Act Terms & Conditions

YONDA terms and conditions for suppliers

DISCLAIMER

This page sets out our Terms and Conditions on which you (the “Service Provider” or any of your representatives) agree to be bound by making use of Explore Yonda Website Ltd (“Explore Yonda”) services.

Please read these Terms and Conditions carefully as they contain important information regarding your legal rights, remedies and obligations. These include various limitations and exclusions and obligations to comply with applicable laws and regulations.

These Terms and Conditions are accepted by you or any representative making use of Explore Yonda services having been made aware of these terms via any means of communication. Solely for the purposes of documentation, we may also ask you, or any representative, to accept these terms via our Website or by signing these terms either physically or electronically.

As a Virtual Supplier we may send you a business in three ways:

• Partner
  • We’ll promote your Offering to our customers. Should we win this business, we will contact you to confirm you can deliver your Offering for the purposes of the event. Once you are confirmed to deliver it, we will invoice the Customer and you may invoice us for the Price List cost, less our 20% Commission.
• Website
  • Our clients may book your services directly on our Website. You’ll receive the Customer Spend, less our 20% Commission. No additional commission is due on any booking made with you directly by a Customer as a result of your presence on the Website.
• Affiliate
  • We may refer customers to you by making an introduction or tracked referral. If this business confirms with the Customer, we will invoice you for 20% of the Customer Spend.

You understand and agree that Explore Yonda is not a party to any agreement entered into between the Service Provider and Customer, nor is Explore Yonda acting as an agent, or in partnership with any Service Provider or Customer. Explore Yonda has no control over the conduct of Service Providers or Customers, other users of the Services, Listings, or any Service Provider advertised on the Website, or advocated by our Explore Yonda Expert Service, and disclaims all liability in this regard to the maximum extent permitted by law.

You acknowledge and agree that, by using or accessing the Services, you are indicating that you have read and that you understand and agree to be bound by these terms, whether or not you have accepted these terms via our Website or by signing these terms either physically or electronically. If you do not agree to these terms, then you have no right to access or use the Services. If you accept or agree to these terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

If you accept or agree to these terms they shall continue in full force and effect, subject to termination in accordance with the provisions of these terms

The Website is intended to be used to facilitate the introduction of Customers to Service Providers for the purpose of booking virtual and live event and experience providers, or the provision of goods or services related to virtual experience providers, directly between those two parties.

Explore Yonda does not control the content contained in any Listings, or other information provided directly or indirectly by the Service Provider and does not make any warranty or representation to the Customer as to the condition, legality or suitability of any virtual or live event experience provider. Explore Yonda is not responsible for and disclaims any and all liability related to any and all Listings and Service Providers. Accordingly, any Listings advertised by the Service Provider, or bookings made by the Customer, are done so at their own risk.

Agreed Terms

1. INTERPRETATION

1.1 The service is operated by Explore Yonda Website Limited, a company registered in England and Wales. 

1.2 Definitions in these Terms and Conditions:

Account: means an account created by a Service Provider or by the Explore Yonda Team on behalf of a Service Provider on the Website for the purpose of creating Public or Private Listings, pursuant to the registration process and requirements as determined by Explore Yonda from time to time.

Affiliate: any Service Provider which has an Account and may receive an Enquiry from the Explore Yonda Team

Agreed Commission: the agreed commission shall be 20%.

Business Day: any day other than a Saturday or Sunday or a bank or public holiday in England.

Completed Booking: shall mean a Confirmed Booking, following which the Event takes place in accordance with the agreement made at the time of Confirmed Booking, or on such other re-scheduled Event Date as the Service Provider and Customer may subsequently agree upon.

Cancelled Booking: shall mean a Confirmed Booking following which the Customer notifies the Service Provider that the Event is cancelled and/or postponed for a period of not less than 3 years’ after the date on which an Enquiry is made.

Confirmed Booking: shall mean a Service Provider agreeing with a Customer, in writing or otherwise, for a Service Provider to undertake the provision, hire or letting of goods and services involved in an Event in exchange for money or other benefits

Customer: a Person or Company using the Services for the purpose of an event provided by the Service Provider.

Customer Spend: the total final price (exclusive of VAT) agreed to be payable from the Customer to the Service Provider.

Enquiries: an Enquiry is made when any of the following occur:

• (a) a Customer makes contact (or attempts to make contact) with a Service Provider through the Website by submitting their personal contact details via a form on the Site;
• (b) a member of the Explore Yonda Team contacts (or attempts to contact) a Service Provider on behalf of a Customer (by whatever means available, whether by email, phone, the Website or otherwise) in respect of a potential Booking with a Service Provider; or
• (c) a member of the Explore Yonda Team suggests a particular Service Provider to a Customer (whether or not contact has been made by Explore Yonda with the Service Provider); or
• (d) a Customer makes a telephone call to Explore Yonda regarding an Event and is directly transferred to a Service Provider; or
• (e) a Customer engages a Service Provider on premises during a visit that has been facilitated by Explore Yonda, this may include viewings for separate enquiries or client events; or
• (f) a Service Provider refers a Customer (for whatever reason) to another Service Provider or an Affiliate which has been previously referred to them under points (a), (b), (c) or (d).

An Enquiry shall be for any Events which arise from the chain of contact arising from an Introduction. For the avoidance of doubt, if a Customer initially enquiries regarding Event A, but on viewing a virtual experience provider decides to book that Service Provider for Event B, then both Event A and Event B shall be commissionable. If a Customer returns, not via Explore Yonda, after Event A and wishes to book Event B then Event B shall not be commissionable. and “Enquiry” shall be interpreted accordingly.

Event: the provision, hire or letting of goods or services by a Service Provider to a Customer on an Event Date(s) in exchange for money or other benefits.

Event Date(s): the date or consecutive dates on which an Event for which a Confirmed Booking is made, takes place.

Explore Yonda Team: any officer, employee, agent or representative of Explore Yonda Website Limited, or any other person working on behalf of Julia Charles Event Management Ltd.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Introduction: after, or at the point, an Enquiry is made from which a Service Provider and a Customer communicate directly regarding an Event or other related arrangements. This introduction may be made by Explore Yonda, directly between the Customer and Service provider or by an unrelated third party.

Listing: means a Public Listing or a Private Listing.

Featured Listing: means a one-time subscription/payment to be listed on the Website as a featured experience

Marketing Services: additional marketing activities carried out to market Service Providers to Customers

Offering: The goods or services you provide, or goods or services similar to yours

Person: shall mean any natural person, or corporate or unincorporated body (whether or not having separate legal personality).

Public Listing: means a web page connected with the Account (as generated by the Site) which describes a virtual or live event experience provider available for hire.

Price List: A list of pricing provided by the Service Provider to Explore Yonda, which may be used as a guide in providing a quote to a Customer

Private Listing: means details of a virtual experience provider which have been submitted privately to the Explore Yonda Team (which can otherwise become a Public Listing subject to the express instruction of the Service Provider) for the purpose of allowing the Explore Yonda Team to advertise a virtual experience or live event provider to Customers, otherwise than through the Site. This shall include details for a virtual experience or live event provider who is in the process of becoming a Public Listing as well as details for a virtual experience provider which are intended to remain Private.

Recurring Event: shall mean an Event(s) which repeat across multiple Event Dates which have arisen from a single Enquiry or an Event(s) which re-occurs more than once with the same Service Provider.

For the avoidance of doubt:

• A series of events with the same Service Provider or a Christmas party that repeats with the same virtual experience provider are considered Recurring Events (i.e. same event re-occurring), irrespective of how the Customer re-books the repeat events.
• A company Christmas Party followed by a quarterly reception (i.e. two different events, not recurrences of the same event), each organised with the same Service Provider by the same Customer but via separate Enquiries is not considered Recurring Events.

Services: means those services which Explore Yonda provides to Service Providers and Customers from time to time, whether through the Website or otherwise.

Site: the website as found at the root domain https://exploreyonda.com and including all subdomains.

Service Provider (“You”): means the Person, or any of their representatives, who may provide, hire or let goods or services to a Customer for an Event.

Virtual Events Order Form: means an order form sent to Service Providers by the Explore Yonda Team upon confirmation that a Customer would like to book that Service Provider

2. BOOKINGS

2.1 By using the Services, having been made aware of these terms, you have agreed to receive Enquiries. This includes accepting any enquiries by either:

• a) accepting an Enquiry made through the Site; or
• b) accepting or requesting an Introduction to the Customer
• c) accepting an Enquiry from a member of the Explore Yonda Team

2.2 All Enquiries are or may be subject to review by members of the Explore Yonda Team prior to being sent to you, or at such time as they are sent to you

2.3 Once an Enquiry has been made to a Service Provider, the Enquiry shall be deemed to have been received by the Service Provider at the time at which the Enquiry is made to the Service Provider, whether or not the Service Provider acknowledges receipt of that Enquiry

2.4 Explore Yondareserves the right to contact either the Service Provider or the Customer at any time following an Enquiry so as to ascertain the status of the Enquiry and ask for feedback or any contracts related to a Confirmed Booking from either party.

3. OBLIGATIONS OF THE SERVICE PROVIDER

3.1 In agreeing to receive Enquiries from Explore Yonda, the Service Provider agrees to act at all material times in good faith towards Explore Yonda.

3.2 The Service Provider shall provide Explore Yonda, in a timely manner, the information that Explore Yonda reasonably requires to carry out its duties, including marketing information for and details of the Services, and information about the Service Provider.

3.3 The Service Provider agrees to maintain up to date contact details in connection with the Account and shall ensure in so far as is reasonably practicable that the Price List in relation to any Account, is accurate.

3.4 Where not apparent, the Service Provider agrees to provide prompt evidence relating to bookings to Explore Yonda of the following:

• (a) the date it receives a Confirmed Booking;
• (b) the Customer Spend payable for the Event;
• (c) the Event Date(s);
• (d) in the event of a Cancelled Booking, the amount of any non-refundable payment received from the Customer as at the date of cancellation, no later than three Business Days after it receives a Confirmed Booking or Cancelled Booking (as the case may be);
• (e) full-Service Provider company name, company number; the registered office address, VAT number (if applicable).

3.5 In the case that the Service Provider does not provide the details outlined in 3.4 in a timely manner then Explore Yonda reserves the right to assume or estimate these dates/charges as best it can with the information provided. When no other information is readily available, this estimate shall be 150% of any budget described to Explore Yonda by the customer.

3.6 The Service Provider may not advertise prices on the Website or the Price List which are higher than any prices routinely quoted to prospective customers, or advertised elsewhere in the ordinary course of the Service Provider’s business. Further, the Service Provider may not quote prices to Customers which include Explore Yondacommission as an additional fee.

3.7 The Service Provider is responsible for the accuracy of all images and text which are connected to the Account and shall use all reasonable endeavours to ensure that the content is maintained. Explore Yondamay create content on behalf of the Service Provider using information readily available from the public domain, or supplied to it by the Service Provider.

3.8 The Service Provider shall ensure that its Listings do not infringe any applicable laws, regulations or third party rights (including the use of material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (Inappropriate Content).

3.9 The Service Provider acknowledges that Explore Yonda does not purport to monitor the content of any Listings. Explore Yonda reserves the right to remove content from Listings where it reasonably suspects such content is Inappropriate Content. Explore Yondashall notify the Service Provider promptly if it becomes aware of any allegation that any content contained in any Listing on the Website may be Inappropriate Content.

3.10 Provider shall be under no obligation to accept an Enquiry, but will be deemed to have received an Enquiry when it is first provided if they choose to accept the enquiry at a later date in accordance with clause 2.1.

3.11 In the event that the Service Provider is unwilling or unable to accept an Enquiry, the Service Provider agrees that it shall not refer that Enquiry to another entity, unless that entity is another Service Provider, or an Affiliate, in which case that Affiliate’s attention shall be drawn to these Terms and Conditions and its obligation to pay commission pursuant to clause 4.2.

4. COMMISSION AND PAYMENTS

4.1 In consideration of Explore Yonda facilitating the making of Enquiries to the Service Provider, the Service Provider agrees to, and shall be liable to pay commission to Explore Yonda, for any Enquiry which results in a Confirmed Booking, in accordance with the provisions set out in this clause 4.

4.2 The right of Explore Yonda to receive commission shall arise at the point at which a Enquiry is made and for the purpose of this clause 4.2, a Enquiry shall deemed to have been made at the earliest of the following events:

• (a) at such time as a Customer first submits their contact details on the Website through a Listing belong to the Service Provider, for the purpose of making contact with the Service Provider (as timed and recorded by the Site) or by making an Enquiry through the Site; or
• (b) where a Customer has asked the Explore Yonda Team to make contact on its behalf, at such time as the Explore Yonda Team first attempt contact with the Service Provider (whether by way of email, telephone call, through the Website or otherwise) and not the time at which an acknowledgement from the Service Provider is actually received (whether such receipt is deemed or otherwise); or
• (c) where a member of the Explore Yonda Team suggests a Service Provider to a Customer, at such time as the Explore YondaTeam first contact the Customer with the suggestion (whether by way of email, telephone call, through the Website or otherwise) and not the time at which an acknowledgement from the Customer is actually received.; or
• (d) where a Customer has contacted a telephone number or email address administered or operated by Explore Yondafor the purpose of making contact with the Service Provider or Explore Yonda Team which is forwarded directly to the Service Provider; or
• (e) where a Customer engages a virtual experience provider on premises during a visit that has been facilitated by Explore Yonda, this may include viewings for separate enquiries or client events; or
• (f) a member of the Explore Yonda Team has made an Enquiry with a Service Provider for the purposes of making a Confirmed Booking with a Customer, which has subsequently been confirmed by that Customer and the Event for which that Confirmed Booking is made is delivered or is due to be delivered by that Service Provider

4.3 No commission shall be payable to Explore Yonda in respect of a Confirmed Booking where the Service Provider can provide written proof that a Customer has entered into bona fide negotiations with the Service Provider, before the Enquiry is made (as described in clause 4.2) in respect of the same Event to which a Confirmed Booking relates, in the 3 months immediately prior to making an Enquiry (as described in clause 4.2). This clause 4.3 shall not apply to repetitions of Recurring Events.

4.4 For all Confirmed Bookings where the money is due from the Customer to the Service Provider, the following rates of commission will apply:

• (a) in the event of a Completed Booking, the Agreed Commission of the Price List (exclusive of VAT); and
• (b) in the event of a Cancelled Booking, and where the Service Provider has retained a non-refundable payment from the Customer, the Agreed Commission of that payment (exclusive of VAT).

4.5 For a Recurring Event, commission at a minimum rate of the Agreed Commission shall be payable for the first 10 occurrences of that event, or all occurrences within the first year, whichever includes the most events

4.6 All payments due to Explore Yonda will be subject to VAT at the prevailing rate in force at such time as payment becomes due.

4.7 Explore Yondareserves the right to charge a different rate of commission to that otherwise advertised on the Website or Price List or on a case by case basis at its absolute discretion as agreed in an exchange for a signed document with the Service Provider. Unless agreed in an exchange for a signed document between Explore Yonda and the Service Provider, the commission shall be the Agreed Commission.

4.8 Where a booking by a Customer is made with Explore Yonda for the provision of an Offering provided by a Service Provider which is not made directly through the Website,, that Service Provider will receive a Purchase Order upon confirmation of the Confirmed Booking, and may send an invoice to Explore Yonda. Explore Yonda will pay up to 50% of the total either within 3 working days or before work in preparation for the event commences. The balance will be paid by Explore Yonda before the Event Date.

4.9 Where a booking by a Customer is made with Explore Yonda for the provision of goods or services provided by a Service Provider is made directly through the Website, the commission will be deducted from the payment at the source.

4.10 The due date for all invoices for referral commission raised by Explore Yonda will be 28 days from the date on which any such invoice is raised.

4.11 Explore Yonda reserves the right to offer alternate payment terms on a case by case basis at its absolute discretion.

4.12 In the event that invoices are not paid within two weeks of their due date, your Account may be suspended and the credit rating of the Service Provider may be affected. Queries about invoices may be made to contact@exploreyonda.com 

4.13 For any invoices which are more than 30 days overdue, Explore Yonda reserves the right to pass these debts to a 3rd party debt collection agency or reclaim monies directly via the County Court Money Claim process.

4.14 Explore Yonda reserves the right to charge late payment penalties under the Late Payment of Commercial Debts Regulations 2002 (SI 2002 No 1674) and will charge between £40 and £100, depending on the size of the invoice, in addition to interest charged at 8% over the Bank of England base rate Late Payment of Commercial Debts Regulations 2002 (SI 2002 No 1674).

4.15 The liability of the Service Provider for the payment of commission is not subject to, nor conditional upon, the Service Provider having first received payment (whether invoiced or not) from the Customer in respect of the Confirmed or Completed Booking.

4.16 If a Customer default on payment to the Service Provider commission remains due and payable to Explore Yonda. Non-payment from the Customer to the Service Provider does not affect our terms of payment.

4.17 The Service Provider may claim back commission already paid in respect of Confirmed Bookings which are subsequently cancelled by the Customer, subject to providing satisfactory evidence of the same to contact@exploreyonda.com, and subject to the deduction of any payment due in respect of the Cancelled Booking under clause 4.3(b).

4.18 The Service Provider may not claim back commission which has been paid to Explore Yonda in respect of a Confirmed Booking which is subsequently cancelled by the Service Provider.

4.19 Termination of the Service Provider’s Account (howsoever arising) shall not affect the continuation in force of this clause 4 and the Service Provider’s obligation to pay commission to Explore Yonda in accordance with it in respect of any outstanding Booking Enquiries as at the date on which the Account is terminated.

4.20 For the avoidance of doubt, whether rates are expressed to the market as inclusive or exclusive, commission should be expressed on the VAT exclusive rate.

4.21 Service Providers will make Explore Yonda aware at the earliest possible time if another agent may be in a contractual relationship to confirm a booking is acting on behalf of a client. Failure to do so shall be interpreted as not acting in good faith and the expectation in this case will be that the Service Provider will provide full commission to Explore Yonda

4.22 Explore Yonda may have a Customer with whom they are contracted as the exclusive provider of virtual and live event experiences. All bookings from these clients shall be commissionable, irrespective of how the enquiry arises, even if the enquiry is brought to the virtual  or live event experience provider by another agent

4.23 Any Service Provider which wishes to advertise on the Website must pay the Listing Fee through direct debit or credit card. This may be cancelled with one month’s notice should the Service Provider no longer wish to appear on the Site.

5. INTELLECTUAL PROPERTY & UPLOADING CONTENT

5.1 The Intellectual Property Rights in all software made available and content supplied in connection with the Service Provider’s use of the Website and/or Services remains the property of Explore Yonda and/or its licensors, advertisers and/or content suppliers.

5.2 The Service Provider will comply with the terms of any agreement required by the owner of Intellectual Property Rights in all software and content supplied to the Service Provider for the purpose of using the Website and the Service Provider hereby acknowledges that all software that is not made readily available to it is confidential and that all other rights including but not limited to database rights and copyright are asserted and reserved by Explore Yonda, its licensors, advertisers and content suppliers.

5.3 The Service Provider must not modify, translate, reverse engineer, decompile, disassemble (except to the extent that applicable laws expressly or impliedly prohibit such restriction) or create derivative works based on any software or any documentation accompanying such software supplied by Explore Yonda, its licensors, advertisers or content suppliers, via the Site.

5.4 The Service Provider shall not reproduce any marketing material created or commissioned by Explore Yonda for the Service Provider for use on the Website, for the Service Provider’s own external marketing of the Website, without written permission from Explore Yonda.

5.5 Any content a Service Provider uploads to a Website will be considered non-confidential and non-proprietary. The Service Provider retains all of its ownership rights in such content, but is required and agrees pursuant to these Terms and Conditions to grant Explore Yondaa limited licence to use, store and copy that content and to distribute and make it available to third parties.

5.6 Explore Yonda may use any images or other media which have been uploaded to a Listing or made publicly available by a Service Provider, for the purpose of marketing Explore Yonda’s services.

5.7 Explore Yonda reserves the right to disclose a Service Provider’s identity to any third party who is claiming that any content posted or uploaded by the Service Provider to the Website constitutes a violation of their Intellectual Property Rights or of their right to privacy.

5.8 Explore Yonda will not be responsible, or liable to any third party, for the content or accuracy of any content published by Service Providers or Customers to the Website or otherwise.

5.9 Explore Yonda reserves the right to remove any listing if, in Explore Yonda’s opinion, that Listing does not comply with acceptable standards. This includes the removal of featured listings without a refind on the featured listing fee. 

6. LIMITATION OF LIABILITY

6.1 Where Explore Yonda provides Affiliate business, it shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind the Service Provider in any way, and shall not do any act which might reasonably create the impression that Explore Yonda is so authorised. Explore Yonda shall not make or enter into any contracts or commitments or incur any liability for or on behalf of the Service Provider where it provides Affiliate business, including for the provision, hire or let of any goods or services or the price for them, nor shall it disclose to each Customer that it has no authority to enter into any contract on behalf of the Service Provider.

6.2 Where Explore Yonda provides Affiliate business, Explore Yonda shall not warrant or represent to the Customers that any Service Provider is of satisfactory quality and/or reasonably fit for any of the purposes for which the Service Provider is required The Service Provider acknowledges that if for any reason a customer is not content with a Service Provider, the Customer’s claim is against the Service Provider and the Service Provider alone.

6.3 Explore Yonda shall use its reasonable endeavours to ensure that use of the Services is safe and secure and that the Website is functioning properly.

6.4 Explore Yonda offers no guarantee that the Website, or any content on it, will always be available or be uninterrupted. Access to the Website is permitted on a temporary basis. Explore Yonda may suspend, withdraw, discontinue or change all or any part of the Website without notice and shall not be liable to the Service Provider if for any reason the Website is unavailable at any time or for any period.

6.5 The Service Provider is responsible for making all arrangements necessary for the Service Provider to have access to the Website, and the Service Provider shall be solely responsible for ensuring that use of the Website does not result in any damage to the Service Provider’s computer systems or data loss which might arise from use of the Website and/or disruption to the Services.

6.6 Explore Yonda(including its affiliates, officers, directors, agents and employees) shall not be liable to either the Service Provider or Customer in contract, tort (including negligence) or otherwise for any business losses, such as loss of data, profits, revenue, business, opportunity, goodwill, reputation or business interruption or for any other losses arising directly or indirectly from:

• (a) use of or an inability to use the Website and/or Services;
• (b) delays or disruptions in the operation of the Website and/or Services;
• (c) viruses or other malicious software which is acquired by accessing the Website, or any website, services, application or tool linked to the Site;
• (d) glitches, bugs, errors, or inaccuracies of any kind in the Site;
• (e) a suspension or other action taken in respect to an Account by the Explore YondaTeam;
• (f) the duration or manner in which Listings appear in search results;
• (g) the Service Provider’s need to modify practices, content, or behaviour or loss of or inability to do business, as a result of changes to these Terms and Conditions or our policies (and Explore Yonda reserves the right to modify its policies and these Terms and Conditions at any time consistent with the provisions outlined in these Terms and Conditions).

6.7 Explore Yondacannot confirm, and is not responsible for ensuring, the accuracy or truthfulness of Service Providers’ or Customers’ purported identities, or the validity of the information which they provide to Explore Yonda or post on the Site.

6.8 For the avoidance of doubt, Explore Yonda shall not be liable for any loss or damage caused to the Service Provider arising from the actions or default of any Customer (for whatever reason whatsoever) and Explore Yonda makes no representations or warranties to the Service Provider as to the Customers who may engage with the Service Provider, as a direct result of Explore Yonda carrying out the Services.

7. MARKETING SERVICES

7.1 Explore Yonda may in its absolute discretion offer marketing services to Service Providers from time to time, for which a fee is payable on the terms in clause 4.10.

7.2 The Marketing Services shall be offered in accordance with these terms and any additional provisions as advertised on the Website or otherwise through the Explore YondaTeam (in each case as may be varied from time to time).

7.3 The Marketing Services may include (but shall not be limited to) consultation with the Explore Yonda Team as to the appearance and creation of effective Listings, photography packages, advice as to promotional strategies, premium placement of Listings in highly visible areas of the Website, and direct marketing by the Explore YondaTeam on the Service Provider’s behalf, by way of social media campaigns and marketing, content marketing, conversion rate optimisation, search engine optimisation, website analytics, newsletters and mailshots, and the organisation of promotional events specific to a booking with a virtual experience provider. It may also include marketing under our other brands, Julia Charles Event Management, Julia Charles Global Events, Julia Charles Event Marketing  and Julia Charles Luxury Events

7.4 The Service Provider accepts that in the course of carrying out the Marketing Services, Explore Yonda may from time to time promote a Service Provider through marketing literature or social media platforms, and make such representations on the Service Provider’s behalf as the Explore Yonda Team shall think fit, in order to promote the Service Provider.

7.5 Explore Yonda shall not in any circumstances have any liability for any losses or damages which may be suffered by the Service Provider (or any person claiming under or through the Service Provider), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

• (a) special damage, even though Explore Yonda was aware of the circumstances in which such special damages could arise;
• (b) loss of profits;
• (c) loss of anticipated savings;
• (d) loss of business opportunity;
• (e) loss of goodwill;
• (f) loss of, or damage to (including corruption of), data;

which the Service Provider believes to have arisen as a result of the actions of Explore Yonda in undertaking the Marketing Services, provided that this clause 7.5 shall not prevent claims for loss of or damage to the Service Provider’s tangible property that fall within the terms of clause 7.6 or any other claims for direct financial loss that are not excluded by any of categories (a) to (f) inclusive of this clause 7.5;

7.6 The Service Provider agrees that, in accepting these Terms and Conditions, it has not relied on any representations (whether written or oral) of any kind or of any person other than those expressly set out in these Terms and Conditions or (if it did rely on any representations, whether written or oral, not expressly set out in these Terms) that it shall have no remedy in respect of such representations and (in either case) Explore Yonda shall not in any circumstances have any liability otherwise than in accordance with the express Terms and Conditions set out herein.

7.7 Without prejudice to any other express limitation of liability within these Terms and Conditions, the total liability of Explore Yonda, whether in contract, tort (including negligence) or otherwise in connection with the Paid Services, shall in no circumstances exceed a sum equal to 100% of the Charges payable by the Service Provider to Explore Yonda in the period in which the liability arises.

7.8 Explore Yondaoffers no representations or warranties as to the effectiveness of the Marketing Services for the purpose of generating Enquiries or Confirmed Bookings.

7.9 All amounts due to Explore Yonda in respect of the Paid Services shall be paid by the Service Provider in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7.10 For the avoidance of doubt, Events booked during the time when a Service Provider is being marketed shall be commissionable as described in section 4.

7.10 Explore Yonda reserves the right to cease the Marketing Services with no refund if there is a breach of these terms by the Service Provider.

7.11 Explore Yonda retains the right to full editorial control for all content produced and distributed as part of the Marketing Services. The Service Provider shall have no claim against Explore Yonda arising from the production or distribution of content as part of the Marketing Services.

8. NOTICES

8.1 We will contact you by e-mail, by post or by providing you with information by posting notices on the Site.

8.2 Notices will be deemed received and properly served immediately when posted on the Website and immediately after an email is sent, or three days after the date of posting of any letter sent within the UK.

9. TERMINATION

9.1 Without affecting any other right or remedy available to it under these Terms and Conditions, Explore Yonda may terminate the Service Provider’s agreement with immediate effect, if:

• (a) the Service Provider fails to pay any amount due under these Terms and Conditions on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; or
• (b) the Service Provider commits a material breach of any term of these Terms and Conditions and such breach is irremediable, or (if such breach is remediable) the Service Provider fails to remedy that breach within a period of 30 days after being notified in writing to do so.
• (c) The Service Provider fails to pay the Listing Fee

9.2 The Service Provider may terminate its agreement with Explore Yonda at any time, or request that one or more Listings be taken down from the Website at any time, by sending notice to contact@exploreyonda.com

9.3 Explore Yonda may terminate or suspend any part of the Services at any time, without giving notice to the Service Provider.

9.4 Termination of the agreement by either the Service Provider or Explore Yonda, or termination of the Services by Explore Yonda (as the case may be) shall not affect any rights, remedies, obligations or liabilities that the parties have accrued up to the date of termination, including the right to claim damages, commissions or other monies due in respect of any breach of these Terms and Conditions which existed at or before the date of termination.

9.5 Any Enquiries made to a Service Provider before the date of the Termination of the agreement shall be commissionable after the date of the Termination of the agreement.

10. DATA PROTECTION

10.1 Definitions.

• Agreed Purposes: the making of Introductions and the negotiation and conclusion of Relevant Contracts.
• Controller, data controller, processor, data processor, data subject, personal data, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation in force at the time.
• Data Protection Legislation: all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).
• Permitted Recipients: The parties to this agreement, the employees of each party and any third parties engaged to perform obligations in connection with this agreement.
• Shared Personal Data: the personal data to be shared between the parties under this agreement. Shared Personal Data shall be confined to the names, telephone numbers and email addresses of Prospective Customers.

10.2 Shared Personal Data. The provisions which follow set out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (Data Discloser) will regularly disclose to the other party (Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes. Each party shall:

• (a) ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;
• (b) give full information to any data subject whose personal data may be processed under this agreement of the nature such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to the Data Recipient, its successors and assigns;
• (c) process the Shared Personal Data only for the Agreed Purposes;
• (d) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
• (e) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this agreement;
• (f) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
• (g) not transfer any personal data received from the Data Discloser outside the EEA unless the transferor:
•  
  • (i) complies with the provisions of Article 26 of the GDPR (in the event the transferee is a joint controller); and
  • (ii) ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.

10.3 Compliance. Each party shall comply with the Data Protection Legislation and agrees that any material breach of the Data Protection Legislation shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.

10.4 Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

• (a) consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
• (b) promptly inform the other party about the receipt of any data subject access request;
• (c) provide the other party with reasonable assistance in complying with any data subject access request;
• (d) not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;
• (e) assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;
• (f) notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
• (g) at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the personal data;
• (h) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
• (i) maintain complete and accurate records and information to demonstrate its compliance with this clause 8 and allow for audits by the other party or the other party’s designated auditor; and
• (j) provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Data Protection Legislation.

11. INDEMNITY

The Service Provider agrees to indemnify, defend and hold harmless Explore Yonda, its directors, officers, employees, consultants, agents, and Affiliates, from any and all third party claims, liability, damages and/or costs (including, but not limited to, legal fees) arising from, without limitation, the Service Provider’s use of the Website and Services, any breach of these Terms and Conditions, infringement of any Intellectual Property Rights or any other right of any person or entity, or breach of any duty of confidence or privacy, or any defamatory statements made by the Service Provider in any form.

12. WAIVER

No failure or delay by Explore Yonda to exercise any right or remedy provided under these Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13. VARIATION

Explore Yondareserves the right to vary these Terms and Conditions unilaterally from time to time. You should regularly check and read the Terms and Conditions for any updates and/or amendments. Explore Yonda will notify virtual experience providers should these Terms and Conditions change. If you do not agree to any of the updates or amendments at any time you should cease to use our Services.

14. SEVERANCE

If any provision or part-provision of these Terms and Conditions becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms and Conditions.

15. GOVERNING LAW AND JURISDICTION

15.1 These Terms and Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

15.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions or their subject matter or formation (including non-contractual disputes or claims).

16. ENTIRE AGREEMENT

16.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.

16.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this agreement.

16.3 No party shall have any claim for innocent or negligent misrepresentation based upon any statement in this agreement.

16.4 Nothing in this clause shall limit or exclude any liability for fraud.

17. CONFIDENTIALITY

17.1 Obligations of confidentiality. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 5.2.

17.2 Confidentiality exceptions. Each party may disclose the other party’s confidential information:

• (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 5; and
• (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

18. THIRD PARTY RIGHTS

18.1 A person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 (“the Act”). Where any clause of this Agreement entitles any person to enforce any term of this Agreement under the Act, the parties reserve the right to vary that term or any other term of this Agreement without the consent of that person.