1. DEFINITIONS
Unless the context otherwise requires:
“Activation” means the creation of the Client’s account on EventElephant’s infrastructure
“Channel Partner” means the person approved by EventElephant for the purpose of sales and marketing of the web portal
“Channel Partner of Record” has the meaning set out in Clause 10 below
“the Client” means the intended End User to whom the Order Confirmation from EventElephant is emailed to – account verification
“End User” means any person or persons, whether corporate or not, using the Web Portal
“Fee” means the sum charged by EventElephant for use of the Web Portal (or any part thereof) and may include but is not limited to an initial license fee and an annual license renewal fee for the use of the Web Portal, and a Attendee Management Fee and/or usage based fees for the Online Software and the provision of the Support Service
“Support Service” refers to the provision by EventElephant for technical support of the Online Software
“EventElephant” means EventElephant Limited which is supplying the Web Portal
“EventElephant NDA” means the Non-Disclosure Agreement the terms of which available on request or can be downloaded from the Portal
“Online Software” means all internet based Software relating to the provision of EventElephant, including but not restricted to the EventElephant Partner Portal, EventElephant Web Portal, EventElephant Landing Pages
“Order” means the letter of intent issued or order placed (whichever is the earlier) by or on behalf of the Client for the supply of the Product. This will only apply to Fixed Price Deals
“Order Confirmation” has the meaning set out in Clause 3.1 below
“Portal” means the portal or EventElephant Partner Portal on the EvetElephant website used to access EventElephant Software, documentation, and support
“Product” means the Web Portal together with the Managed Service, which the End User can use to establish a Event Website on the Internet
“Software” means the Web Portal, that is accessed through the internet
“Quotation” means the quotation furnished by EventElephant or an approved EventElephant Channel Partner to the Client relating to the proposed Licence Fee
2. TERMS and CONDITIONS
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2.1 |
These Terms and Conditions shall govern the supply of the Web Portal to the Client. Notwithstanding anything to the contrary in any enquiry, acknowledgement, letter or any other document issued by the Client, these Terms and Conditions shall apply except so far as expressly agreed in writing by a director of EventElephant.
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2.2 |
No statement, promise or representation about the Web Portal, its fitness for any purpose or any other matter whatsoever made by any director, servant, Channel Partner or agent of EventElephant shall be binding unless expressly agreed in writing by a director of EventElephant.
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2.3 |
Whilst EventElephant takes care in preparing its catalogues, technical circulars, price lists and its other literature, these documents are for general guidance only and the particulars contained therein do not constitute representations or warranties by EventElephant and EventElephant shall not be bound thereby.
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3. ACCOUNT CONFIRMATION/VERIFICATION
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3.1 |
The advertising of the Web Portal whether on the EventElephant website or otherwise does not constitute an offer to sell as described or at all. By creating an Account whether directly or through a EventElephant Channel Partner, the Client is making an offer to use the Web Portal to promote their event which incorporates these Terms and Conditions. EventElephant reserves the right to decline anyaccount creation and web site, without giving a reason.
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3.2 |
If EventElephant elects to accept an offer for a License Fee Agreement, the Client will receive an Order Confirmation, accompanied with an invoice for this specified amount. The Client should check the Order Confirmation and Invoice and notify EventElephant or the EventElephant Channel Partner of any mistake by email or telephone immediately, otherwise the details stated in the Order Confirmation and Incoice will be binding on the Client.
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3.3 |
Orders are only binding on EventElephant when the Client has confirmed acceptance of both the EventElephant End User License Agreement and these Terms and Conditions, in accordance with the procedure set out in the Order Confirmation.
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3.4 |
EventElephant holds the right to remove any Event Website without reason and suspend an account without reason.
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4. TERM OF CONTRACT
This License Fee contract is for an initial fixed term of 12 months from the date of acceptance by the Client of the Order Confirmation and Invoice. Upon the expiry of the said fixed term, this contract shall continue unless terminated by either party by one month’s notice to the other.
Should the Client terminate its use of the Product within the said fixed term, any Fee due or to become due to EventElephant in respect of the said fixed term shall fall due for payment immediately. The Client shall be entitled to terminate this agreement without penalty after the initial 12 months period provided that at least one month’s written notice is given to EventElephant or the Channel Partner of Record in advance of termination and any Fee due is paid in full to EventElephant on or before the expiry of the said notice period.
Upon the expiry of the said fixed term, EventElephant may at its sole discretion, revise these Terms and Conditions from time to time. EventElephant shall give the Client three months advance notice of any revisions. The Client may on or before the expiry of the said notice period reject the revisions in writing and terminate this contract. If the Client does not reject the revisions within the said notice period, then the Client is deemed to accept the revisions which shall become binding upon the expiry of the said notice period.
Termination shall not prejudice any rights accruing to EventElephant prior to termination. On termination, all licenses to use the Product or the Software shall cease, the Client shall immediately pay to EventElephant all sums due by the Client to EventElephant and shall immediately destroy or return to EventElephant (at EventElephant’s option) all copies of the Software in the Client’s possession.
5. FEES
The following is a list of the principal Fees which will be levied by EventElephant in respect of the supply of the Web Portal. The amount of Fees payable in respect of the said initial fixed term of 12 months will be set out in the Order Confirmation furnished to the Client as outlined in Clause 3.2 above. The Order Confirmation will also confirm for each fee element, whether this is to be billed direct from EventElephant. All consequences of non-payment described below will take effect if payment is not received from a Channel Partner of Record, regardless of whether the End User has paid the Channel Partner of Record or not. EventElephant reserves the right to review and vary all Fees periodically and any variation shall come into effect upon the expiry of 30 days notice to you of the variation.
6. QUERIES AND COMPLAINTS
Notification of queries and/or complaints must be notified to us by email at
support@eventelephant.com.
7. NOTICES
Any notice or other communication permitted or required to be given under this Agreement shall be given in writing and shall be deemed to have been duly given if sent to the Client by registered post fax or email. If given by registered post the Client shall be deemed to have received notice 48 hours after posting.
8. CONFIDENTIALITY
The Client agrees to be bound as the Recipient by the terms of the EventElephant NDA.
9. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of Ireland and the parties irrevocably submit to the exclusive jurisdiction of the Courts of Ireland to settle any disputes which may arise in connection with this Agreement, save that EventElephant has the right at its sole discretion to commence and pursue proceedings in alternative jurisdictions. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
The Partner should be fully aware of the
General Terms & Conditions,
Event Organisers Terms & Conditions,
Attendee Terms & Conditions and our
Privacy Statement, and agree to same.
These Term’s & Conditions are produced in English and governing the law of our Registered Office in Ireland. Any discrepancies between the translation of the English version and other language, the English version will be the true and accurate Terms and Conditions.
10. GENERAL
Every Partner of EventElephant has to have the logo on their corporate homepage with a link back to
www.eventelephant.com
Until this is on the homepage, this could delay the issue of the partner code by EventElephant.