The DRYAD WORKS LTD mobile application, website (WWW.DRYAD.WORKS), entry manager application and content management system (individually and together (the “Platform”)) are owned and operated by DRYAD WORKS LTD trading as DRYAD WORKS LTD (“we”, “our” and “us”). DRYAD WORKS LTD is a private limited company, registered in England (company number: 11347870, registered office: UNIT 3, DRYAD WORKS, 2 PARKWOOD ROAD, SHEFFIELD, S3 8AG
These are the terms and conditions of service for Event Organisers (defined below) (“you” and “your”) which apply to the Platform (the “Terms”). By accessing the Platform, creating an event organiser account with us, marketing your Events, selling tickets, or carrying out other activities using the Platform, you are subject to the Terms and agree to be bound by them. You should make yourself aware of the Terms and print a copy for future reference if necessary. The Terms may be updated at any time.
For the purposes of these Terms, the following, additional definitions shall apply:
“Customer” means an individual or individuals who book tickets for an Event via the Platform.
“Event” means an individual event or events listed on our Platform.
“Event Organiser(s)” means a third party supplier or suppliers of Events (which will typically include the sale of tickets for Events) which may include a venue, performer, promoter, university society or organisation, or general event organiser.
all rights to the grant of and applications for the same (including DRYAD WORKS LTD’s white-label websites and mobile applications) and including all similar or analogous rights and all other rights in the nature of intellectual and industrial property throughout the world and all future rights of such nature.
The Platform is intended for the benefit of users who are aged 16 or over.
1. Your use of the Platform
1.1. You can only use the Platform where you have registered to do so.
1.2. In using the Platform, you agree that:
1.2.1. In making the Platform available to you, we are granting you a limited licence to use the Platform and its services, in accordance with the Terms.
1.2.2. All information provided by you to us, including on registration with the Platform, is true, accurate, up-to-date and not misleading in any respect. You can update your information and details at any time by accessing your account via the Platform.
1.2.3. You are responsible and liable for ensuring that anyone using the Platform via your account log-in details complies with these Terms.
1.2.4. We reserve the right, at any time, to restrict or prevent you from using the Platform, albeit we will look to honour ticket sales where possible, unless you have failed to comply with the Terms, or other circumstances beyond our control apply.
1.2.5. You will comply with all applicable laws.
1.2.6. You have the requisite permission and authority to list the Events and tickets for sale and that you have permission to hold the Event(s) at all venues / locations listed in the Event description. In addition, that you will not use the Platform (or any part thereof) for any unlawful purpose, including creating false or fake events with a view to soliciting payment from ticket sales.
1.2.7. You will refrain from doing anything which we believe (in our reasonable opinion) to be disreputable, capable of damaging our reputation, or which compromises the display of content on our Platform.
1.2.8. You will not use the Platform in any way that causes the Platform to become damaged or impaired, or in any way compromises the effectiveness, efficiency or functionality of the Platform.
1.2.9. You will not upload or transmit any computer viruses, macro viruses, trojans, worms or other harmful programmes designed to interfere with, interrupt or disrupt the normal operating procedures of a computer, smart phone, computer tablet or other mobile technology.
1.2.10. You will not attempt any unauthorised access to any part of the Platform, access or attempt to access the accounts of other users, penetrate or attempt to penetrate any security measures, or attempt to use the Platform in any manner which violates or infringes the rights of any person, firm or company (including, but not limited to, rights of intellectual property, rights of confidentiality or rights of privacy).
1.2.11. You will not disseminate any content which is defamatory, obscene, or may have the effect of being harassing, threatening or abusive to an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability or otherwise.
1.2.12. You will not use the Platform to display, link-to, or advertise third party products and services including other ticketing services (unless we expressly agree to this in writing). Furthermore, that you will not use the Platform as a listings service with a view to directing people to other ticketing platforms.
1.2.13. We have limited control over the nature and content of information and communications transmitted and received through the Platform. Although we reserve the right to monitor such content, it is not our typical policy to do so, and we disclaim any liability in respect of such content. Should you wish to complain about another user of the Platform, please contact us.
1.2.14. You will treat Customers introduced to you through the Platform in a respectful manner, and not cause harm to any property or person or engage in any unlawful, threatening, harassing, discriminatory, abusive behaviour or activity when interacting with Customers or using the service under the Platform.
1.2.15. You will not share your password with anyone outside the Event Organiser team, let any such person access your account, or do anything else that might jeopardise the security of your account.
1.2.16 You will keep your account details, including name and correspondence details, payment information, VAT or other taxation details up-to-date at all times.
2. Our relationship with you
2.1. Unless we expressly agree in writing otherwise, we act as your agent in facilitating the sale of tickets to Events. We do not purchase tickets, set ticket prices, or determine seating at Events (if applicable). We simply collect ticket money on your behalf and supply booking details to you. Booking details of Customers (i.e. name, email address, phone number (if supplied), date of birth, details of tickets booked and answers to additional questions (if set up and answered) are provided to you for the sole purposes of enabling you to administer the Event.
2.2. Ownership of tickets and rights to grant entry to an Event remains with you, and does not pass to us at any time.
2.3. Please note that we are not responsible for the behaviour, actions or inactions of Customers. Any contract for the provision of Events or other entertainment and Event services is between you and the Customer and not DRYAD WORKS LTD. We simply provide a platform to introduce you to Customers and vice versa.
2.4. You acknowledge and agree that DRYAD WORKS LTD is not the creator, organiser, or owner of the Events and their related content. DRYAD WORKS LTD disclaims all and any responsibility or liability for the running of an Event. You agree that you are solely responsible for ensuring that any page displaying an Event on the Platform and the Event itself meet all applicable local, national and other laws, rules and regulations, including but not limited to, those concerning health and safety (including all applicable Covid-19 rules, regulations and restrictions), noise, capacity, security and licensing. You undertake that the Event or other goods and services as described by you on the Platform are delivered in a accurate, acceptable and safe manner, You agree that you will not use the Platform unless you have the requisite permission, approval and authority from venue owners, local authorities, councils, land owners (as applicable) to run and sell tickets to your Events.
3. Our obligations
3.1. We will display details about you, your Events and tickets for sale for Events on the Platform, but we do not guarantee that any or all of the tickets you make available for sale will be purchased or booked. We take no responsibility for marketing or promoting your Events.
3.2. We retain sole and complete discretion to decide the look and feel of the Platform and the manner and length of time for which Events are publicised. We may remove events from display on the Platform at any time and without notice.
3.3. We will obtain payment from the Customer of the face value of a ticket, as set by you, and will forward the full face value of all sold tickets to you in accordance with our payment terms (see below) as well as any proportion of booking fees charged, as may be agreed between us from time-to-time.
3.4. We will not charge you for the service provided in accordance with these Terms, unless otherwise agreed.
3.5. Subject to the other provisions of these Terms, we will not sell tickets for more than the agreed face value.
3.6. In addition to the face value of a ticket, we typically charge the Customer a booking fee as payment for the services provided by us (although we shall be under no obligation to do so). The booking fee will be clearly itemised as a separate charge from the face value of the ticket.
3.7. We retain the sole and complete discretion as to whether to charge a booking fee and the level of such fee. Unless otherwise agreed, you will not be entitled to all or any part of the booking fee.
4. Your obligations
4.1. You confirm that you are authorised to appoint us as your agent in respect of your Events and that all rights and permissions have been obtained to enable us to promote the Events.
4.2. You agree:
4.2.1. To provide accurate, complete and up-to-date information about all Events for which you make tickets available for sale via the Platform, and to maintain that information up-to-date. Such information includes but is not limited to the accurate description of an Event, Event date, opening and closing times, entry cut-off times, venue, location, dress code, age restrictions and any other relevant restrictions or conditions relating to an Event.
4.2.2. That we may place advertising on the Platform, including near or around information about your Event.
4.2.3. To bring to the attention of Customers any terms and conditions of entry and any additional restrictions and / or terms and conditions applicable to an Event.
4.2.4. To provide accurate face value price information for all tickets you make available for sale through the Platform.
4.2.5. To make available a proportion of your Event tickets for sale via the Platform, (the “DRYAD WORKS LTD Allocation“) and not to sell those tickets by another method unless unsold tickets are first removed from the DRYAD WORKS LTD Allocation and the Platform.
4.2.6. To carry out regular checks of Events you have created via the Platform to determine how many tickets have been sold and who is attending.
4.2.7. To adhere to the terms and conditions of our Cancellations and Refunds Policy.
4.2.8. To ensure that competent personnel are in possession of any computer or scanning equipment and any printed lists of sold tickets at the entrance to an Event.
4.2.9. To check that all persons presenting themselves at the Event with our m-tickets and e-tickets (including tickets which have been validly transferred via our Platform and whether tickets displayed on our mobile application, via mobile-web, PDF copy, or via another application such as digital wallets) and / or reference codes or other form of ticket we have provided (“DRYAD WORKS LTD Tickets”) are named on the DRYAD WORKS LTD Entry Manager Application (or any printed lists) and to confirm their identity to your satisfaction.
4.2.10. To make best efforts to use our Entry Manager Application to validate and process DRYAD WORKS LTD Tickets (where applicable) and facilitate entry where practicable.
4.2.11. If printed lists of attendees are being used, you will ensure that any printed lists are either updated to reflect ticket bookings made after the time of printing or that tickets cannot be booked after such lists have been printed.
4.2.12. To grant holders of DRYAD WORKS LTD Tickets priority and speedy entry.
4.2.13. Subject to complying with your terms and conditions of entry, to permit entry to all persons with DRYAD WORKS LTD Tickets (and any specified number of accompanying persons).
4.2.14. To make best efforts to accommodate late arrivals and DRYAD WORKS LTD Ticket holders which have missed any specified entry cut-off time.
4.2.15. To honour our DRYAD WORKS LTD Tickets and to treat them as conferring the same rights as printed tickets or any other form of booking available for the same Event.
4.2.16. Not to admit any person presenting themselves with a DRYAD WORKS LTD Ticket who cannot confirm to your reasonable satisfaction that they are the ticket holder, including any person who has bought or otherwise obtained a DRYAD WORKS LTD Ticket from any source other than ourselves.
4.2.17. Not to admit any person who we inform you has obtained a DRYAD WORKS LTD Ticket fraudulently or in contravention of our Customer Terms and Conditions.
4.2.18. To accept our payment terms (as set out below), and to provide bank details so that payment can be made to you electronically.
4.2.19. To include our ticket links in all relevant website, social media, push notification and email marketing you do for your Events unless we expressly request you not to do this.
4.2.20. To promote and advertise the availability of tickets via the Platform.
4.2.21. Not to use our name, logo, address, URL or any other details of the Platform or any details of DRYAD WORKS LTD or DRYAD WORKS LTD on illegal or unauthorised flyposting; in any other publicity activities that may be illegal or contravene local by-laws or planning restrictions; or where we ask you to do so.
4.2.22. That any dispute or complaint regarding the content or quality of an Event, your actions or inactions, or those of your DJs, performers, or your staff and representatives, is deemed to be between you and the Customer, and should be dealt with directly by you.
4.2.23. We may investigate any complaint made against you by a Customer and you will assist us in the handling of such complaint.
5. Tickets and sales
5.1. You may sell any number of tickets for an Event through the Platform, provided the total number does not exceed the legal capacity for the Event.
5.2. You agree not to make available through the Platform and all other methods of sale, more tickets than the legal capacity of the Event.
5.3. Subject to paragraph 4.2.10 of these Terms and any cut-off times specified in, or automatically generated through, the Platform, tickets can be sold as late as you make them available through the Platform and as far in advance as the Platform permits.
6. Pricing, remittance of tickets sales proceeds, fees and other amounts
6.3. Subject to paragraphs 6.12 to 6.14, we will pay you the total face value of DRYAD WORKS LTD Tickets sold by us on the Platform for each Event. Unless otherwise agreed, we will pay you as soon as possible after the Event (once funds have cleared in our account) and typically within 5 (five) business days of the Event finishing. Our obligation to pay you the total face value of DRYAD WORKS LTD Tickets sold by us on the Platform for each Event and any other payments owed by us to you shall only arise once (a) the Event has taken place and (b) we have received cleared funds in our bank account from the sale of DRYAD WORKS LTD Tickets to your Event. If we have agreed to pay you the total face value of DRYAD WORKS LTD Tickets sold by us on the Platform for an Event and / or any other payments owed by us to you in advance of an Event taking place, we shall endeavour to do so in accordance with reasonable and timely requests by you or in accordance with an agreed payment schedule, however we reserve the right to immediately suspend or stop any and all advance payments to you in our complete discretion, including where we believe an Event might be cancelled, postponed or re-scheduled or where we believe your credit profile, or the risk profile of your Events, has changed. We reserve the right to alter and extend any and all payment terms in our complete discretion at any time including, but not limited to, when there are disputes, chargebacks, allegations of fraudulent transactions, Customer complaints, and refund claims in connection with an Event or where the risk profile of an Event changes – for example, there is an increased risk of an Event being cancelled, postponed or re-scheduled.
6.4. Where you have allowed promo codes to be used by Customers when purchasing DRYAD WORKS LTD Tickets, this discount will be applied in the Platform at the point of purchase and we will pay to you the total face value of the DRYAD WORKS LTD Ticket, as adjusted by the promo code, unless we have agreed with you to subsidise the difference.
6.5. We pay by standard bank transfer direct to your nominated account. This transfer is subject to standard banking conditions. It is your responsibility to give us your correct bank details and payment will not be made to you until we have received such details. We accept no liability for payments that are lost as a result of you giving us incorrect bank details. Following the date which is 180 days from the end of your Event, if you have still not provided us with correct bank details (and we can demonstrate that we have made repeated attempts to contact you about providing these), we reserve the right to retain all proceeds from the sale of DRYAD WORKS LTD Tickets in relation to that Event. If funds from the sale of DRYAD WORKS LTD tickets remain on account with us for more than 2 years and we have made repeated attempts to contact you about making payment of these to you, we reserve the right to retain these funds on the basis we are unable to pay them out to you.
6.6. You do not need to invoice us for the sale of DRYAD WORKS LTD Tickets. We will not add VAT to, or deduct VAT from, the face value of the Tickets unless agreed otherwise. Accounting for and payment of any VAT due on the sale of DRYAD WORKS LTD Tickets is your obligation. If you are registered for VAT, you agree to provide a VAT receipt to Customers who request one.
6.7. Unless otherwise stated or agreed with you, all monies remitted to you, including but not limited to the proceeds from the sale of DRYAD WORKS LTD Tickets, rebates, bonuses or incentives shall be inclusive of VAT and you will not charge us VAT in respect of these. It will be your responsibility to discharge any VAT obligation in respect of the amount remitted to you.
6.8 Unless otherwise agreed with you, we will charge a booking fee on all DRYAD WORKS LTD Tickets sold through the Platform in accordance with the pricing displayed on our website, which we may adjust at any time and without prior notice to you. Your organiser account may be updated by us at any time to reflect the fees / pricing displayed on our website unless we have agreed with you otherwise. The booking fee may be internalised / absorbed. DRYAD WORKS LTD reserves the right to round booking fees up to the nearest £/€/$0.10, or other such other currency as tickets are denominated in.
6.9. We will account for and pay any VAT due on the booking fee where this is retained by us. If we remit all or part of the booking fee to you, including as a rebate or bonus payment, this will be inclusive of VAT on that amount, and it will be your responsibility to discharge any VAT obligation in respect of the amount remitted to you.
6.10. DRYAD WORKS LTD may charge you a service fee in connection with the provision of our services, as agreed with you directly. We will account for and pay any VAT due on the service fee only.
6.11 We will pay all payment-card processing charges incurred in the Customer transaction, and will not charge you for these unless otherwise agreed.
6.12. Payment by us is without prejudice to any claims or rights which we may have against you and shall not constitute any admission by us to the performance by you of your obligations under these Terms. Prior to making such payment, we shall be entitled to make deductions or deferments in respect of any disputes or claims whatsoever with or against you.
6.13. We reserve the right to retain a certain percentage of the face value of DRYAD WORKS LTD Tickets sold through the Platform to your Event(s) and any other fees for services provided by us to you (with such percentage being determined by us in our sole discretion) to fund a reserve: (i) at any time as we determine in our discretion to be necessary based upon the level (or expected level) of refunds, disputed charges, chargebacks, Customer complaints, allegations of fraud or changes in your credit profile or the underlying risk profile of your Event(s) including the risk that Events are cancelled, postponed or re-scheduled; and (ii) as otherwise necessary to secure the performance of your obligations under these Terms, or to protect us against fraudulent or erroneous activity, including any fraudulent activity by Customers attending your Event(s). This includes the situation where Customers attend your Event(s), or where an Event is cancelled, postponed or re-scheduled, and then they subsequently cancel debit / credit card purchases of DRYAD WORKS LTD Tickets where there is no legitimate reason for them to do so. Our right to hold a reserve will continue after completion of the applicable Event(s) and until either: (i) you have discharged all obligations under these Terms or other applicable agreement for services provided by us and we are satisfied that an applicable period for refunds, disputed charges, chargebacks, and complaints has passed; or (ii) you have otherwise provided us with adequate security (as determined by us in our discretion) for your obligations under these Terms or other applicable agreement for services provided by us. If the exercise of our Set-Off right (as defined below) does not fully cover the amount of funds due and owing from you to us under these Terms or other applicable agreement for services provided by us, then such amount of funds will be deemed due and owing to us until you have satisfied the amount in full.
6.14. Any debit or credit card chargebacks, refund charges or other transaction reversals incurred by us for any reason (except to the extent they are caused solely by our negligence or wilful misconduct) with respect to your Event(s) and all related debit / credit card association, payment processing, re-presentment, penalty and other fees and expenses incurred by us in connection with such will ultimately be your responsibility, and you agree to promptly and fully reimburse us for such amounts on demand. Where necessary, we will withhold payment to you of the proceeds from DRYAD WORKS LTD Tickets (whether for prior or future Events) and exercise our right of set-off to discharge our liabilities arising from any and all of the above listed charges, fees or losses we incur (“Set-Off”) with respect to your Event(s) (except to the extent they are caused solely by our negligence or wilful misconduct). We will use reasonable efforts to manage the re-presentment of chargebacks and reversals on your behalf and you hereby authorise us to do so and agree to use reasonable efforts to cooperate with us in respect of such re-presentment. However, we will have no obligation to re-present any chargeback that we believe in our discretion it is more likely than not to lose or that relates to a transaction that should be refunded in accordance with our Cancellations and Refunds Policies. You agree that our loss of any chargeback that has been re-presented by us will not in any way limit your obligation to reimburse us under this paragraph.
6.15. All payments to Event Organisers are subject to our Cancellations and Refunds Policy. In particular, DRYAD WORKS LTD will only process refunds where we have enough funds on account to do. If you have been paid ticket sales proceeds and refunds are required, you must either remit funds back to us so that we can process refunds on your behalf, or you will need to make refunds to Customers directly. DRYAD WORKS LTD disclaims all responsibility for making refunds unless there is proven technology error on our part and we have enough funds on account to process these. If you do not refund Customers directly and do not remit funds back to us to enable refunds, and Customers proceed to cancel ticket purchases with their bank or card company, it is likely that DRYAD WORKS LTD will not be able to reverse this cancellation. You agree to fully indemnify DRYAD WORKS LTD for any losses suffered as a result, including (i) the full face-value of the ticket purchases which are cancelled (if you have not remitted funds back to us); (ii) any dispute or chargeback fees imposed on us by our payment partner; and (iii) the booking fees on the cancelled ticket purchases. We may recover such losses by way of direct invoice or by withholding any ticket sales proceeds payable to you.
7. Provision of tablets or other mobile devices for ticket scanning
7.1. All DRYAD WORKS LTD Tickets can be scanned or processed digitally using our Entry Manager Application, which is free to download on the App and Google Play Stores.
7.2. We are under no obligation to provide you with a mobile tablet, smart phone or similar device (“Mobile Device”) to enable you to download and use the Entry Manager Application.
7.3. If we agree to supply you with a Mobile Device for the purpose of using the Entry Manager Application, you agree that such Mobile Device is supplied on the basis of the following:
7.3.1. The Mobile Device shall be used by you principally to run and operate the Entry Manager Application. If you use the Mobile Device for any purpose which we consider improper or not in accordance with the principal basis on which the Mobile Device is made available to you, we reserve the right to demand immediate return of the Mobile Device and any case supplied. The provisions of clause 13 of these Terms may also apply.
7.3.2. You are responsible for creating an App or Play Store account (as applicable) and downloading the Entry Manager Application, including any updated versions of the application.
7.3.3. You will be responsible for the security, safety and maintenance of the Mobile Device. You shall treat the Mobile Device with appropriate care and, should the Mobile Device be lost, stolen or damaged, we will not be responsible for providing you with a replacement tablet or similar device and may charge you for the cost of replacing the device.
7.3.4. You will display a DRYAD WORKS LTD sticker or case / cover (as supplied by us) on the Mobile Device at all times.
7.3.5. You will ensure that a suitable Wi-Fi or Cellular network is available for the purposes of running the Entry Manager Application.
7.3.6. You will not exceed the monthly data allowance (if applicable) which applies to the Mobile Device. Should you exceed the data allowance, you will be responsible for paying for any top-up data package required.
7.3.7. If the Mobile Device is not used by you for an event on the DRYAD WORKS LTD Platform for a period of 4 weeks or more, you will (on demand by us) return the Mobile Device and any case supplied, to us.
7.3.8. The Mobile Device remains the property of DRYAD WORKS LTD, and we are only granting you a loan (for an indefinite period) to use the Mobile Device. As such, we may charge you a loan fee in connection with your use of the Mobile Device.
8. Intellectual Property and right to use
8.1. You acknowledge and agree that all Intellectual Property in all material or content contained within the Platform shall remain at all times owned by us or our licensors. Except as expressly set out in these Terms, nothing in these Terms gives you any rights in respect of any Intellectual Property owned by us or our licensors and you acknowledge that you do not acquire any ownership rights by downloading or using the Platform or content from the Platform.
8.2. You agree that by submitting any content, information, images or otherwise for publication on the Platform, (“User Generated Content”) you retain any copyright you may have in the User Generated Content, however you grant us and our affiliates a perpetual, irrevocable, worldwide, non-exclusive, royalty-free and fully sub-licensable right and licence to use, reproduce, edit, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such content (in whole or in part) and/or to incorporate it into other works in any form, media or technology, whether for commercial or non-commercial purposes. You waive any moral rights you may have in, or to be identified as the author, of User Generated Content.
8.3. You are solely responsible for your User Generated Content (including content you share with other sites, such as social networking sites) and we do not endorse User Generated Content or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with User Generated Content.
9. Data Processing
9.1.1. “Data Protection Law” shall mean (a) the Data Protection Act 1998; or (b) from 25th May 2018, the General Data Protection Regulation ((EU) 2016/679 (“GDPR”), read in conjunction with and subject to any applicable UK national legislation that provides for specifications or restrictions of the GDPR’s rules; or (c) from the date of implementation, any applicable legislation that supersedes or replaces the GDPR in the UK or which applies the operation of the GDPR as if the GDPR were part of UK national law, which may include the Data Protection Act 2018; and
9.1.2. “personal data”, “controller”, “processor”, “data subject”, and “processing” (and other parts of the verb “to process”) shall have the meaning set out in the Data Protection Law.
9.2. Each party shall comply at all times with Data Protection Law and shall not perform its obligations under these Terms in such a way as to cause the other to breach any of its applicable obligations under Data Protection Law.
9.3. In the context of these Terms, you will act as “processor” to DRYAD WORKS LTD who will be “controller” with respect to the personal data. By separate arrangement, we may enter into an agreement whereby both of us act as “controller” with respect to the personal data, in which case the terms of such agreement shall govern how data is to be processed and used by both of us.
9.4. Where you process personal data shared by DRYAD WORKS LTD, with respect to such processing, you shall:
9.4.1. process the personal data only in accordance with these Terms and not otherwise make any use of the personal data for your own purposes, unless you have a valid and lawful basis for doing so;
9.4.2. only permit the personal data to be processed by persons who are bound by enforceable obligations of confidentiality and take steps to ensure such persons only act on your instructions in relation to the processing;
9.4.3. protect the personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure;
9.4.4. remain entitled to appoint third party sub-processors. Where you appoint a third party sub-processor, you shall, with respect to data protection obligations:
(a) ensure that the third party is subject to, and contractually bound by, at least the same obligations as you; and
(b) remain fully liable to DRYAD WORKS LTD for all acts and omissions of the third party,
and all sub-processors engaged by you as at the effective date of these Terms shall be deemed authorized;
9.4.5 in addition to the sub-processors engaged pursuant to paragraph 9.4.4. (above), be entitled to engage additional or replacement sub-processors, subject to:
(a) the provisions of paragraph 9.4.4.(a) and 9.4.4.(b) being applied; and (b) you notifying DRYAD WORKS LTD of the additional or replacement sub-processor,
and where DRYAD WORKS LTD objects to the additional or replacement sub-processor, the parties shall discuss the objection in good faith;
9.4.6. promptly alert and inform DRYAD WORKS LTD of a personal data breach suffered by you or by any third parties to which personal data has been transferred and provide all necessary co-operation and assistance to enable DRYAD WORKS LTD to comply with its obligations under Data Protection Law and to reduce the impact of the incident on its business operations and reputation;
9.4.7. at DRYAD WORKS LTD’s cost and not more than once in any 12 month period permit DRYAD WORKS LTD (subject to reasonable and appropriate confidentiality undertakings), to inspect and audit your data processing activities to enable DRYAD WORKS LTD to verify and/or procure that you are complying with your obligations under this clause 9;
9.4.8. on DRYAD WORKS LTD’s reasonable request and at DRYAD WORKS LTD’s cost, assist DRYAD WORKS LTD to respond to requests from data subjects who are exercising their rights under the Data Protection Law;
9.4.9. on DRYAD WORKS LTD’s reasonable request and at DRYAD WORKS LTD’s cost, assist DRYAD WORKS LTD to comply with DRYAD WORKS LTD’s obligations under the Data Protection Law in relation to (a) notifying a supervisory authority that DRYAD WORKS LTD has suffered a personal data breach; (b) communicating a personal data breach to an affected individual; (c) carrying out an impact assessment; and (d) where required under an impact assessment, engaging in prior consultation with a supervisory authority; and
9.4.10. unless applicable law requires otherwise, upon termination of these Terms at the option of DRYAD WORKS LTD, and unless you have a valid and lawful basis under the Data Protection Law for continuing to hold and process personal data provided by DRYAD WORKS LTD, (a) delete all such personal data permanently, safely and securely and provide DRYAD WORKS LTD with a certificate of destruction; and/or (b) return to DRYAD WORKS LTD all such personal data and any other information provided by DRYAD WORKS LTD to you; and (c) cease to process the personal data.
9.4.11. You shall indemnify and hold harmless on demand DRYAD WORKS LTD for any loss, damage, liabilities, penalties, expenses or fines incurred (whether foreseeable or unforeseeable or direct or indirect) as a result of you breaching your obligations under this clause 9 (Data Processing).
10. Event Organiser Marketing
We may be able to present Customers with a tick box asking for their consent to receive marketing from you. In the event that we do this, we shall pass any consents that we receive on to you and you will be able to access these via your Platform account. Otherwise, please note that under data protection laws you do not automatically have the right to use the personal data of Customers that you receive from DRYAD WORKS LTD for the purposes of marketing.
You are fully responsible for ensuring that all personal data passed to you is handled and used in a lawful fashion.
11. Cancelled, postponed or rescheduled Events
Please refer to our Cancellations and Refunds Policy.
12. Availability of services
12.1. We will do our best to offer you a smooth service, but we give no guarantees that the Platform will be fault free or that the services provided will be uninterrupted. If a fault does occur, please contact us and we will attempt to correct the fault as soon as we reasonably can.
12.2. We will occasionally restrict your access to the Platform to carry out repairs, maintenance or to introduce new functionality or services and we will endeavour to keep disruption to a minimum.
12.3. New services are subject to a period of testing. This means that a new service may not perform with complete functionality, may be undergoing testing, may be inconsistently available, may have software “bugs” being fixed by us and may have other issues affecting availability and functionality.
13. Limitation of Liability
13.1. We shall not be liable under any circumstances with respect to any services provided under the Platform, or any other subject matter of these Terms, for: (i) any indirect losses, meaning a loss to you which is a side effect of the main loss or damage and where you and we could not have reasonably foreseen that type of loss arising at the time of entering into these Terms; (ii) losses not causes by our breach; (iii) the actions or inactions of Customers; and (iv) any matters beyond our reasonable control (including network failure).
13.2. We expressly exclude liability for any damage, injury, harm or loss (to people or property) which may arise at an Event run by you.
13.3. We expressly exclude liability for any tickets or other goods provided by third party suppliers to the fullest extent permitted by law.
13.4. We shall not be liable for any content of information you to provide to us, or the content of any other user of the Platform.
13.5. We are not affiliated with, and have no agency or employment relationship with, any third party service provider used to provide services under the Platform and we have no responsibility for and disclaim all liability arising from, the acts or omissions of any such third party service provider.
13.6. We accept liability for death or personal injury caused by our negligence or that of our employees and agents. We do not seek to exclude liability for fraudulent misrepresentation by us or our employees or agents.
13.7. Nothing in these Terms shall exclude any liability we may have at law. You have certain rights under the law. These include that we will provide the Platform to a reasonable standard and within a reasonable time. Nothing in these Terms is intended to affect these statutory rights. For more information about your statutory rights you can contact your local Citizens Advice Bureau or Trading Standards Office.
13.8. If we breach these Terms, we shall only be liable for losses which are a reasonably foreseeable consequence of such a breach, up to a maximum of £500. “Foreseeable” means that the losses could have been reasonably contemplated by you and us at the time of entering into these Terms.
14.1. We may terminate these Terms and close any account you have with us by giving you 10 days’ notice in writing by email to your registered email address. We may also terminate these Terms and close your account without notice if you breach any of your obligations under these Terms, or if court or bankruptcy proceedings are brought against you.
14.2. We reserve the right to suspend, restrict or terminate your access to the Platform at any time without notice if we have reasonable grounds to believe you have breached any of these Terms. This shall not limit our right to take any other action against you that we consider appropriate to defend our rights or those of any other person.
14.3. Termination shall not prejudice any other right or remedy you or we may have in respect of accrued rights (including rights in respect of any breach) or liabilities which arose prior to termination.
14.4. You are under no obligation to use the Platform and may simply choose to stop using it at any time.
15.1. These Terms are not intended to give rights to anyone except you and us, unless otherwise expressly indicated by us within these Terms. We may assign our rights and obligation under these Terms without your prior consent to any new provider of the Platform.
15.2. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then the provision will be deleted. Any such deletion will not affect the validity and enforceability of any of the other provisions of these Terms.
15.3. These Terms and the relationship between you and us shall be governed by the laws of England and Wales without regard to its conflict of law provisions. You and we agree to submit to the personal and exclusive jurisdiction of the courts of England and Wales.
15.4. We may amend these Terms at any time by posting the amended terms on our Website and/ or by amending the Terms as they are accessed from the Platform. It is your responsibility to review these Terms from time to time to check if they have been amended. If you continue to use the Platform or you download any content or upgrade to a new version of the Platform after we have posted any amended terms that will demonstrate that you accept our updated Terms. Should you not accept these amendments, you may choose to stop using the Platform at any time.