigation. Any claim, dispute or matter arising under or in connection with this User Agreement shall be governed and construed in all respects by the laws of England. You and we both agree to submit to the exclusive jurisdiction of the English courts.