Terms & Conditions

Letsdayout Terms & Conditions

LETSDAYOUT LTD is a company incorporated in England and Wales, (company registration number 11067647) and whose Registered Office is at 119 Marylebone Rd., Marylebone, London, NW1 5PU, United Kingdom, and is the owner of the Website www.letsdayout.com as well as the application (or “app”). The VAT registration number (VRN) is 301054371. LetsDayOut can be contacted through email (hello@letsdayout.com). This is an overview of the Terms of Service for our platform, including any service we offer. On signing up to our service, you are agreeing to our Terms of Service, which acts as a legally binding agreement between you and LetsDayOut. The Terms & Conditions consist of the Terms & Conditions For Members (first section), the Terms & Conditions for Companies (second section) and the Website Terms of Use.

Terms & Conditions For Members

1. Commencement of Terms’ Applicability

These Terms shall be effective from the time that the Member first registers to use the Website and/or uses the Service. These Terms and shall remain in force until or unless terminated in accordance with these Terms.

2. Definitions

In this Agreement the following terms shall unless the context otherwise requires have the following meanings:

"Content"
Means information, software, photographs, video, graphics, music, sound and other material that appears on the Website or are made available through the Service.

“Event / Experience”
A specified event/experience on a specified date for which Tickets are sold by a Host via the Website.

“Guest”
Designates a member who is using Host Services.

“Host”
Means members and third parties who offer services, known as Host Services.

“Intellectual Property Rights”
Means throughout the world all copyrights, database rights, trademarks, trade names, patents and other intellectual property rights created, developed and already in existence.

“Listings”
Means any Host Service which is published on the LetsDayOut Platform.

“Member”
Means the individual or corporate entity (including any sole trader, partnership, limited company or other organisation or person) that has registered (either itself or by means of a duly authorised officer, agent or other representative) with LetsDayOut by means of the registration screen on the Website or that uses the Website and/or Service.

“Page”
Means a page of the Website.

“Platform”
Means the Website, Application and any Service we provide collectively.

“Server”
Means the server used by LetsDayOut to host the Website.

“Service”
Means the offering of events/experiences for booking, entertainment, advertisements, Tickets for sale and information by LetsDayOut by means of the Website and/or SMS.

“Terms”
Means these terms and conditions.

“Ticket”
Means a ticket purchased via the Website to allow a Member entry into an Event/Experience.

“Website”
Means the website with URL https://letsdayout.com or such other URL or URLs as LetsDayOut may in its sole discretion from time to time decide by means of which LetsDayOut may provide the Service.

3. Your Use of the Services

3.1 The Services

LetsDayOut hereby grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable, limited right to access and use the Services solely for the purposes of (a) browsing the Services and searching for, viewing, registering for or purchasing tickets or making donations to an event that is registered on the Services; and/or (b) if you are an Host, creating event registration, speaker profile, Host profile, fundraising and other webpages with respect to, and promoting, managing, tracking, and collecting sales proceeds for, an event, in each case (i) in compliance with these Terms of Use, Merchant Agreement, Privacy Policy and, in general, the Terms of Service; and (ii) to the extent permitted under all applicable local, state, provincial, national and other laws, rules and regulations.

Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly (A) copy, modify, reproduce, translate, localize, port or otherwise create derivatives of any part of the Services; (B) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local, state, provincial, national or other law, rule or regulation); (C) rent, lease, resell, distribute, use the Services for timesharing, service bureau or other commercial purposes not contemplated by this paragraph or otherwise exploit the Services in any unauthorized or unintended manner; (D) remove or alter any proprietary notices or labels on or in the Services; or (E) engage in any activity that interferes with or disrupts the Services. Any rights not expressly granted in this paragraph are reserved.

3.2 Platform

You may access and use the Services through our Application, Website or any other Service LetsDayOut provide collectively. For clarity, any access to or use of the Service via the Platform shall be deemed to be part of the Service and subject to the Terms of Service and these Terms of Use.

4. Eligibility

By applying to use or by using the Services, you warrant and represent to us that:

1. You are at least 18 years old;

2. You have the right, authority and capacity to enter into and be bound by these Terms;

3. You have not been made subject to a Sex Offender Preventative Order or have/have had a restraining order made against you by the courts of any jurisdiction;

4. You have not been convicted of any offence relating to violence or sexual harassment and/or any offence under the Protection from Harassment Act 1997 or the Sexual Offences Act 2003 (or under any statutory enactment replacing and/or amending such Acts); and/or

5. You have not been subject to any injunction or any order to pay damages under the Protection from Harassment Act 1997 or the Sexual Offences Act 2003 (or under any statutory enactment replacing and/or amending such Acts).

5. LetsDayOut's Role

5.1 Listing Service and Limited Agent

Unless otherwise stated in the contract between LetsDayOut and the Host (i.e.: prepurchase of inventory by LetsDayOut for certain events), LetsDayOut is not the Host or owner of the Experiences/Events listed for sale or registration on the Services. LetsDayOut provides the Services, which allow Hosts to list and promote their Experiences/Events, but all sales are, by default and in origin, made by the respective Host listed on the applicable event page. LetsDayOut also acts as the Host’s limited agent solely for the purpose of using its third party payment providers to collect payments made by Members on the Services with respect to an event and passing such payments through to the applicable Host. It is the Host’s sole obligation to ensure that any event page posting on the Services and the nature and conduct of the underlying event meet all applicable local, state, provincial, national and other laws, rules and regulations, and that the goods and services described in any event page posting are actually delivered in a satisfactory manner.

5.2 Payments from Members

All payments made by Members to attend the Experiences/Events of Hosts will be made through the LetsDayOut Platform. LetsDayOut may use third party payment processing partners to process the transaction as Host’s limited payment agent.

6. Ticket Sales

The User acknowledges and agrees that:

6.1 LetsDayOut is the agent of the Host to conclude Ticket transactions between the Member and the Host on payment of the relevant Ticketing fee;

6.2 Receipt of the correct Ticketing fee or deposit sums by LetsDayOut as agent on behalf of the Promoter or Venue from the User shall discharge the User's debt to that Promoter or Venue; and

6.3 LetsDayOut does not act as agent of any Members who are not Hosts.

7. Fees

Creating an account, listing an event and accessing the Services is free. We charge our fees only when you sell or buy paid Tickets on our Platform. All descriptions of standard fees on the Services represent the standard fees that LetsDayOut charges to Hosts. These fees may vary based on individual agreements between LetsDayOut and certain hosts. These fees will be absorbed into the Ticket or price and, at LetsDayOut’s sole discretion, either a) paid by the Host out of Ticket gross proceeds or b) deducted by LetsDayOut from the amount owed by LetsDayOut to the Host.

The fees charged to Members may include certain other charges, including without limitation, facility fees, royalties, taxes, processing fees and fulfilment fees. Therefore, the implied fees paid by Members for an event are not necessarily the same as those charged by LetsDayOut to the applicable Host or the standard fees described on the Merchant Agreement. In addition, certain fees are meant, on average, to defray certain costs incurred by LetsDayOut, but may in some cases include an element of profit and in some cases include an element of loss. LetsDayOut does not control (and thus cannot disclose) fees levied by your bank and/or credit card company, including fees for purchasing tickets and registrations in foreign currencies or from foreign persons. Be sure to check with your bank or credit card company prior to engaging in a transaction to understand all applicable fees, credit card surcharges and currency conversion rates.

8. Cancellation Policy, Booking and Ticketing Terms and Conditions & Refunds

8.1 Cancellation Policy

LETSDAYOUT LTD regrets that tickets cannot be exchanged or refunded after purchase.

8.2 Booking and Ticketing Terms & Conditions

8.2.1. The ticket holder voluntarily assumes all risks and danger incidental to the event for which the ticket is issued, whether occurring prior, during or after the event. The ticket holder voluntarily agrees that the management, venue, event participants, L and all of their respective agents, officers, directors, owners and employers are expressly released by the ticket holder from any claims arising from such causes. 
8.2.2. Tickets are issued subject to the rules and regulations of the venue.
8.2.3. Please check your tickets, as mistakes cannot always be rectified.
8.2.4. Occasionally, events are cancelled or postponed by the promoter, team, performer or venue for a variety of reasons. If the event is cancelled, please contact us for information on receiving a refund from the responsible party. If the event was moved or rescheduled, the venue or promoter may set refund limitations. It is your responsibility to ascertain the date and time of any rearranged event.
8.2.5. The venue reserves the right to refuse admission and may on occasion have to conduct security searches to ensure the safety of the patrons.
8.2.6. Every effort to admit latecomers will be made at a suitable break in the event, but admission cannot always be guaranteed.
8.2.7. Tickets are sold subject to the venue or promoter's right to alter or vary the programme due to events or circumstances beyond its control without being obliged to refund monies or exchange tickets.
8.2.8. If this ticket is re-sold or transferred for profit or commercial gain by anyone other than the promoter, venue management, lETSDAYOUT LTD or one of their authorised sub-agents, it will become voidable and the holder may berefused entry to or ejected from the venue.
8.2.9. The venue may operate a No Smoking Policy.
8.2.10. The promoter, venue management and LETSDAYOUT LTD accept no responsibility for any personal property.
8.2.11. For the events listed on the purchased tickets for ticket holders who are over 18 years of age, identification may be required.

8.3 Refunds 

Refunds for tickets will be governed by the Host’s refund policy acting in its sole discretion, and it is the Member’s responsibility to check the Host’s policy prior to making the transaction. LetsDayOut has no control over the Host’s refund policy.

Where an event is cancelled, the Host of the Event/Experience will take full responsibility for the refund, inform the Member prior to such cancellation and the Member will be entitled to a refund.

Where a refund is to be granted by the Host in accordance with these Terms, and LetsDayOut has not been required to pass on, or has not in fact transferred the relevant Member’s monies to the Host, LetsDayOut shall endeavour to refund the relevant Member’s monies as soon as possible and in any event within 30 days. If, however, the Member’s monies have been passed on to the Promoter or Venue (as applicable), then LetsDayOut shall have no obligation to refund the Member’s monies and the Host hereby expressly undertakes to refund the Member directly in accordance with its terms and conditions. To facilitate this, LetsDayOut shall pass to the Member all contact information relating to the Host necessary for the Member to obtain a refund directly from the Host. Any transaction handling fees that apply to the purchase of Tickets will only be refunded where the delivery or handling service has not already been carried out.

Any refunds requested by the Member are the responsibility and discretion of the Host only. The Member through buying a ticket on LetsDayOut commits to the Host’s own terms and conditions and the LetsDayOut Cancellation Policy sated by clause 7.1 and the Booking and Ticket Terms and Conditions stated by clause 7.2.

9. Account, Password & Security

9.1 Registration

As part of certain registration processes on the Services, you will create an account or change or add information about your account. You agree (a) to provide true, accurate, current and complete information about yourself, (the “Registration Data”); and (b) to maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If LetsDayOut reasonably believe that any Registration Data you have provided is untrue, accurate or misleading, LetsDayOut reserves the right to suspend or terminate your account and delete you as a user of the Platform. In the event of any dispute between two or more parties as to account ownership, you agree that LetsDayOut shall be the sole arbiter of such dispute in its discretion and that LetsDayOut’s decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.

9.2 Security

You are responsible for maintaining the confidentiality of your password and account details, and are fully responsible for all activities that occur under your account. You agree to immediately notify LetsDayOut of any unauthorized use of your password or account or any other breach of security.

9.3 Age Restrictions

LetsDayOut is concerned about the safety and privacy of children. For this reason, and to be consistent with the terms of use of any third party service providers used by LetsDayOut, you must be at least eighteen (18) years of age, or the legal age of majority where you reside, to use the Services. Otherwise you may use the Services only with the involvement of a parent or guardian. In any event, you may not use the Services or register if you are under the age of thirteen (13).

10. Content

10.1 Website Content

You agree that all material, including without limitation information, data, text, editorial content, design elements, look and feel, formatting, graphics, images, photographs, videos, music, sounds and other content (collectively, “Content”), contained in or delivered via the Services or otherwise made available by LetsDayOut in connection with the Services (collectively, “Website Content”) is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. LetsDayOut may own the Website Content or portions of the Website Content may be made available to LetsDayOut through arrangements with third parties. The compilation of all Website Content included in or made available through the Services is the exclusive property of LetsDayOut and is protected by copyright laws. Except as expressly authorized by LetsDayOut in writing or in connection with your permitted use of the intended functionality of the Services, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Website Content, or post any Website Content on any other website or in a networked computer environment for any purpose. You shall use the Website Content only for purposes that are permitted by these Terms of Use and any applicable local, state, provincial, national or other law, rule or regulation. Any rights not expressly granted herein are reserved. Any Website and App Content in relation to an Event or Experience is strictly for illustrative purposes only and shall not be construed as accurate or representative of such Event or Experience.

10.2 Your Content

You acknowledge and agree that if you contribute, provide or make available any Content to the Services (“Your Content”), you hereby grant to LetsDayOut a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right and license to access, use, reproduce, transmit, adapt, modify, perform, display, distribute, translate, publish and create derivative works based on Your Content, in whole or in part, in any media, for the purpose of operating the Services (including LetsDayOut's promotional and marketing services). Notwithstanding the foregoing, LetsDayOut does not claim, and you do not transfer, any ownership rights in any of Your Content and nothing in these Terms of Use will restrict any rights that you may have to use and exploit Your Content outside of the Services.

You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all Your Content (a) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party; (b) complies with all applicable local, state, provincial, national and other laws, rules and regulations; (c) ·not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or any of the Services; and (d) does not violate the Terms of Service, including without limitation these Terms of Use and the Privacy Policy. In addition, Your Content must be accurate and truthful.

LetsDayOut reserves the right to remove any of Your Content from the Services at any time if LetsDayOut believes in its discretion that it violates the Terms of Service, including without limitation, these Terms of Use. In addition, you agree that LetsDayOut may use your name and logo (whether or not you have made it available through the Services) for the purpose of identifying you as an existing or past customer of LetsDayOut both on the Services and in marketing, advertising and promotional materials.

11. Feedback & Revisions

You hereby acknowledge that (a) any and all suggestions for correction, change and modification to the Services and other feedback (including but not limited to quotations of written or oral feedback), information and reports provided to LetsDayOut by you (collectively “Feedback”); and (b) all improvements, updates, modifications or enhancements, whether made, created or developed by LetsDayOut or otherwise relating to Feedback (collectively, “Revisions”), are and will remain the property of LetsDayOut. All Feedback and Revisions become the sole and exclusive property of LetsDayOut and LetsDayOut may use and disclose Feedback and/or Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to LetsDayOut any and all right, title and interest (including, but not limited to, any patent, copyright, future copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property right) that you may have in and to any and all Feedback and Revisions. You hereby agree to waive any moral rights you may have in any and all Feedback and Revisions, and consent to any act which amounts to an infringement of any such moral right, in favour of LetsDayOut. At LetsDayOut’s request, you will execute any document, registration or filing required to give effect to these provisions.

12. Conduct

12.1 Certain Restrictions

All interactions on the Website must comply with LetsDayOut’s Terms of Service. To the extent your conduct, in our sole discretion, restricts or inhibits any other user from using or enjoying any part of the Website, we may limit your privileges on the Website and seek other remedies. The following activities performed by any user of the Website are prohibited on the Website and constitute express violations of The Terms of Service and of these Terms of Use:

A. Submitting any content to the Website that:
I) contains personal information of users, such as their e-mail and name ("Personal Information"), except when we expressly ask you to provide such information;
II) violates any national or international applicable laws (including but not limited to intellectual property laws, laws relating to rights of privacy and rights of publicity and laws related to defamation);
III) offers unauthorized downloads of any copyrighted, confidential or private information;
IV) impersonates any person or entity, or falsifies or otherwise misrepresents yourself or your affiliation with any person or entity;
V) possesses or creates a privacy or security risk to any person;
VI) makes use of offensive language or images;
VII) contains software viruses or malware or any other computer code designed to interrupt or limit the functionality of any computer software or hardware; or
VIII) is protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right.
B. Attempting to do or actually doing any of the following:
I) interfering with, disrupting or damaging the service given to any user in any manner, including, without limitation, submitting a virus to the Website or attempting to overload, “flood,” “spam,” “mail bomb” or “crash” the Website;
II) engaging in any activity which infringes upon the civil liberty or quiet enjoyment of any other user of the Services or using the Services to do any such thing to another individual;
III) scanning or monitoring the Website for data gathering purposes in an effort to track sales, usage, aggregate offering information, pricing information or similar data;
IV) scanning or testing the security or configuration of the Website or to breach security or authentication measures; or
V) accessing data not intended for you, such as logging into a server or an account which you are not authorized to access.
C. Using any of the following:
I) frames, framing techniques or framing technology to enclose any content included on the Website without our express written permission;
II) any Website content, including without limitation “Customer Information”, in any meta tags or any other “hidden text” techniques or technologies without our express written permission;
III) the Website or any of its resources to solicit consumers, activity providers or other third-parties to become users or partners of other online or offline services directly or indirectly competitive or potentially competitive with LetsDayOut, including, without limitation, aggregating current or previously offered activities; or
IV) the Website or any of its contents to advertise or solicit any content with commercial, political or religious purposes.
D. Collecting any of the following:
I) personal Information, “Customer Information”; or
II) content from the Website, including, but not limited to, information in connection with current or previously offered activities; with the aim of featuring such content to consumers in any manner that diverts traffic from the Website without our express written permission.
E. Engaging in any of the following:
I) tampering or interfering with the proper functioning of any part, page or area of the Website or any functions or services provided by LetsDayOut;
II) violating the restrictions in any robot exclusion headers on the Website or bypassing or circumventing other measures employed to prevent or limit access to the Website;
III) reselling or repurposing your access to the Website or any purchases made through the Website;
IV) using Services for solicitation or prostitution;
V) using any LetsDayOut account for resale or for speculative, false, fraudulent or any other purpose not expressly permitted by these Terms of Use;
VI) taking any action that places excessive demand on our services or imposes, or may impose, an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion);
VII) accessing, monitoring or copying any content from the Website using any “robot,” “spider,” “scraper” or other automated means or any manual process for any purpose without our express written permission;
VIII) aggregating any current or previously-offered activities or other content or information from the Website (whether using links or other technical means or physical records associated with purchases made through the Website) with material from other websites and publishing it neither on our Website nor on a secondary website without our express written permission;
IX) deep-linking to any portion of the Website (including, without limitation, the purchase path for any Ticket) without our express written permission;
X) hyperlinking to the Website from any other website without our written consent; or
XI) acting illegally or maliciously against the business interests or reputation of LetsDayOut and/or its subsidiaries or affiliates, including without limitation LetsDayOut Labs, Inc., our activity providers or our services.

13. Certain Remedial Rights

You acknowledge and agree that LetsDayOut may preserve Your Content and account information and may also disclose Your Content and account information if required to do so by law or for attending potential requests from public authorities and courts to (a) comply with legal process; (b) respond to claims that any of Your Content violates the rights of third parties; (c) enforce or administer the Terms of Service, including without limitation, these Terms of Use; and/or (d) protect the rights, property and/or personal safety of LetsDayOut, its users and/or the public, including fraud prevention. You understand that the technical processing and transmission of the Services, including Your Content, may involve transmissions over various networks and/or changes to conform and adapt to technical requirements of connecting networks or devices.

14. Links

14.1 Third Party Websites

The Services may provide, or Members (in particular, Hosts) may provide, links to other Internet websites or resources. Because LetsDayOut has no control over such websites and resources, you acknowledge and agree that LetsDayOut is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, services or other materials on or available from such websites or resources, or any damages or losses related thereto, even if such websites or resources are connected with LetsDayOut partners or third party service providers. Any personal data processed by such third party websites is subject to their own privacy policies that you should read carefully and accept, when applicable. No personal data is transferred from LetsDayOut to those third party website, except in those cases set out in the Privacy Policy.

14.2 Linked Accounts

As part of the Services you may be able to link an account you have with a third party service, such as a social media website (e.g.: Facebook or Linkedin). By linking such third party account, you agree that LetsDayOut may access, make available to and store any Content that you have provided to and stored in such third party account so that it is available on or through the Services.

15. Disclaimer

The Website and its content are delivered on an "as-is" and "as-available" basis. LetsDayOut disclaims all warranties, express or implied, including also any implied warranties of merchantability and fitness for a particular purpose. LetsDayOut does not promise that the Website will be error-free, uninterrupted, or that it will provide specific results from use of the Website or any content, search or link on it. LetsDayOut cannot ensure that files you download from the Website will be free of viruses or contamination or destructive features. LetsDayOut will not be liable for any damages of any kind arising from the use of this Website, including without limitation, direct, indirect, incidental and punitive and consequential damage. LetsDayOut makes no guarantee of any specific result from use of this Website or use of the LetsDayOut service.

16. Members’ Warranties and Representations

16.1 The Member warrants to LetsDayOut that its use of the Service shall:

16.1.1 not be in breach of any contractual, statutory or common law rights of any third party (including but not limited to infringement of Intellectual Property Rights, data protection, defamation, theft, fraud, drug-trafficking, money-laundering and terrorism statutes);
16.1.2 not entail the obtaining or attempting to obtain, the Service by re-arranging, tampering with, or connecting with any facilities of LetsDayOut, or by any trick, scheme, false representation or by or through any other fraudulent means whatsoever;
16.1.3 not entail the obtaining, accessing, altering or destroying any one or more from the data files, programs, procedures and information of LetsDayOut or of another Member;
16.1.4 attempting and/or assisting another to perform the acts prohibited in 15.1.2 and 15.1.3 above;
16.1.5 not interfere unreasonably with the use of the Service by any other Member or authorised person;
16.1.6 not be threatening, fraudulent, abusive, harassing, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, indecent, or otherwise objectionable or inappropriate as determined by LetsDayOut at its sole discretion; and
16.1.7 The Member warrants that all the information that it supplies to LetsDayOut shall be accurate, complete and true in all respects and the Member agrees that it shall notify LetsDayOut immediately of any changes to such information or if such information becomes out of date.
16.1.8 Breach of any of these warranties shall result in the Member being banned from using the Service by LetsDayOut acting in its sole discretion, without prejudice to any claim or rights LetsDayOut may have relating to such breach.

17. Exclusion of Warranties / Limitation of Liability

17.1 No liability for attending Events/Experiences: The Member acknowledges and accepts that LetsDayOut is purely a platform for Member to find Events/Experiences and acts as agent of the Hosts to enable Members to conclude ticket purchases or bookings.  LetsDayOut does not have any control over any Host or Event/Experience, or the service provided by such Host, and accordingly takes no responsibility for damages, injury or loss of any kind incurred by the Member from attending an Event/Experience via Tickets purchased or a booking made via the Website, or a Member being refused access to an Event/Experience for not complying with the Event/Experience regulations. In such circumstances the Host will be directly liable to the Member, however it is the responsibility of the Member to familiarise themselves with the Host’s rules and regulations prior to attending the Event/Experience.

17.2 The Service is provided "as is" without any warranty of any kind either express or implied. On occasion the Service may be interrupted or suffer technical errors due to factors beyond our control. LetsDayOut shall use reasonable endeavours to rectify any issues. LetsDayOut monitors its systems to ensure that all automated facilities may be available for ‘Out of Hours’ service, however this is not a given.  In relation to Hosts, LetsDayOut will offer technical support of its own systems during normal working hours, but is not responsible for the technical support of any Host’s website, hardware or systems. LetsDayOut are not responsible for the promotion of Event/Experiences Ticket sales, and use of the Service by a Host does not guarantee the sale of any Tickets.

17.3 LetsDayOut (including its directors, employees or other representatives) will be not be liable for loss of profits; loss of business or revenue; consequential damages; depletion of goodwill or similar losses; loss of anticipated savings; loss of goods; loss of use; loss or corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses in connection with the use of the Service.

17.4 Notwithstanding the foregoing, none of the exclusions or limitation in this clause are intended to limit any rights a Member may have as a consumer under local law or statutory rights which may not be excluded, nor in any way exclude or limit LetsDayOut's liability to a Member for fraud, or death or personal injury resulting from LetsDayOut's negligence or that of LetsDayOut's employees or agents.

18. Other Services

LetsDayOut may, upon request, and for such fees as LetsDayOut may establish from time to time in its sole discretion, provide additional services to you beyond the basic functionality of the Website and Applications, including without limitation, marketing and promotion services, leasing ticket scanning and other equipment, providing on-site entry management consultants to assist you with your event set-up and providing dedicated account management services. All such additional services, whether provided prior to, during or following your event, shall be deemed a part of the Services and subject to all the terms and conditions of the Terms of Service, including without limitation, these Terms of Use. Such additional services shall be set forth in additional terms and conditions or other written agreements between you and an authorized officer of LetsDayOut, and shall set forth the applicable fees and the other terms and conditions relating to such additional services.

19. Termination

Any party may terminate the contractual agreement governed by these Terms immediately by notifying the other party in writing, without prejudice to any rights or claims accrued by either party prior to the date of termination under these Terms. Upon termination the Members shall cease to have any rights to use the Website or Service.

In the event that a Host fails to pay any fees agreed separately in writing with LetsDayOut for use of the Service, then LetsDayOut may terminate the Host’s use of the Website and Service with immediate effect acting in its sole discretion, without prejudice to any claim or rights LetsDayOut may have prior to such termination.

20. Waiver

Failure or neglect by LetsDayOut to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of LetsDayOut’s rights hereunder nor in any way affect the validity of the whole or any part of these Terms nor prejudice LetsDayOut’s rights to take subsequent action.

21. Assignment

Neither these Terms nor the benefit of the Service may be assigned or transferred by the Member whether voluntarily or involuntarily or by operation of law, in whole or in part, to any party without the prior written consent of LetsDayOut, and LetsDayOut reserves the right to charge for any time or costs incurred by its staff in so doing. No such assignment by the Member howsoever occurring shall relieve the Member of its obligations hereunder.

LetsDayOut is entitled to assign or transfer any or all of its rights and obligations under these Terms or the benefit of the Service at any time without the need for any consent from any Member (including Hosts).

22. Entire Agreement

These Terms supersede any arrangements, understanding, promises or agreements made or existing between the parties here to prior to these Terms in respect of the Service and constitute the entire understanding between the parties hereto regarding the same. Except as otherwise provided herein, no addition, amendment to or modification of these Terms shall be effective unless it is in writing and signed by and on behalf of both parties.

23. Trademarks

LetsDayOut, the website, app and design are registered trademarks of LetsDayOut Ltd. All rights reserved.

24. Access To Personal Data by Host

All Member Information inputted by a Member on event pages posted by an Host on the Services will be shared with the applicable Host and may also be used by LetsDayOut in accordance with our Privacy Policy , including marketing or promotion of other events or services that may be of interest to the applicable Member. Note that payment data (as defined in the Privacy Policy) will not be shared with Hosts. Each Host represents, warrants and agrees that (a) it will at all times comply with all applicable local, state, provincial, national and other laws, rules and regulations with respect to Member Information; (b) it will at all times comply with any applicable policies posted on the Services with respect to Member Information; and (c) upon a request of a given Member or as permitted in Section 8.2 of these Terms of Use, LetsDayOut is authorized at its discretion to delete or anonymize Member Information of a requesting Member from the Services at which time it will no longer be available to Host through the Services or will no longer be linked to an identifiable Member through the Services. For purposes of this Section, “Member Information” means information about a given Member made available on or through the Services, including, without limitation, name, address, e-mail address, past event attendance, event interests, credit card type, last 4 credit card digits and phone numbers, but excluding Payment Data.

25. Third Parties

Nothing in these Terms confers or purports to confer on any third party who is not a Host any benefit of any right to enforce any of these Terms pursuant to the Contracts (Rights of Third Parties) Act 1999.

26. Validity of Terms

26.1 Severability

If any provision or part of a provision in these terms is held to be invalid, void, or unenforceable, such provision (or the part of it that is making it invalid, void or unenforceable) will be struck and not affect the validity of and enforcability of the remaining provisions.

26.2 Updates to these Terms

We reserve the right to update, modify or discontinue the Terms, at any time. If we modify the Terms, we will give you notice and post the modification on the LetsDayOut Site, Application, or Services. By continuing to access or use the Services after the modified Terms becomes effective, you are indicating that you agree to be bound by the updated terms. If the modified terms are not acceptable to you, your recourse is to stop using the Services.

26.3 Survival

Unless you reside in Germany, if you or we terminate the Terms, the clauses of these Terms that reasonably should survive termination of the Terms will remain in effect. When the Terms are terminated, you are not entitled to a restoration of your account (if your account is cancelled) or of the Member Content.

Terms & Conditions For Companies Specifically

27. Terms for Listing Experiences

To list an Experience, Event or other Host Service, you must create a Listing and submit the Experience, Event or Host Service to LetsDayOut. Experiences must at all times meet these quality standards:

– Hospitality: Hosts are friendly and welcoming to strangers or guests, and are able to facilitate connections between them.

– Expertise: Hosts have skill or knowledge pertaining to the particular field relating to the experience.

– Accuracy: Hosts must provide complete and accurate information about their experience, including the itinerary, time and date, meeting location, what they’ll provide to guests, etc.

– LetsDayOutserves the right to decide, in its sole discretion, whether a submitted Experience, Event or other Host Service will be published on the LetsDayOut Platform. Once published, an Experience, Event or other Host Service may be removed pursuant to the removal provisions below or pursuant to any applicable removal provision in the LetsDayOut Terms of Service.

When listing an Experience, Event or other Host Service you must, where applicable, fully educate and inform Guests about:

1. Any risks inherent to the Experience, Event or other Host Service

2 Any requirements for participation, such as the minimum age, related skills, level of fitness or other requirements

3. Anything else they may need to know to safely participate in the Experience, Event or other Host Service (including dress codes, equipment, special certifications or licenses, etc.).

Once your Experience, Event or other Host Service is published on the LetsDayOut platform, you will have the ability to add dates and times when you offer your Experience through the LetsDayOut Platform. By making your Experience, Event or other Host Service available for a particular date and time on the LetsDayOut Platform (an “Instance”), you agree that only people who book through LetsDayOut can attend that Instance of the Experience, Event or other Host Service. You further agree that you will not allow people to attend any Instance of your Experience, Event or other Host Service available on the LetsDayOut Platform unless that person booked through LetsDayOut (or was added as an additional Guest for a spot booked through the LetsDayOut Platform).

Hosts alone are responsible for the Experiences, Events, or other Host Services that they submit, list and provide. LetsDayOut merely provides the LetsDayOut Services and is not itself an operator or provider of tours, activities, Experiences, Events or other Host Services. LetsDayOut does not own, sell, resell, furnish, provide, manage and/or control any such Experiences, Events or other Host Services. LetsDayOut’s responsibilities are limited to making the Listings for Experiences, Events or other Host Services available through the LetsDayOut Platform.

You are responsible for acquiring all equipment, including supplies, vehicles, venues and other materials (“Equipment”) necessary to host your Experience, Event or other Host Service. You are solely responsible for ensuring that the Equipment used in your Experience, Event or other Host Service is in good working order and conforms to all laws pertaining to safety, equipment, inspection, and operational capability. Except as otherwise required by law, you assume all risk of damage or loss to your Equipment.

28. Additional Experience Host Responsibilities

You are responsible for:

1.  understanding and complying with all laws, rules and regulations that may apply to your Experience, Event or other Host Service(s)

2. obtaining any required licenses, permits, or registrations prior to providing your Experience, Event or other Host Service(s)

3. ensuring that your Listing and/or Hosting of an Experience, Event, or other Host Service(s) will not breach any agreement you may have with any third party.

You must provide your Experience, Event or other Host Service in person and may not allow any third party to provide the Experience, Event or other Host Service on your behalf, unless authorized by LetsDayOut.

29. Ticket Sales

The Member acknowledges and agrees that:

1. LetsDayOut is the agent of the Host of the Experience/Event to conclude Ticket transactions between the Member and the Host on payment of the relevant Ticketing fee;

2. where the Member wishes to make a booking for an Event/Experience for which the payment of a deposit is required, LetsDayOut is the agent of the Host to conclude such bookings between the Member and the Host on payment of the relevant deposit sums;

3. receipt of the correct Ticketing fee or deposit sums by LetsDayOut as agent on behalf of the Host from the Member shall discharge the Member’s debt to that Host; and

4. LetsDayOut does not act as agent of any Member who is not a Host.

Tickets for Events/Experiences sold through LetsDayOut will be processed through LetsDayOut’s own online merchant and bank account.

30. Fees

Creating an account, listing an event through the 0% Commission Link and accessing the Services is free. We charge our fees only when you sell or buy paid Tickets on our Platform. All descriptions of standard fees on the Services represent the standard fees that LetsDayOut charges to Hosts. These fees may vary based on individual agreements between LetsDayOut and certain hosts. These fees will be absorbed into the Ticket or price and, at LetsDayOut’s sole discretion, either a) paid by the Host out of Ticket gross proceeds or b) deducted by LetsDayOut from the amount owed by LetsDayOut to the Host.

In addition, certain fees are meant, on average, to defray certain costs incurred by LetsDayOut, but may in some cases include an element of profit and in some cases include an element of loss.

31. Refunds

Refunds for these tickets will be governed by the Host’s refund policy acting in its sole discretion, and it is the Member’s responsibility to check the Host’s policy prior to making the transaction. LetsDayOut has no control over the Host’s refund policy.

Where an event is cancelled, the Host of the Event/Experience will take full responsibility for the refund, inform the Member prior to such cancellation and the Member will be entitled to a refund.

If the Member’s monies have been passed on to the Host, then LetsDayOut shall have no obligation to refund the Member’s monies and the Host hereby expressly undertakes to refund the Member directly in accordance with its terms and conditions. To facilitate this, LetsDayOut shall pass to the Member all contact information relating to the Host necessary for the Member to obtain a refund directly from the Host.

Any refunds requested by the Member are the responsibility and discretion of the Host only. The Member through buying a ticket on LetsDayOut commits to the Host’s own terms and conditions stated on the issued Ticket.

32. Email

32.1 Email Tools

LetsDayOut may make available to you features and tools that allow you to contact other users of the Services or third parties via email (the “Email Tools”). In the event that you use these Email Tools, you represent, warrant and agree that:

(a) You have all right and authority necessary to send emails to the addresses on your recipient list, including without limitation, that such addresses were gathered on an opt-in basis in any jurisdiction where that is required by applicable local, state, provincial, national or other law, rule or regulation, and your emailing of such addresses complies with the privacy policy under which the recipient emails were gathered and which was disclosed to recipients at the time of gathering;
(b) Your use of the Email Tools is in compliance with all applicable local, state, provincial, national and other laws, rules and regulations, including those relating to spam and email;
(c) Your use of the Email Tools will be solely to manage a bona fide event that you have listed on the Services;
(d) You will not use false or misleading headers or deceptive subject lines in emails sent using the Email Tools;
(e) You will identify the email message as commercial in nature;
(f) You will not hide, disable, remove, or attempt to hide, disable or remove the unsubscribe link that Fever includes on every email

33. Members’ Warranties and Representations

33.1. The Member warrants to LetsDayOut that its use of the Service shall:

33.1.1. not be in breach of any contractual, statutory or common law rights of any third party (including but not limited to infringement of Intellectual Property Rights, data protection, defamation, theft, fraud, drug-trafficking, money-laundering and terrorism statutes);

33.1.2. not entail the obtaining or attempting to obtain, the Service by re-arranging, tampering with, or connecting with any facilities of LetsDayOut, or by any trick, scheme, false representation or by or through any other fraudulent means whatsoever;

33.1.3. not entail the obtaining, accessing, altering or destroying any one or more from the data files, programs, procedures and information of LetsDayOut or of another Member;

33.1.4. attempting and/or assisting another to perform the acts prohibited in 32.1.2 and 32.1.3 above;

33.1.5. not interfere unreasonably with the use of the Service by any other Member or authorised person;

33.1.6. not be threatening, fraudulent, abusive, harassing, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, indecent, or otherwise objectionable or inappropriate as determined by LetsDayOut at its sole discretion; and

33.2. The Member warrants that all the information that it supplies to LetsDayOut shall be accurate, complete and true in all respects and the Member agrees that it shall notify LetsDayOut immediately of any changes to such information or if such information becomes out of date.

32.3 Breach of any of these warranties shall result in the Member being banned from using the Service by LetsDayOut acting in its sole discretion, without prejudice to any claim or rights LetsDayOut may have relating to such breach.

34. Exclusion of Warranties / Limitation of Liability

34.1 No liability for attending Events/Experiences: The Member acknowledges and accepts that LetsDayOut is purely a platform for Member to find Events/Experiences and acts as agent of the Hosts to enable Members to conclude ticket purchases or bookings.  LetsDayOut does not have any control over any Host or Event/Experience, or the service provided by such Host, and accordingly takes no responsibility for damages, injury or loss of any kind incurred by the Member from attending an Event/Experience via Tickets purchased or a booking made via the Website, or a Member being refused access to an Event/Experience for not complying with the Event/Experience regulations. In such circumstances the Host will be directly liable to the Member, however it is the responsibility of the Member to familiarise themselves with the Host’s rules and regulations prior to attending the Event/Experience.

34.2 The Service is provided "as is" without any warranty of any kind either express or implied. On occasion the Service may be interrupted or suffer technical errors due to factors beyond our control. LetsDayOut shall use reasonable endeavours to rectify any issues. LetsDayOut monitors its systems to ensure that all automated facilities may be available for ‘Out of Hours’ service, however this is not a given.  In relation to Hosts, LetsDayOut will offer technical support of its own systems during normal working hours, but is not responsible for the technical support of any Host’s website, hardware or systems. LetsDayOut are not responsible for the promotion of Event/Experiences Ticket sales, and use of the Service by a Host does not guarantee the sale of any Tickets.

34.3 LetsDayOut (including its directors, employees or other representatives) will be not be liable for loss of profits; loss of business or revenue; consequential damages; depletion of goodwill or similar losses; loss of anticipated savings; loss of goods; loss of use; loss or corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses in connection with the use of the Service.

34.4 Notwithstanding the foregoing, none of the exclusions or limitation in this clause 6 are intended to limit any rights a Member may have as a consumer under local law or statutory rights which may not be excluded, nor in any way exclude or limit LetsDayOut's liability to a Member for fraud, or death or personal injury resulting from LetsDayOut's negligence or that of LetsDayOut's employees or agents.

35. Terms Relating to Hosts Only

35.1. LetsDayOut reserves the right to withhold funds (i) at any time as LetsDayOut determines to be necessary for the processing and settlement of all refunds, disputed charges, charge backs, customer complaints, allegations of fraud, and other discrepancies (ii) in the event that the Host has outstanding debts to LetsDayOut, in which case it may withhold all revenue for Tickets sold until such debts are paid and cleared in full and (iii) as otherwise permitted pursuant to these Terms.

35.2. Hosts agree that all revenue from Tickets for an Event is only due and payable to Hosts following conclusion of the applicable Event (even if LetsDayOut sends advance sums to the Host) and all revenues from Tickets sold via the Website ultimately due will be net of all service fees and commissions which shall be retained by LetsDayOut, and any refunds, disputed charges, charge backs and other deductions which LetsDayOut judges necessary, acting in its sole discretion, in order that it may settle any issues with its Members who have purchased relevant Tickets.

35.3. If (i) payments have already been made by LetsDayOut to a Host for Tickets sold by LetsDayOut to a Member under clause 6a or (ii) the Member purchases Tickets for an Event/Experience and that Event is cancelled, such Host will immediately issue refunds directly to Members who have purchased a Ticket via the Website for the cancelled Event, within ten working days of the date on which the Event is cancelled. 

35.4. The Host agrees that any payment by LetsDayOut of revenue from Tickets sold prior to three working days after the Event date of the applicable event are merely advances of amounts that may become due to the Host under these Terms and that LetsDayOut may demand such advances back, in its sole discretion, and the Host shall thereupon within 5 working days, after such demand, pay back LetsDayOut such advance or any portion thereof demanded by LetsDayOut. 

35.5. All communications or disputes regarding refunds are between the Host and Member who purchased Tickets on the Website, and LetsDayOut will not be responsible or liable for, and the Host hereby agrees to fully indemnify LetsDayOut and its affiliates for any claims for refunds, errors in issuing refunds, or lack of refunds, and/or charge backs and associated costs incurred by LetsDayOut in connection with the purchase of Tickets via the Website. 

35.6. All Hosts acknowledge and agree that LetsDayOut shall have the right to force a refund of any or all Tickets at any time if LetsDayOut receives complaints from a substantial number (as determined by LetsDayOut in its sole discretion) of Members with respect to the applicable Event or another Event held by a Host, or LetsDayOut determines in its sole discretion that a Host has engaged in any fraudulent activity or made any misrepresentations. 

35.7. LetsDayOut uses secure payment systems, but in the case that any fraudulent purchase made by a customer and a charge back occurs in respect of a payment that LetsDayOut has transferred to the Host, then LetsDayOut will invoice the Host for such charge back to be paid to LetsDayOut within 5 days of receipt of invoice and may deduct such sums owed to it by the Host from any revenue taken by LetsDayOut on behalf of the Host, even where this relates to a different Event.  

35.8. Any funds due to the Host will be remitted to the Host within 3-5 working days after the relevant Event to a bank account nominated by the Host prior to this date or as otherwise agreed in writing with LetsDayOut.  

35.9. All booking fees and commission rates charged by LetsDayOut are subject to VAT which will be added on to such fees and commissions. 

35.10 LetsDayOut reserves the right to remove and halt ticket sales and any associated promotion of the Hosts event at their discretion. 

35.11 Any commission owed to LetsDayOut by Hosts for ticket sales is non-refundable once the net payment has been made to the Host for ticket sales. 

35.12 If a Chargeback is raised by a Member for any events/experiences run by the Host, we reserve the right to refund the payment to the cardholder at any time. 

35.13 If we suspect fraud on any transactions relating to the Hosts events/experiences, we reserve the right to cancel and refund the purchase. 

36. Indemnity Relating to Hosts Only

Hosts shall indemnify and hold LetsDayOut harmless from all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, LetsDayOut as a result of or in connection with any claim made against LetsDayOut in respect of any liability, loss, damage, injury, cost or expense sustained by LetsDayOut's employees or agents or by any Member or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from attendance by a Member of an Event/Experience itself, or is as a consequence of a breach or negligent performance or failure or delay in performance of the obligations of the Host under these Terms.

37. Termination

Any party may terminate the contractual agreement governed by these Terms immediately by notifying the other party in writing, without prejudice to any rights or claims accrued by either party prior to the date of termination under these Terms. Upon termination the Members shall cease to have any rights to use the Website or Service.

In the event that a Host fails to pay any fees agreed separately in writing with LetsDayOut for use of the Service, then LetsDayOut may terminate the Host’s use of the Website and Service with immediate effect acting in its sole discretion, without prejudice to any claim or rights LetsDayOut may have prior to such termination.

38. Waiver

Failure or neglect by LetsDayOut to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of LetsDayOut’s rights hereunder nor in any way affect the validity of the whole or any part of these Terms nor prejudice LetsDayOut’s rights to take subsequent action.

39. Assignment

Neither these Terms nor the benefit of the Service may be assigned or transferred by the Member whether voluntarily or involuntarily or by operation of law, in whole or in part, to any party without the prior written consent of LetsDayOut, and LetsDayOut reserves the right to charge for any time or costs incurred by its staff in so doing. No such assignment by the Member howsoever occurring shall relieve the Member of its obligations hereunder.

LetsDayOut is entitled to assign or transfer any or all of its rights and obligations under these Terms or the benefit of the Service at any time without the need for any consent from any Member (including Hosts).

40. Entire Agreement

These Terms supersede any arrangements, understanding, promises or agreements made or existing between the parties here to prior to these Terms in respect of the Service and constitute the entire understanding between the parties hereto regarding the same. Except as otherwise provided herein, no addition, amendment to or modification of these Terms shall be effective unless it is in writing and signed by and on behalf of both parties.

41. Third Parties

Nothing in these Terms confers or purports to confer on any third party who is not a Host any benefit of any right to enforce any of these Terms pursuant to the Contracts (Rights of Third Parties) Act 1999.

42. Validity of Terms

42.1 Severability

If any provision or part of a provision in these terms is held to be invalid, void, or unenforceable, such provision (or the part of it that is making it invalid, void or unenforceable) will be struck and not affect the validity of and enforceability of the remaining provisions.

42.2 Updates to these Terms

We reserve the right to update, modify or discontinue the Terms, at any time. If we modify the Terms, we will give you notice and post the modification on the LetsDayOut Site, Application, or Services. By continuing to access or use the Services after the modified Terms becomes effective, you are indicating that you agree to be bound by the updated terms. If the modified terms are not acceptable to you, your recourse is to stop using the Services.

42.3 Survival

If you or we terminate the Terms, the clauses of these Terms that reasonably should survive termination of the Terms will remain in effect. When the Terms are terminated, you are not entitled to a restoration of your account (if your account is cancelled) or of the Member Content.

WEBSITE TERMS OF USE

www.letsdayout.com (the website) is a membership website venue bringing together Members and Suppliers. These Terms of Use incorporate all of the terms and conditions and policies on the website and you agree to them when you register to use the Website and each and every time you view and use the website or our services. Should you need any help please email us at hello@letsdayout.com.

43. Additional Definitions

(1) “Advertisers” means either any person or organisation who is advertising on the Website, including any “Pay Per click” users or any person or organisation who has entered into an agreement with us or who uses the Website in any similar way. Advertisers are subject to separate additional Terms and Conditions

(2) “Consumer” shall have the meaning ascribed in regulation 4 of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013;

(3) “Intellectual Property Rights” means any patent, trademark, service mark, registered design, copyright, design right, any contact or database rights, know-how, confidential information or process, any application for any of the above, and any other intellectual property rights recognised in any part of the world, whether or not presently existing or applied for, which are held by the owning party.

(4) “Membership Services” means the services we supply by introducing Members to respective Suppliers who will provide Supplier Services to you.

(5) “Membership Confirmation” means the email or other document which we send to you following your request to join/purchase membership services.

(6) “Supplier” means any person and/or organisation who we introduce to a Member and who agrees to provide their (supplier) services to that Member.

(7) “Supplier Services” means the services and/or products which are provided to the Member by a Supplier who is introduced to them by us.

(8) “Terms and Conditions“ means these Terms and Conditions which also incorporate all policies and other Terms and Conditions displayed on our website and will also include any special terms and conditions agreed in writing by us.

(9) “Upload onto the Website” means any submission or post, including any products or services for sale, in any format, including any post, content or anything whatsoever which subsequently appears and can be viewed on the Website. This includes taking part in any available feedback, review, discussion, forum etc.

(10) “User” or “you” means anyone using and/or visiting the Website for any purpose, including, but not limited to, Members and Suppliers.

(11) “We”, “Us”, means the organisation who owns this website and supplies membership services, LETSDAYOUT LTD, a Company registered in England and Wales, company registration number 11067647 whose Registered Office is at 7-8 Bloomsbury Square, London, WC1A 2LP. E-mail address vicky@letsdayout.com, Telephone 02032893688. We are not registered for VAT.

(12) “Website” means the Website and all contents at www.letsdayout.com

(13) “Working days” means any day from Monday to Friday inclusive, from 9am to 5pm, but excludes all public holidays in England and Wales.

44. Acceptance

(1) Your access to and use of the Website is subject to these Terms and Conditions. By using the website you will be deemed to have accepted these Terms and Conditions and everything they contain in addition to any applicable terms and conditions of business and policies on the website. If you do not accept these Terms and Conditions you must immediately stop using the Website.

(2) We reserve the right to update or amend these Terms and Conditions at any time and your continued use of the Website following any changes shall be deemed to be your acceptance of such change. It is therefore your responsibility to check the Terms and Conditions regularly for any changes.

45. Website Use

(1) Our website is a venue and facilitator bringing together Members and Suppliers who wish to purchase/supply services and/or products. Our role is to bring together Members and Suppliers to facilitate personalised experiences which members may then choose to purchase directly from the Supplier.

(2) Full use of this Website and contents of the Website will only be for members who are signed in and do not disable cookies. If you are not registered or disable cookies you may be able to view some of the Website, but may not be able to fully participate.

(3) Use of the Website is by licence only and you acknowledge and agree that all copyright, trademarks and all other Intellectual Property Rights in all materials and/or content made available as part of your use of this Website shall remain at all times vested in us or our licensors.

(4) In addition to all the other clauses, as a user you agree that you will solely be responsible for your use of the Website and that you will use the Website and services legally and only for the purposes for which they are intended to be used and will not misuse it in any way, and specifically, although not exclusively, you:

(a) will not reproduce the Website nor any content or part thereof, unless you have our explicit written permission.

(b) will not use any harmful component, including but not limited to, virus, worm, Trojan horse, time bomb or any such code that could destroy and/or contaminate.

(c) will abide by any laws applicable to this Agreement or the operation of it.

(d) will not use in particular any material or content we deem to be harmful, illegal or offensive; cause any infringement of intellectual rights and copyright; or use the services for illegal purposes such as fraud or in any other crime. However, all and any misuse is included.

(5) You confirm that you will not interfere or attempt to interfere with the proper working of the Website nor any activities conducted on it, nor any part of the content.

(6) You acknowledge that all uploads, whether posted publicly or transmitted privately, are the sole responsibility of the person or organisation from whom such upload content originated.

(7) The main role of the Website is as a venue/facilitator to allow people and organisations to upload onto the Website for other users to view, buy and sell products. We are not involved in any sale or transaction between any Member and Supplier. We therefore have no control over any product displayed or offered for sale or any monetary transaction. By using the Website you acknowledge this and agree that you use the Website entirely at your own risk.

(8) You are aware that when you agree to buy from or sell to other users or third parties that you are entering into a separate agreement with that person or organisation which has nothing to do with us and you must make yourself aware of the terms of any such agreement.

(9) (a) We are not responsible for any upload, and consequently products for sale. We do not check, control or endorse nor take responsibility for any upload and cannot guarantee the acceptability, safety, legality, accuracy, integrity or quality of any products for sale and have no liability for it you specifically acknowledge this. You understand that you can not assume that the offer, sale or purchase of any products on the Website is legal and valid.

(b) Reviews/feedback is merely another person’s or organisation’s opinion or point of view. Whilst you may wish to consider any feedback please bear in mind that it

(i) will not form part of any agreement which you may make with another user or third party, unless you explicitly agree to make the recommendations part of your agreement and

(ii) it does not form an endorsement, guarantee or warranty from us, particularly regarding, but not limited to the acceptability, safety, legality, accuracy, integrity or quality of any user or user’s products, and you specifically agree we have no liability in this regard.

(10) It is always your sole responsibility to meet all of your obligations to others when using the Website and to comply with any obligations when you buy and sell and enter into an agreement with another website user.

(11) If you find other users’ information to be inaccurate, deceptive, or in any way cause you concern then we encourage you to take this up with the user or advertiser involved.

(12) Use of any discount vouchers, codes, special offers, promotions or other “offers” which may be made available from time to time are subject to availability and only available at our sole discretion and subject to all conditions of compliance with such offer. Such offers cannot be exchanged for cash and each offer cannot be used in conjunction with any other offer. The rights to cancel, withdraw or change the Terms and Conditions of any such offer at any time are reserved.

(13) To the extent that the law allows, all implied warranties, conditions or other terms (whether implied by statute or otherwise) are excluded. Furthermore, you hold us absolutely free of all liability and responsibility for any actions or results or adverse situations created as a direct or indirect result of any specific uploaded data or information shown on the Website.

46. Supply of Website & Other Services

(1) Whilst we will use our reasonable endeavours to supply the Website by ensuring it is available on the internet, we shall not be responsible for any failure to provide the Website or any services, or for any unavailability. The Website is available on an “as is” and “when available” basis. We reserve the right, without any liability, to terminate the Website or alter the Website and its contents without prior notice.

(2) We cannot guarantee that the services will be uninterrupted, secure or error-free. Particularly, there are inherent problems in the use of the internet and we will not be responsible for any interruption, losses or consequences whatsoever, including any tampering or hacking, nor for any browser crashes which may result in data loss whilst using our services.

(3) In addition we make no warranty against electronic virus, worms or any other defect or problems which may occur in respect of any viewing or use of the Website. We will not be responsible for any loss or damage whatsoever caused resulting from a failure to provide or where a virus or defect occurs as a result of any email attachment or document we send to you.

(4) We make every effort to ensure that anything displayed on our Website, including any content, is displayed as accurately as possible but can not be responsible for variations. What you see (particularly in so far as colours and shapes are concerned) depends on your monitor and settings and we can not guarantee that this will be accurate.

(5) We reserve the right to suspend the services where necessary and particularly, but not exclusively, for repair, maintenance or improvement.

(6) (a) You may terminate use of the Website without giving us prior notice.

(b) However, you will still be responsible for fulfilling any obligations incurred whilst you were a registered user. This means that you must complete any purchase or fulfil any sale, as applicable to you and Members must pay any membership fees due during any cancellation/termination period (please refer to the Member terms & conditions), and Suppliers must pay any fees due to be paid to us.

47. Third Parties

The Website may include links etc to third parties, including those who also offer you products and services (e.g. payment services). When you click on any links you may be forwarded to websites relating to third parties. We do not recommend, endorse nor have any control or responsibility over the third parties or any such websites. You are aware that you will enter into a separate agreement which has nothing to do with us and you must make yourself aware of the terms of such agreement. You specifically confirm that we can not be held liable in this regard.

48. Uploading onto the Website, Feedback and Acceptable Use

48.1. All users specifically agree and confirm that:

(a) you are both expressly and solely liable for anything which you provide to us or upload onto the Website, or which you allow anyone to provide or upload on your behalf and will not abuse any such facility and will never use the Website in any way that could damage, disable, overburden or impair the Website or interfere with any other user’s use or enjoyment of the Website
(b) any upload or any data, information or documents which you upload or pass to us have been checked by you as being accurate in fact and content and that anything uploaded and/or provided to us does not breach any copyright, intellectual property or any rights of any third party, whatsoever in nature, and is not contrary to any law.
(c) you are the sole owner and holder of all rights in anything you provide to us or upload to the Website, or that you have the express permission of any other person or organisation who holds any rights whatsoever, to upload and use it in this way.
(d) You therefore specifically agree that we have no liability and furthermore you will indemnify us for any loss relating to any actual or alleged breach of this Clause

48.2. Users should only upload information, and this includes all feedback, which we deem acceptable onto the Website. Acceptable includes, but is not limited to, uploads which are fair, true and accurate and comply with all our policies. Uploads which are misleading, discriminatory or breach any law or other person’s or organisation’s rights are unacceptable. All users specifically agree that anything they upload (or allow to be uploaded using their account/details), including any feedback, onto the Website, in any form:

(a) will be honest, accurate, not misleading or false and will not amount to any fraud or misrepresentation and will not impersonate any person or entity for the purpose of misleading others.
(b) will not breach any copyright, intellectual property or the rights of any third party (including disclosing personal and/or confidential information) whatsoever in nature,
(c) will not be, nor possibly be perceived to be, threatening, defamatory, libellous, discriminatory (in any form), malicious, offensive, against public decency, nor abusive, offensive or obscene in either language or content nor incite such behaviour in others.
(d) will not otherwise harass or invade the privacy of any individual or organisation.
(e) will not contain any restricted or ‘password-only access’ page, or hidden pages or images (those not linked to or from another accessible page).
(f) will not be, nor be perceived to be, pornographic.
(g) will not do anything which reflects unfavourably on the goodwill and reputation of any of our Members, Suppliers or other users.
(h) will not distribute or disseminate products, material or information that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information or confidential information disclosed in the course of employment or under a confidentiality agreement).
(i) will not incite, promote or instruct as to any conduct as described above or which promotes any breach of these User Terms and Conditions or any law and which will not in any way be illegal or contrary to any law.

48.3 All users agree that they will not take any action nor fail to take action, as appropriate, that will in any way undermine any feedback system or sharing of reviews, experiences, opinions, statements, recommendations, and any information.

48.4 We do not tolerate unsolicited commercial communications, any junk mail, chain letters, unsolicited mail such as Spam or other such similar conduct, commercial or otherwise, and you confirm that you will not engage in any such activity. URLs are allowed providing the link is relevant, useful and necessary.

48.5 All users agree that any upload onto the Website that they make can be freely used, copied, published, translated and distributed in any medium and in any form including for advertising and promotional purposes, by us and any other person or organisation, without the user’s express permission and that it will not be subject to any copyright unless specifically marked as such by ©. Please also refer to clause 8 following.

48.6 All users understand that we reserve the right, where necessary, to inform the appropriate authorities (such as the police) if we deem any upload to breach any law or, as appropriate, our Terms and Conditions.

48.7 We always advise you to retain up to date copy/back-ups of any upload. It is not our responsibility to retain any back-up or copies and we cannot accept any responsibility whatsoever and will not be liable for any losses, claims or damages which may arise.

48.8 All users specifically agree that we have no liability with respect to this and furthermore you will indemnify us for any loss.

49. Uploading Onto The Website - Licence To Use

When you upload anything onto the Website, the original ownership rights remain but you do specifically agree that we have a non-exclusive, worldwide, and payment and royalty-free sub-licensable licence for the whole of any period to display the upload and to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, and otherwise use your upload or any part thereof as necessary solely for the purposes of displaying your upload and operating the Website. This Licence will be terminated when such content is entirely deleted from the Website. You also waive all moral rights you have in the content to the fullest extent permitted by law.

50. Our Intellectual Property

50.1. The Website and all the basic content (including text, images, marks or trademarks and logos) with the exception of any feedback experiences, opinions, statements, recommendations, data and information uploaded on the Website by individual users and advertisers, is subject to copyright which belongs to us. This means that users can simply use the Website, but this does not convey to you any rights of ownership, nor any rights to use or display the copyrighted information in any way. Likewise, there is no partnership, joint venture, agency, employment or any other form of relationship between any Website user and us.

50.2. Specifically, all users agree that you will solely be responsible for your use of the Website and without our express agreement in writing specifically for that user, they will not breach any copyright in so far as information, text, images, content, materials, and anything whatsoever supplied to you or available from us. This specifically means you will not, nor will you assist any other person or organisation, as to either all or any part of material, content or otherwise, to download, copy, assign, transmit, publish, display (including in any way publicly display), use, reproduce, distribute, modify, make derivative works of or create Internet “links”, frame, reverse engineer, to the Website or any part of it, without our express permission in writing, including use of our name and any copyrighted or trademarked content.

50.3. We do not claim ownership of anything you upload onto the Website. However, by doing so you are granting us a licence and please refer to Clause 8.

51. Liability Disclaimer

51.1. To the extent that the law allows, we will not be held responsible for any direct or indirect loss, incidental or consequential damage, or loss (economic or otherwise), any punitive or exemplary damages, any loss of reputation or goodwill or business opportunities or contact, or business interruption, however it arises, including out of negligence relating to or in any way connected to any use (unauthorised or otherwise), purchase or sale of products, errors, mistakes, accident, theft or fraud, destruction, or any part of the provision of the Website or these Terms and Conditions.

51.2. In the unlikely event that you have any right, claim or action against:

(a) us, then your claim will be limited to the sum of £100 or for Members, the amount equivalent to the value of one year’s membership
(b) any other user, Supplier or advertiser arising from that user’s/ Supplier’s/advertiser’s use of the Website, then you agree to pursue that right, claim or action independently of and without recourse to us. You specifically release us from all claims, liability, damages, losses, costs and expenses, including any legal fees, known and unknown, arising from or in any way connected with such right, claim or action and agree to completely indemnify us in respect of any such involvement.

52. Privacy & Data Protection

(1) Any data that we collect will be used and stored in accordance with current Data Protection legislation in England.

(2) Please specifically refer to our Privacy Policy which will explain our use of information including our use of cookies.

53. Indemnity

You specifically agree to completely indemnify us against all claims, liability, damages, losses, costs and expenses, including any legal fees, known and unknown, arising from or in any way connected with your breach of these Terms and Conditions or your use of the Website, including any upload submitted, posted or transmitted through the Website.

54. Queries, Complaints, Notices

54.1. Complaints about the Membership Services will be dealt with in accordance with our membership terms and condition. Complaints about Supplier Services and products should be addressed directly to the Supplier involved. Please also let us know if you are dissatisfied with a Supplier.

54.2. We aim to respond to any other complaints and queries within 7 working days.

54.3. We operate on a “notice and takedown” basis. If you have any complaints or objections to any Website upload, including any feedback, and/or content whatsoever, or if you believe that anything infringes any right you hold, please contact us immediately by email at hello@letsdayout.com, Once this procedure has been followed, we will use our reasonable endeavours to remove illegal or otherwise improper content within what we deem to be a reasonable time period.

54.4. If any complaint may amount to a breach by us, then you must allow us 30 days to remedy that breach.

54.5. Any Notices must be sent by email or to the address which appears above. We will use the last email or address which you provide to us. Unless the contrary is proved, Notices sent by e-mail will be deemed to be received on the day they were sent. Notices sent by post must be served using Royal Mail Special Delivery or other guarantee services and will be deemed to have been received on the date that Royal Mail obtains a record of receipt from or on behalf of the addressee.

54.6. Without limiting any other remedies, we may terminate, suspend or limit your use/registration/account at our absolute discretion, either with or without notice. This would occur particularly where we suspect that you have engaged or are about to engage in, or have been in any way involved in or linked to breaches of any of the Terms and Conditions.

54.7. We also reserve the right to cancel, take-down, delete or otherwise remove any advertisement or any upload, feedback, experiences, opinions, statements, recommendations, ratings, and information provided by other users or advertisers or any links to other websites or other information which is made available through the Website, without giving reason and in our absolute discretion.

54.8. If we do not act upon any breach immediately, you should not assume that we have waived any rights as to enforcability or to seek redress, unless we have expressly stated that in writing.