CULTUREVIST – PROVIDER TERMS
- (1) Culturevist Limited, a company incorporated in England and Wales under company number 09589711, the registered office of which is C/O Murrells, 69-75 Thorpe Road, Norwich, England, NR1 1UA (“Culturevist”, “we”, “us” etc); and
- (2) The company, organisation, individual or other legal entity as identified on the sign up or registration process to which these terms are incorporated (“Provider”, “you” etc).
- A. The Culturevist Service is a platform that provides a marketplace for suppliers of training and coaching services, advice or content to engage with and contract with users of the platform.
- B. Provider is a supplier of training and coaching services, advice or content and wishes to list its services on the Culturevist Service, to facilitate the formation of a contract directly between User and Provider, and/or license content to Culturevist for inclusion in the Culturevist Membership Packages.
- C. The Parties have agreed the terms of the agreement as set out in this Agreement.
|Charges||The amount paid by the User for the Provider Services.|
|Confidential Information||Any information disclosed by a Party to the other for use in relation to the Agreement and identified as confidential before or at the time of disclosure or otherwise that is clearly of a confidential nature.|
|Culturevist Fees||The amount charged by Culturevist to the Provider for the Culturevist Service.|
|Culturevist Service||The Culturevist platform that: provides a marketplace for suppliers of training and coaching services, advice or content to engage with and contract with Users of the platform including booking and payment processing services provided by Culturevist on behalf of the Provider and User; and also makes available bundles of content or other materials in Membership Packages.|
|Data Protection Legislation||The Data Protection Act 2018, the EU Data Protection Directive 95/46/EC, the EC Regulation 2016/679 (GDPR), the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable laws and regulations relating to the processing of personal data and privacy.|
|Initial Term||1 (one) month.|
|Renewal Term||Any renewal of the Initial Term as described in the Term and Termination section below.|
|Provider Materials||The images, text, logos, videos, links and other materials provided by the Provider for use on the Culturevist Service in conjunction with the Provider Services, or for licensing into the Membership Packages.|
|Provider Services||The training services, advice or content or other items or services made available to the Users by Providers.|
|Provider Submissions||Any reviews, ratings, comments and other content, along with suggestions for improving the Culturevist Service, that are not Provider Materials.|
|Purchase||A booking for, or purchase of, the Provider Services, as facilitated via Culturevist, between User and Provider.|
|Membership Package||A bundle of content or other materials made available to Users for purchase by Culturevist, in packages by subscription to membership, which may include content licensed to Culturevist from Providers.|
|Term||The Initial Term and Renewal Terms together.|
|User||Means a user of the Culturevist Service who visits or uses the Culturevist Service and/or makes a Purchase via Culturevist from a Provider.|
|Working Day||means any day other than a Saturday, a Sunday or a day which is a public or bank holiday in England and Wales.|
- 2. Structure of arrangements with Provider and User for Provider Services
It is acknowledged and agreed that the following legal and practical structure exists between the Provider, Culturevist and the User:
- 2.1 Culturevist, at its discretion, makes available and promotes certain Provider Services on the Culturevist Service;
- 2.2 The Culturevist Service is a marketplace booking and payment service only with regard to Provider Services Culturevist acts as an interface in the transactions between Providers and Users with regard to Provider Services, including facilitating the payment process relating to Charges between a User and the Provider;
- 2.3 Culturevist is not the supplier of the Provider Services. When Users make a Purchase with a Provider, the User and Provider are entering into a contract directly. Culturevist is not a party to any agreement between you and any User and Culturevist accepts no responsibility for the Provider’s services or the User actions.
- 3. Specialists
- 3.1 The Provider may provide its Provider Services through its employees, contractors or other authorised providers (“Specialists”). Specialists must be pre-approved by Culturevist before supply Providers Services for a Provider.
- 3.2 The Provider confirms that they have the authority to supply such Specialists and is solely responsible for ensuring they are aware of and will comply with the terms of this agreement, and in any event will at all times remain responsible for and directly liable for their acts or omissions.
- 3.3 As appropriate, all references to the Provider will include a reference to the Specialist.
- 4. Membership Packages
- 4.1 Separately from the Provider marketplace and listing of Providers and Provider Services, described above, Culturevist also makes available bundles of content or other materials in packages on subscription via Membership Packages. These packages may include content licensed to Culturevist from Providers.
- 4.2 These Membership Packages are sold by Culturevist, and in this instance Users are buying access to the relevant content from Culturevist, even if it includes content licensed from a Provider.
- 4.3 Revenues from the sale of Membership Packages do not form part of the Charges and will not be shared with the Provider.
- 5. Onboarding and setting you up as a Provider
- 5.1. To become a Provider you must follow and complete the Provider Onboarding Process, available here.
- 5.2. Notwithstanding the Provider Onboarding Process, the Provider acknowledges that Culturevist is not formally verifying or guaranteeing the Provider’s experience or credentials and is not in any way recommending or endorsing the Provider via the Culturevist Service.
- 5.3. The Provider will at all times act openly, honestly, truthfully and fairly in relation to its experience, credentials and ability, and will not misrepresent itself at any time to Culturevist or the Users.
- 6. Provider Materials, and Provider Submissions Licence
- 6.1. The Provider will make available to Culturevist any Provider Materials it wishes to publish or make available on the Culturevist Service in conjunction with the Provider Services, or as part of a Membership Package.
- 6.2. The Provider hereby grants Culturevist a royalty-free, non-exclusive licence to use the Provider Materials on the Culturevist Service for the purpose of promoting the availability of the Provider Services, and/or as part of a Membership Package as agreed.
- 6.3. Providers may be able to post reviews, ratings, comments and other content, along with suggestions for improving the Culturevist Service, (other than Provider Materials) (“Provider Submissions”).
- 6.4. If you post Provider Submissions, you grant us (a) a non-exclusive, royalty-free, perpetual licence to use, reproduce, publish, make available and modify such submission for any purposes related to the provision or promotion of the Culturevist Services and (b) the right but no obligation to use the name that you submit in connection with such submission in association with the submission. To the extent necessary you waive any moral rights in the User Submissions you post, including in relation to any right to be given attribution for your submission.
- 7. Booking and Purchase Process for Provider Services; and Membership sales.
- 7.1. Any Purchase made between you and a User for Provider Services will be subject to the Booking, Payment and Cancellation Rules found here.
- 7.2. In participating in a video session with a User and in any event in using the Culturevist Service, you agree to adhere to the Participation Rules found here.
- 7.3. The Provider / User Minimum Terms apply to any contract formed between Provider and User for the supply of Provider Services via the Culturevist Service. When entering into a contract to provide a User with Provider Services, the Provider may also, if agreed with Culturevist, incorporate their own terms of business to govern the relationship. To the extent that the Provider does not incorporate any further terms, the Provider / User Minimum Terms will govern the relationship between the Provider and a User. To the extent The Provider does incorporate any further terms, the Provider / User Minimum Terms will be deemed amended to the extent of any inconsistency.
- 7.4. When a User buys a Membership Package, they are purchasing directly from Culturevist.
- 7.5. If a User has a complaint about a Provider or the Provider Service, or you have a complaint about a User please notify us. We will put you and the User in touch to resolve the dispute. We may help mediate any dispute, but are not responsible for doing so. Any refunds or other compensation for Provider Services must be paid directly by the Provider. Culturevist will not process refunds for the Provider Services.
- 7.6. It is strictly prohibited to engage with a User outside of the Culturevist Service to provide Provider Services that can be provided through the Culturevist platform. You will not seek to circumvent Culturevist and engage with Users for the provision of these Provider Services outside of the Culturevist Service.
- 7.7. To the extent that you provide other services to Users (that cannot be provided via the Culturevist Service) outside of Culturevist platform, sourced through Culturevist, these will be treated as introductions by Culturevist. As such, any engagements between Providers and Users, following introductions made by Culturevist or other access to the information available on the Culturevist Service, will be deemed to have been facilitated by Culturevist, and an Introduction Commission will be payable in accordance with the Fess and Charges Process found here.
- 8. Payment processing and pass through of Charges
- 8.1. Culturevist will collect Charges relating to the Provider Services on behalf of the Provider, and subject to compliance with the terms of the Agreement, Culturevist shall pass to the Provider the applicable net amount of any Charges less relevant Fees, in accordance with the Fees and Charges Process found here.
- 9. Fees
- 9.1. In consideration of the service provided by Culturevist, Provider will pay the Culturevist Fees, which may consist of monthly fees and / or commissions based on the Charges.
- 9.2. The Culturevist Fees will be agreed with the Provider from time to time, and will be calculated, invoiced and payed in accordance with the Fees and Charges Process found here.
- 9.3. If you authorise payment of the Culturevist Fees by payment card, the Culturevist Fees will be paid in advance and collected using your authorised payment method.
- 9.4. AUTO RENEWAL: Unless you cancel before your renewal date, you authorise us to charge your next Culturevist Fee to your authorised payment method. You authorise us to continue billing the payment method until termination or cancellation.
- 9.5. If a payment is not successfully taken, due to card expiry, insufficient funds, or otherwise, and you do not change your payment method and resubmit payment by the end of the relevant period, we will suspend your access to the Culturevist Services. You remain responsible for any uncollected amounts.
- 10. Personal Data.
- 10.2. Culturevist will disclose to Users, the information that you provide, when a purchase is made, solely for the purpose of the User accessing the requested service.
- 11. Availability and Functionality
- 11.1. Any reports, dashboards, insights or other similar functionality are for information purposes only and should not be relied on as being complete or accurate.
- 11.2. Occasionally the Culturevist Service may not be available during any maintenance or update periods or any power or server outages or for other reasons outside of our reasonable control. We always do our best to ensure access is uninterrupted and error-free, however we can’t guarantee this. If we need to suspend or restrict access to, or update, the Culturevist Service or content, we will do our best to minimise any disruption to you.
- 11.3. We make no warranty that the Culturevist Service will meet your requirements. Nor do we warrant that the functionality of the service will be uninterrupted or error free, that defects will be corrected or that the service is free of viruses or anything else which may be harmful or destructive.
- 11.4. Other than any express warranties set forth herein and any rights you have under applicable laws, the Culturevist Service is provided on an “AS IS” and “AS AVAILABLE” basis without any representation or endorsement made and, to the maximum extent permitted by applicable law, without further warranty of any kind whether express or implied, including but not limited to the implied warranties of non-infringement, compatibility, security and accuracy.
- 12. Confidentiality
- 12.1. Both Parties will keep all Confidential Information of the other, and subject to any agreed publicity, the existence, nature and details of this Agreement, confidential secure and protected against theft, damage, loss or unauthorised access; and will only disclose Confidential Information to those of its officers, employees, agents, professional advisors and contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under this Agreement or required by law or a competent regulatory authority.
- 13. Data Ownership and Data Protection
- 13.1. As between Culturevist and the Provider, Culturevist will own all User data for use in accordance with its contracts and privacy notices with its Users.
- 13.2. In facilitating a Purchase on behalf of a User, Culturevist will pass certain User data to the Provider solely for the purpose of the Provider providing the User with the requested service.
- 13.3. Each party will be responsible for its own collection and use of the User data, and will ensure its own compliance with relevant Data Protection Legislation, including but not limited to transparent and clear privacy notices and data collection wording at the relevant points in the contracting relationship with the Users.
- 14. Warranties and Indemnities; and Liability
- 14.1. Provider undertakes, warrants and represents that:
- 14.1.1. it has and will maintain all the rights, licences, permits, approvals and clearance of third party rights as are necessary to perform its obligations and grant the relevant rights under this Agreement, and to perform and provide the Provider Services including any relevant qualifications, certifications or regulatory approvals to provide the Provider Services;
- 14.1.2. the Provider Services, Provider Materials and Provider Submissions will contain nothing that infringes the statutory, common law, or intellectual property rights or any other right, title or interest of any third party, nor is libellous, defamatory, obscene or indecent ;
- 14.1.3. the Provider Materials and Provider Submissions, will be an honest and accurate description and fair and truthful representation of the Provider Services and or the Provider;
- 14.1.4. the Provider Materials and Provider Submissions do not and will not include or incorporate any virus, malware, spyware or similar software nor any publicly available / open source software;
- 14.1.5. you will not at any time modify, copy, store, distribute, transmit, display, revise, perform, archive, download, reproduce, publish, license, deep-link, create derivative works from, transfer, scrape, crawl, extract, reutilise, or otherwise use any information, data or content obtained from or available through the Culturevist Service unless expressly authorised by us;
- 14.1.6. the Provider Services will be performed with all due skill and care, and provided professionally, openly, honestly, truthfully and fairly;
- 14.1.7. the Provider will not misrepresent its experience, credentials or ability in any way
- 14.1.8. the Provider, Provider Services, Provider Materials and Provider Submissions will at all time comply with and be provided in accordance with all applicable laws, regulations, industry guidance, codes and/or industry best practice;
- 14.1.9. the Provider will not do or provide anything that will require any further regulation or certification, approval from any authority, regulator or otherwise, or would cause or require Culturevist to require the same.
- 14.2. Provider will, save to the extent caused by Culturevist’s breach of this Agreement, indemnify Culturevist against all damages, claims, actions, suits, proceedings, actions, liabilities, penalties, demands, sanctions, fines, charges, losses, costs and expenses (including reasonable external legal fees) brought against, suffered or incurred by Culturevist as a result of (including for the avoidance of doubt in relation to its Specialists):
- 14.2.1. breach of this agreement in any way by the Provider;
- 14.2.2. use of the Provider Materials or Provider Submissions;
- 14.2.3. a User’s Purchase from the Provider and or the supply or non-supply of the Provider Services to the User.
- 14.2.4. any other third party claim brought against Culturevist related to the actions or omissions of the Provider, including relating to the Provider Services, Provider Materials or Provider Submissions.
- 14.3. Culturevist warrants that:
- 14.3.1. It will use the Provider Materials in accordance with the instructions of the Provider;
- 14.3.2. It will not misrepresent the Provider or the Provider Services to the User.
- 14.5. Nothing in this Agreement shall exclude or limit either party’s liability to the other for: personal injury or death resulting from negligence; fraud or fraudulent misrepresentations; and for any other reason which may not be excluded by Law.
- 14.6. Subject to clause 14.5, to the maximum extent permitted by applicable law, neither party shall be liable under, or in connection with, this agreement in contract, tort, or negligence for: any indirect or consequential loss whatsoever; nor any loss of profits, business, revenue, anticipated revenue, goodwill, opportunity, savings, or data, except to the extent that the loss or damage was incurred as a direct result of fraud or wilful misconduct.
- 14.7. Subject to clause 14.5, in any event, to the fullest extent permitted by law, Culturevist’s maximum liability for direct damages to you shall not exceed the lesser of (i) the amount equivalent to the Culturevist Fees paid by you in the preceding 12 months; or (ii) £25,000 (twenty-five thousand pounds).
- 15. The Term and Termination
- 15.1. The Agreement will continue for the Term, or until terminated in accordance with these terms.
- 15.2. On expiry of the Initial Term, the Agreement will automatically renew for a consecutive period equivalent to the Initial Term (“Renewal Terms”), unless either party gives 10 Working Days’ notice in advance of the end of the then current Initial Term or Renewal Term. As such, either party shall have the right to terminate this Agreement in any event on giving 10 Working Days’ notice in advance of the end of the then current period. In the event of termination under this clause access to the service will continue until the end of the then current period and no refunds will be given.
- 15.3. Either party shall have the right to immediately terminate this Agreement upon prior written notice in the event the other party commits a material breach of its obligations under this Agreement, and, if the breach is capable of remedy, fails to remedy it during the period of 10 Working Days starting on the date of receipt of notice requiring it to be remedied.
- 15.4. The accrued rights of the parties as at termination, and the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
- 16. Other
- 16.1. Publicity: Culturevist may disclose and publicise the fact that it is working with the Provider under this Agreement for the purpose of promoting its own business, including but not limited to credentials pitches with prospective clients and press releases.
- 16.2. Assignment: No Party may assign or transfer this Agreement as a whole, or any of its rights or obligations under it, without first obtaining the written consent of the other Party.
- 16.3. No agency: Nothing in this Agreement is intended to, or shall be deemed to, constitute any Party as the agent of the other Party, or authorise any Party to make or enter into any commitments for or on behalf of the other Party.
- 16.4. Entire agreement: This Agreement and documents linked or referred to, constitutes the entire agreement between the Parties relating to its subject matter. Each Party acknowledges that it has not entered into this Agreement on the basis of any warranty, representation, statement, agreement or undertaking except those expressly set out in this Agreement.
- 16.5. Law and jurisdiction: This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have exclusive jurisdiction to deal with any dispute that may arise.
- 16.6. Disputes: If you are unhappy with the service or have any complaint or other dispute, please contact us. The parties agree to enter into bone fide dispute resolution discussions before entering into any formal legal proceedings.
- 16.7. Updates: We may update these terms from time to time and will notify you of any changes. Ongoing use of the Culturevist Service following such changes or notification will be deemed acceptance of the changes.