These Terms of Sale set out the terms under which Services are provided by Us to business customers namely “You”, or “Your” through this website, www.flavoursearch.com (“Our Site”). Please read these Terms of Sale carefully and ensure that You understand them before signing up for a profile on Our Site. You will be required to read and accept these Terms of Sale when creating Your account “Profile”. If You do not agree to comply with and be bound by these Terms of Sale, You will not be able to create a Profile on Our Site. In accessing Our Site You are also bound by the Terms of Use available on Our Site.
These Terms of Sale, as well as any and all Contracts are in the English language only.
1. Definitions and Interpretation
In these Terms of Sale, unless the context otherwise requires, the following expressions have the following meanings:
“Contract”
means a contract for the opportunity to provide a Quotation for Services to customers through Our Site, as explained in Clause 7;
“Customer(s)”
means a person who requests a Quotation via Our Site for an event namely Your Services. Such Customer may or may not be a Consumer for legal purposes. The onus is on You, when entering into a contract with the Customer to advise them of any Consumer Rights;
“Data Protection Legislation”
means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended;
“Services”
means the provision the services You supply which include any of the following:
- Venue or event space rental with or without catering options;
- Activities organised and hosted by You;
- Team building activities which may involve You attending the Customer's location;
- Accommodation
- Virtual events
which shall be requested by the Customer via Our Site and which You shall have an opportunity to provide a Quotation for;
“Message Notification”
means the notification You will receive from Our Site by email advising You that a Services request has been made by a Customer;
“Book Now”
means a Customer wishes to proceed with the Quotation provided by You. By selecting “Book Now” they are opting to enter directly into a contract with You;
“Profile”
means the information You enter on to Our Site which may include, but is not limited to, business name, activity name, location, event and service type, location and any relevant photos or videos;
“Profile Confirmation”
means Our acceptance and confirmation of Your active Profile on Our site;
“Profile Reference/Number”
means the reference number for Your Profile;
“Business Day”
means, any day (other than a Saturday or Sunday) on which ordinary banks are open for their full range of normal business in England;
“Parties”
means You and Us namely the business creating the Profile and Flavour Communications Limited t/a Flavour Venue Search and Flavour Venues & Events;
“Virtual Events”
means a form of Service which takes place remotely usually by means of a cloud platform;
“Quotation”
means a Quotation which You submit to a Customer through Our Site for Services;
“Intellectual Property Rights”
means (a) any and all rights in any patents, trade marks, service marks, registered designs, applications (and rights to apply for any of those rights), trade, business and company names, internet domain names and e-mail addresses, unregistered trade marks and service marks, copyrights, database rights, know-how, rights in designs and inventions; (b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a); (c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and (d) the right to sue for past infringements of any of the foregoing rights; and
“You”, “Your”
means the business You request to create a Profile for on Our Site. By submitting a Profile request You acknowledge that You have the relevant authority to bind the business. Upon our acceptance of Your Profile You will be entering into a legally binding contract with Us in accordance with these Terms of Sale; and
“We/Us/Our”
means Flavour Communications Limited t/a Flavour Venue Search and Flavour Venues & Events.
2. Information About Us
2.1 Our Site, https://flavoursearch.com/, is owned and operated by Flavour Communications Limited t/a Flavour Venue Search and Flavour Venues & Events a company registered in England under company number 10849621 with a registered office address of 124 City Road, London, EC1V 2NX.
3. Business Customers and Consumers
3.1 Access to Our Site is provided free of charge. Where You create a Profile and listings for Your business or someone else's business, and Customers book Services with You, You will become liable for the fees as detailed in Clause 5.
3.2 You must be over the age of 18 to create a Profile and listings on Our Site. You further confirm, when submitting a Profile or listing request, that You have the necessary authority to enter into a legal relationship with Us.
3.3 It is Your responsibility to make any and all arrangements necessary in order to access Our Site.
Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our Site (or any part of it) at any time and without notice. We will not be liable to You in any way if Our Site (or any part of it) is unavailable at any time and for any period.
4. Business Customers and Consumers
4.1 These Terms of Sale apply to business customers only. These Terms of Sale do not apply to individual consumers purchasing Services for personal purposes (that is, not in connection with, or for use in, their trade, business, craft, or profession).
4.2 These Terms of Sale, together with any other terms referenced herein that are applicable to the Services, constitute the entire agreement between Us and You, unless otherwise agreed in writing, with respect to Your access to Our Site. You acknowledge that You have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of Us that is not set out or otherwise referred to in these Terms of Sale and that You shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.
5. Services, Pricing and Availability
5.1 You may submit a Profile and listings to Our Site free of charge. In submitting a Profile and listing requests to Our Site You will be asking to enter into a legally binding relationship with Us.
5.2 Charges will be incurred, and You will become liable, on the following basis:
5.2.1 For venues, event spaces, activity venues and accommodation bookings Our agency commission will be 10% (NET, plus VAT where applicable)* of the total value of the Services provided to each Customer. You will become liable, where a Customer, agrees to a Quotation and You provide the Services to them. Our charges are based on the totality of the Services You provide to the Customer and are not limited to the Quotation amount provided. The totality of the Services could include, but is not limited to hire fees, food and beverages, additional on the day spend on food or beverages, daily delegate rates and event management fees. Excludes service charge.
5.2.2 For team building activity bookings Our agency commission will be 15% (NET, plus VAT where applicable)* of the total value of the Services provided to each Customer. You will become liable, where a Customer, agrees to a Quotation and You provide the Services to them. Our charges are based on the totality of the Services You provide to the Customer and are not limited to the Quotation amount provided. The totality of the Services could include, but is not limited to hosting fees, performance fees, materials and goods shipped to attendees.
If You are a UK business VAT will be charged in addition to the commission stated above. Such rate will be set by government and charged accordingly.
* Any special arrangements agreed, outside of these Terms of Sale, must be agreed in writing (by email) between Us and You. Such contractual relationship will still be in accordance with these Terms of Sale, but the changes noted agreed in writing. Any special arrangements must be confirmed, and agreed in writing, prior to a booking being confirmed. In the event a booking is confirmed prior to the agreement it will be subject to the commission rates detailed herein.
5.3 After the initial Services have been provided (i.e. the date provided on the Quotation) We will contact You requesting the final total of the Services provided. You must inform Us, providing a final receipt and/or booking confirmation detailing the total amount, within 48 hours of completion of the Services. Thereafter We will invoice You in respect of our fee. Our fee is payable within 30 days of the date of the invoice save for where the Services include team building activities and/or Virtual Events in which case the invoice will be payable within 7 days.
5.4 All payments required to be made by either Party shall be made in cleared funds to such bank nominated by Us at the time of invoice, without any set-off, withholding or deduction.
5.5 Where any payment is required to be made on a day that is not a Business Day, it may be made on the next following Business Day. Any sums which remain unpaid following the expiry of the period set out in 5.3 above shall incur interest on a daily basis at 8% above the base rate of the Bank of England from time to time until payment is made in full of any such outstanding sums.
5.6 We make no guarantees that Our Site will always be available for Your use or that of any particular Customer. Further we do not guarantee that by adding Your Profile or any listing to Our Site You will be guaranteed any particular amount of Customer Quotation requests. We reserve the right, at Our complete discretion, to remove or hide Your Profile or business listing where You fail to meet our terms and conditions or You fail to meet the Customer's search criteria. Such circumstances include, but is not limited to, late payment in respect of commission.
5.7 When You receive a Message Notification You will have the opportunity to submit a Quotation for Services to a Customer through Our Site. Our Site will not display full contact details of the Customer until the Customer accepts the Quotation and clicks the “Book Now" button. You must not attempt, via any means, to research or attempt to contact the Customer outside of Our Site until the “Book Now” button has been clicked by the Customer. We encourage You to keep communication on Our platform until a Booking has been confirmed. You may, for the sole purpose of arranging a viewing, share your contact details, but you must not attempt to accept any direct contact outside of the Platform thereby circumventing Us and Our commission. Any attempts to do so will be considered a legally enforceable breach of these Terms of Sale.
5.8 You do not have to submit a Quotation for every Message Notification that You receive. However we do ask, in the interest of politeness and to assist in Your customer service, that You do respond to messages from Customers within 72 hours, which includes declining any Quotation requests or enquiries you do not wish to fulfill.
6. Contract Formation
6.1 Our Site will guide You through the Profile and listing creation process. All Profiles and listings are manually accepted and We therefore ask that You review the same before clicking "Request approval" for submission. After submission We may ask any relevant questions and/or require documentation prior to the same being accepted. These include, but are not limited to, qualifications and proof of insurance. Your Profile and listing will only be made live where we deem it fits Our criteria. We, at our complete discretion, have the right to reject Your Profile or listing being registered on Our Site. By creating a Profile and any subsequent listing You agree to respond to Us and any Customer request within 72 hours of the communication being sent.
6.2 No part of Our Site constitutes a contractual offer capable of acceptance. Your Profile creation, and any subsequent listing requests, constitutes a contractual offer that We may, at Our sole discretion, accept. Our acknowledgement of receipt of Your request to create a Profile and/or listing does not mean that We have accepted it. Our acceptance is indicated by Us sending You a Profile Confirmation and/or listing confirmation by email. Only once We have sent You the relevant confirmation will there be a legally binding contract between Us and You (“the Contract”).
6.3 Your Profile Confirmation and/or listing confirmation shall contain the following information:
6.3.1 Your Profile information;
6.3.2 Confirmation of Your Profile and/or listing details You have entered on Our Site;
6.4 You may amend Your Profile or listing by requesting any relevant changes through Our Site. If the changes are accepted We will notify You of the same by means of email.
6.5 By submitting your Profile and/or listings You confirm and agree that all pricing will be the same pricing detailed on Your own website or in any marketing brochures or material. You are confirming that, the Customer will be charged the same amount as if they had approached You directly to make the booking.
6.6 Your Profile or listing must not contain any website addresses or contact information that will allow a Customer to contact You directly. Customers must only be able to contact You, when visiting Our Site, by means of enquiry form on Our Site.
7. Our Site, Payment for the Services You provide to the Customer's and Indemnification
7.1 Once You have received Your Profile Confirmation or listing confirmation it will be live on Our Site. Thereafter Customers will be able to search Our Site and submit Message Notifications to You.
7.2 After a Message Notification is received You will be able to ask the Customer relevant information with regard to their request. You are not permitted, until the Customer has clicked the Book Now button, to ask personal information such as full name, email address, postal address or any other information that will personally identify that Customer. If You are found to be in breach of this Clause Your Profile and/or will be removed from Our Site and We reserve the right to take any relevant legal action against You.
7.3 Where a Customer clicks the Book Now button, and You are happy to proceed with the Quotation, it will be Your responsibility to ensure the Customer is provided with a contract from You. It is therefore Your responsibility to ensure that the Customer is provided with all relevant contractual obligations including, but not limited to, the customer’s right to a cooling-off period and any Consumer Rights. Payment for the Services shall be between You and the Customer and We shall not have any involvement in the same, save for receiving Our fee in accordance with these Terms of Sale.
7.4 For the avoidance of doubt in agreeing to proceed with a Quotation You will be entering into a legally binding contract, which You must supply, with the Customer to provide the Services and as such You will bear any liability in respect of those Services being provided.
7.5 You hereby undertake to indemnify Us, and to keep Us, at all times, fully indemnified against any all losses arising as a result of any action or claim made by a Customer bought against Us as a result of the provision of Your Services. You further, and at all times, agree to fully indemnify Us in respect of any and all materials, photos, videos or words supplied by You in the creation of Your Profile and/or listings which may constitutes an infringement of any Intellectual Property Rights belonging to a third party.
7.6 If We receive three consecutive complaints regarding You, any employees or contractors associated with You we shall, without notice to You, remove Your Profile and any listings from Our Site.
7.7 We have the ability to delete Your Profile and listings from Our Site at any time We wish.
7.8 You can request the deletion of Your Profile by emailing [email protected]. You accept that prior to deletion, We must first review any pending bookings. We reserve the right not to delete Your Profile and related booking information unless we are satisfied no fees are due in relation to past, present or future bookings.
8. Your Profile and listing Visibility on Our Site
8.1 We will provide Our Site free of charge. Where You submit a Profile and/or listing request the same will remain on Our Site, until such time that You decide You no longer want it on Our Site or we find You in breach of these Terms of Sale. You can remove Your Profile (subject to clause 7.8), or obscure from view any listing at any time on Our Site. We can remove Your Profile or any listing from Our Site without notice at any time at Our complete discretion.
8.2 If We require any information or action from You in order for Your Profile or any listing to remain on Our Site, We will inform You of this as soon as is reasonably possible.
8.3 We always use reasonable endeavours to ensure that Our Site is available, but make no guarantees in respect of the same. If You notice there is a problem with Our Site please contact Us as soon as possible via email.
9. Deleting or amending of Your Profile or listings
9.1 If You wish to delete Your Profile, please inform Us. You can delete any listing that has not yet been approved Yourself.
9.2 We may ask You why You have chosen to remove Your Profile and/or listing and may use any answers You provide to improve Our Site in the future.
9.3 We shall have the right to delete Your Profile and any listings, at our complete discretion, if You breach the contract in a material way and fail to remedy the breach within 14 days of Us asking You to do so in writing.
9.4 We shall have the right to delete Your Profile and any listings due to inactivity. If Your Profile has been inactive, with no listings, for a continuous period of 2 years, We shall remove it from Our Site without notice to You.
9.5 In the event that Your business ceases to trade You should notify Us accordingly. It remains Your sole responsibility to request the same be removed and We will not be responsible, or accept any liability, for non-deletion or inaccuracies, due to Your failure to request deletion of Your Profile and any listings.
9.6 Should Your business change hands You must notify Us accordingly. Any new listing requests will be subject to these Terms of Sale and You and/or the new owner will be deemed to accept the same by submitting any listing.
10. Ending the Contract Because of Something We have Done (or Will Do)
You may end the Contract created by these Terms of Sale at any time by requesting to delete Your Profile and listings. However, ending the Contract does not terminate Your liability to pay Us any fees as detailed in Clause 5.2. Fees are due in respect of all Quotations accepted by You and any work or Services that stems from such Quotation.
11. Our Right to Cancel
We may cancel the contract at any time, at Our complete discretion. Notice of the same will be provided by means of email. Where we cancel the contract, You will remain liable for the payment of Our fees as detailed within these Terms of Sale.
12. Our Liability
12.1 Subject to sub-Clause 12.3, We will not be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity, or for any indirect or consequential loss arising out of or in connection with any contract between You and Us.
12.2 Subject to sub-Clauses 12.3 Our total liability to You for all other losses arising out of or in connection with any contract between You and Us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to £500.
12.3 Nothing in these Terms of Sale seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); for fraud or fraudulent misrepresentation; or for any other matter in respect of which liability cannot be excluded or restricted by law.
13. Communication and Contact Details
Should You wish to contract Us you may do so by emailing Us: [email protected] We do not however accept the service of papers electronically unless otherwise agreed in writing.
14. How We Use Your Personal Information (Data Protection)
14.1 All personal information of Yours that We may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation and Your rights thereunder.
14.2 For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of Your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy & Cookies Policy.
15. Intellectual Property
15.1 Where You submit content (words, images, recordings and any other material) to be used on Your Profile, You confirm that You have the relevant permission and or licence to use the same. In doing so You agree to fully indemnify Us against any costs or damages incurred in accordance with Clause 7.5, in the event of any claim in respect of the same.
15.2 We are not responsible for any loss of any content submitted to Our Site. If is Your sole responsibility to secure and backup any content submitted.
15.3 We may reject or remove any content from Our Site submitted by You at Our sole discretion.
15.4 We have the right to disclose your identity to a third party if that third party claims that any content submitted by You infringes their Intellectual Property Rights (including, but not limited to, copyright) or their right to privacy.
15.5 You (or your licensors, as appropriate) retain the ownership of any content submitted and all associated Intellectual Property Rights. When you submit content to Our Site, you grant Us an unconditional, non-exclusive, fully transferable, royalty free, perpetual, worldwide licence to use, store, archive, syndicate, publish, transmit, adapt, edit, reproduce, distribute, prepare derivative works from, display, perform, and sub-licence your content to the extent necessary to operate and promote Our Site.
16. Data Processing
16.1 In this Clause 16, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in Article 4 of the UK GDPR.
16.2 The Parties hereby agree that they shall both comply with all applicable data protection requirements set out in the Data Protection Legislation. This Clause 16 shall not relieve either Party of any obligations set out in the Data Protection Legislation and does not remove or replace any of those obligations.
16.3 For the purposes of the Data Protection Legislation and for this Clause 16, Us, namely Flavour Communications Limited t/a Flavour Venue Search and Flavour Events is the “Data Controller” and “You” are the “Data Processor”
16.4 The type(s) of personal data, the scope, nature and purpose of the processing, and the duration of the processing will be provided to You and Entitled “Data Processing Schedule”.
16.5 The Data Controller shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Data Processor for the purposes described in these Terms of Sale.
16.6 The Data Processor shall, with respect to any personal data processed by it in relation to its performance of any of its obligations under these Terms of Sale:
16.6.1 Process the personal data only on the written instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by law. The Data Processor shall promptly notify the Data Controller of such processing unless prohibited from doing so by law.
16.6.2 Ensure that it has in place suitable technical and organisational measures (as approved by the Data Controller) to protect the personal data from unauthorised or unlawful processing, accidental loss, damage or destruction. Such measures shall be proportionate to the potential harm resulting from such events, taking into account the current state of the art in technology and the cost of implementing those measures. Measures to be taken are set out in the Data Processing Schedule.
16.6.3 Ensure that any and all staff with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential; and
16.6.4 Not transfer any personal data outside of the UK without the prior written consent of the Data Controller and only if the following conditions are satisfied:
16.6.4.1 The Data Controller and/or the Data Processor has/have provided suitable safeguards for the transfer of personal data;
16.6.4.2 Affected data subjects have enforceable rights and effective legal remedies;
16.6.4.3 The Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data so transferred; and
16.6.4.4 The Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data.
16.6.5 Assist the Data Controller at the Data Controller’s cost, in responding to any and all requests from data subjects in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner’s Office);
16.6.6 Notify the Data Controller without undue delay of a personal data breach;
16.6.7 On the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination of these Terms of Sale unless it is required to retain any of the personal data by law; and
16.6.8 Maintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance with this Clause 16 and to allow for audits by the Data Controller and/or any party designated by the Data Controller.
16.7 The Data Processor shall not sub-contract any of its obligations with respect to the processing of personal data under this Clause 16.
16.8 Either Party may, at any time, and on at least 30 calendar days notice, alter this Clause 16, replacing it with any applicable data processing clauses or similar terms that form part of an applicable certification scheme. Such terms shall apply and replace this Clause 16 by attachment to this Agreement
17. Other Important Terms
17.1 We may transfer (assign) Our obligations and rights under these Terms of Sale (and under the contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, You will be informed by Us in writing. Your rights under these Terms of Sale will not be affected and Our obligations under these Terms of Sale will be transferred to the third party who will remain bound by them.
17.2 You may not transfer (assign) Your obligations and rights under these Terms of Sale (and under the contract, as applicable) without Our express written permission.
17.3 The contract is between You and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms of Sale.
17.4 If any of the provisions of these Terms of Sale are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms of Sale. The remainder of these Terms of Sale shall be valid and enforceable.
17.5 No failure or delay by Us in exercising any of Our rights under these Terms of Sale means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms of Sale means that We will waive any subsequent breach of the same or any other provision.
17.6 We may revise these Terms of Sale from time to time in response to changes in relevant laws and other regulatory requirements. If We change these Terms of Sale at any time, We will give You at least one months’ written notice of the changes before they come into effect.
18. Law and Jurisdiction
18.1 These Terms of Sale, and the relationship between You and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.
18.2 Any disputes concerning these Terms of Sale, the relationship between You and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.
DATA PROCESSING SCHEDULE
1. Data Processing
Scope
We collect all relevant data required to carry out this service for You.
Nature
We will only collect the minimum required information to enable us to carry out these services.
Purpose
To enable us to carry out the services as outlined in the Proposal.
Duration
Throughout the duration of the service and for a maximum of 12 months thereafter unless longer retention is required by Statute.
2. Types of Personal Data
Name
Address
Telephone Number
3. Categories of Data Subject
Suppliers
Customers
Contractors
4. Organisational and Technical Data Protection Measures
Password protection
Anti-virus software