CREATOR TERMS

If your country of residence or establishment is within the European Economic Area (“EEA”), Switzerland or the United Kingdom, the Terms of Service for European Users apply to you.

If your country of residence or establishment is outside of the EEA, Switzerland, and the United Kingdom, the Terms of Service Non European Users apply to you.

To make things easier for you we have provided a summary of the terms in plain English at Column 2. Please note, these are for convenience only to help you better understand the legal terms. Column 2 is therefore not legally binding.

The legally binding terms are set out in Column 1. You should still read the Terms carefully and you should ask a lawyer if you are unsure of anything contained within the Terms.

If there is any conflict between the legal terms in Column 1 and the convenience summary provided in Column 2, the legal terms in Column 1 will take priority.

DISCLAIMER FOR EUROPEAN USERS

Column 1: Legal Term

Column 2: Convenience Summary

The Services
  1. These Terms of Service ("Terms") cover the provision to you of our software, platform and tools (together the “Platform”) and any related services which are provided by Easol to you (the Platform and such services being referred to as the “Services”)
  2. The Services will enable you to market and sell products and services online on your own branded ecommerce site (the “Site”) that is provided using our Platform.
  3. These terms set out the obligations that both Easol and you have in relation to the Services and your Site.
  4. We may update, modify or supplement these Terms from time to time. The current version of our Terms shall be available on our website.

These Terms are here to let you know how you can sell your services on your branded site (which is referred to as the Site) provided by Easol. Easol may update these Terms from time to time. The latest version will be on the Easol website. You should ensure you check the Site for updates to the Terms.

Sign up process
  1. You will be required to follow our sign up process and your application is subject to approval by Easol at our sole discretion. We will confirm to you once your application has been approved.

You must follow Easol’s sign up process. Easol will confirm approval.

Your Responsibilities
  1. Our ability to carry out the Services is dependent upon your full and timely cooperation as well as the accuracy and completeness of any information and data provided by you. You shall provide us with access to, and use of, all information (including descriptions, graphics and images), data and documentation (the “Content”) reasonably required by us to perform the Services.
  2. You shall be responsible for the accuracy and completeness of the information and materials on the Site. You shall be responsible for updating the Site.
  3. You shall be responsible for uploading and maintaining Content on the Site, including listing of all products and services and all related Content, including all images, descriptions, pricing, updates and corrections.
  4. You shall ensure that the information (including text, design and imagery) on the Site does not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing or in breach of any third party Intellectual Property Rights) (“Inappropriate Content”).

  5. You acknowledge that we have no control over any content placed on the Site and we are not responsible for monitoring the content of the Site. We reserve the right to remove content from the Site where we suspect, in our opinion, such content is Inappropriate Content.

  6. You shall indemnify us against all damages, losses and expenses arising out of or in connection with any action or claim relating to the Content or any other information contained on your Site, including (without limitation) any Inappropriate Content.

You must provide Easol with Content necessary to perform the Services. You are responsible for maintaining and updating the Site, and ensuring all Content is accurate and appropriate. Easol has no control over the Content, but can remove any Inappropriate Content. You will be responsible for paying Easol any losses it suffers relating to the Content or any Inappropriate Content.

Your eCommerce and Sales
  1. We acknowledge that you may use the Site for certain sales and ecommerce activities (namely selling experiences and holidays) or any other products or services. We have no responsibility for any products, services or sales made on the Site. All sales are made by you and all contractual relationships are between you and the customer. We have no contractual relationship or liability to your customers.
  2. Your activities on the Site shall be in compliance with all laws, regulations and industry standards in any jurisdiction that you make sales. You shall be responsible for the following:
    • Ensuring that customers are provided with the services or products that you sell;
    • Maintaining appropriate customer services and having sufficient resources to deal with customer queries, complaints, refunds and cancellations;
    • Making sure that your Site has suitable customer terms and policies required by applicable law and regulations;
    • Compliance with any industry specific regulation or guidance applicable for the service or product that you are selling or advertising;
    • Ensuring your Site complies with all other applicable consumer law (including applicable privacy and data security laws); and
    • Payment of taxes (including all sales taxes).
  3. Restriction. You agree not to sell or advertise any products or services which in our sole opinion are fraudulent, counterfeit, stolen, abusive, infringes our or a third party’s intellectual property, is adverse to our reputation, prohibited or fails to comply with any applicable laws. If we find that you are advertising or selling such products or services, we shall, without having to give notice to you and at our sole discretion, suspend Services to you and disable your Site.
  4. You shall indemnify us against all damages, losses and expenses arising out of or in connection with any action or claim (i) in respect of any product or service sold on the Site or content displayed on the Site; (ii) in respect of any failure to comply with any applicable laws, regulations or industry guidance; (iii) in respect of any failure to comply with any other part of these Terms; (iv) by any payment service processor or provider (or similar third party managing payments on the Site) as a result of any act or omission of you or your customer or affiliates (including connection with a payment or transaction relating to your Site or Services.)

You can use the Site for sales.

We give you flexibility on your use of the Site – you have control on managing the Site. It is also up to you to manage the relationships with customers and sales to customers.

If there is any fraud, abusiveness or infringement of intellectual property (known as “IP”) on your Site, Easol can stop Services or disable the Site without notice to you.

The activities on the Site will need to be carried out appropriately and in compliance with laws & regulations (including those which relate to the travel industry and consumer protection laws). You will need to make sure you have sufficient resources to run the Site.

If you have not complied with the laws and obligations you have to, and Easol suffers a loss, you will have to pay for the losses suffered by Easol in respect of the Site. This includes any loss we suffer as a result of a claim from a third party payment processor due to you or your customers’ activities.

Charges and Payment
  1. In consideration for the Services, you will pay the charges set out in our standard published price list or otherwise agreed with you in your account dashboard (the “Fees”).
  2. If we have not received payment within 5 days after the date payment was expected, and without prejudice to any other rights and remedies of Easol:
    • we may terminate the Service or we may disable your account and access to all or part of the Services or Site. Easol shall be under no obligation to provide any or all of the Services or the availability of the Site while the invoice(s) concerned remain unpaid; and
    • interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
  3. All amounts and Fees payable by you stated or referred to in this agreement:
    • shall be payable in the currency selected on the Site.
    • are non-cancellable and non-refundable, irrespective of any cancellation by or refund to your customers;
    • are exclusive of value added tax, which shall be added by Easol at the appropriate rate; and
    • shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
  4. The Fees shall accrue on the initial sale from the Site. If there is any cancellation or any refund is made to a customer, in each case for any reason, such cancellation or refund shall not affect Easol’s Fees that has accrued on such transaction.

The Fees are set out in Easol’s price list.

The Fees are payable in the currency selected are non-cancellable and non-refundable; exclusive of VAT and; payable in full.

If you do not pay Easol within 5 days of the expected date, Easol may terminate the Service or disable the Site, and interest will accrue.

Any cancellation by or refund to a customer shall not affect the Fees due to Easol.

Provision of Easol’s Platform for Your Sales
  1. As part of the Services, we will provide a platform (usually integrated into your Site) which will enable us as your agent to collect payments related to your products and services provided by you to your customers (which may integrate an appropriately regulated third party payment processor). Easol will act as your agent and any payment received by us from the customer on your behalf will discharge the customer’s obligations to make payment to you. Our elationship with any third party payment processor is governed by its terms and conditions. The actions of the third party payment processors are beyond our control and we shall not be liable to you for any of their actions (including any losses that you, your affiliates or your customers suffer as a result as any act or omission of such third party). While we ill try to provide advance notice, you agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, restrict or disable access to or remove from the Services, any payment processor, without any liability to you or your customers, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses (except where prohibited by applicable law). The third party payment processors may provide invoices for any transaction fees associated with transactions (including refunds) that you will be liable for.
  2. You agree to us deducting and setting off our Fees and all other amounts due to us from any amounts paid by your customers on the Site or our Platform. If you have to issue a refund, such refund shall not affect the fees due or paid to Easol by you. The balance of any amounts we hold on your behalf will be paid to you in accordance with the timeframes we have agreed with you, but we will not be responsible for any delays or transfer failures due to any third parties.
  3. If at any time there is a negative balance on the account, Easol reserve the right to deduct any outstanding sums from the credit card provided by you or otherwise set off from any other balance of yours or owing to you held by Easol or otherwise recovered through direct debit or invoiced to you to clear the negative balance without any further consent from you.
  4. If Easol incurs any credit card recharges (or similar fees) as a result of receiving payments from your customers and making refunds to your customers, such costs will be for your account and payable by you to Easol and you agree to fully indemnify Easol for such amount.
  5. For any currency conversions, Easol shall add its standard exchange rate fee from time to time in place, as amended by Easol from time to time without notice. This shall be added to the price being paid by the customer for the product or service.
  6. You agree to inform your customers of the following before they make any purchases from your Site to: (i) accurately communicate, and not misrepresent, the nature of the sale that you are making on the Site, and the amount of your fees and charges (including in the appropriate currency); (ii) provide a receipt that accurately describes each transaction to customers; (iii) provide customers a meaningful way to contact you in the event that the product or service is not provided as described; and (iv) not use Services to sell products or services in a manner that is unfair or deceptive, exposes customers to unreasonable risks, or does not disclose material terms of a purchase in advance.

Easol will collect payment from customers on your behalf.

Easol are not responsible to you for the actions of the third party payment service provider. Easol may restrict, stop or remove access to the Services of any third party payment service provider.

You are responsible for any transaction fees, and for any recharges arising from receiving payments or making refunds.

Easol will take from the payment any Fee or amounts due by you. If there is a negative balance, Easol can take such amounts from your credit card, set-off from any other balance, or otherwise recover through direct debit or invoice without your consent.

For currency conversions, Easol will add its exchange rate fee to the price paid by the customer.

You agree to make certain information clear to your customers before they make payments including giving clear descriptions of the services that you are selling (and not misleading customers) and sending customers receipts.

Intellectual Property
  1. For the purpose of these Terms, “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade secrets, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  2. All of the Intellectual Property Rights in the Content is your property. When you provide Content to the Site or provide such Content to us for us to carry out any of the Services, you grant us (and any of our sub-contractors or third party providers working on our behalf) a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, create derivative works of, communicate, publish, publicly display, publicly perform and distribute the Content on the Site and to perform the Services and to comply with any of our legal obligations.
  3. You shall indemnify us against all damages, losses and expenses arising as a result of any action or claim that the Content infringes the Intellectual Property Rights of a third party.
  4. Any Intellectual Property Rights in the Services and Site (other than the Content you have provided) is Easol’ property. Subject to you paying the applicable Fees and all other amounts due to Easol, we grant you a non-exclusive license of such Intellectual Property Rights for the purpose of operating the Site.
  5. We shall indemnify you against all damages, losses and expenses arising as a result of any action or claim that the Site (excluding the Content) infringes the Intellectual Property Rights of a third party.
  6. The indemnities above are subject to the following conditions:
    • the indemnified party promptly notifies the indemnifier in writing of the claim;
    • the indemnified party makes no admissions or settlements without the indemnifier's prior written consent;
    • the indemnified party gives the indemnifier all information and assistance that the indemnifier may reasonably require; and
    • the indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim.

You own the IP in the Content on your Site. You allow Easol to use this to provide the Site.

All other IP in the Services and Site belongs to Easol. You have a non-exclusive license to use the IP to operate the Site.

Each party (which means you or Easol, as applicable) must pay for the losses suffered by the other party if their IP respectively infringes the IP of another party.

Confidentiality

For the purposes of this clause, “group” means, in relation to a party, that party, its parent, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
  1. Each party undertakes that it shall not at any time during the course of the agreement and after the Site ceases to be used or the Services provided, disclose to any person any Confidential Information (defined hereafter) concerning the business, affairs, customers, clients of the other party or any member of the group to which the other party belongs, except as permitted by this clause or with the written agreement of the other party. For the purposes of this clause, “Confidential Information” means any non-public information disclosed by either party to the other party, either directly or indirectly, in writing, or orally that is designed as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information will not, however, include any information that (1) was publicly known and made generally available in the public domain prior to the time of disclosing by the disclosing party; (2) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (3) is already in the possession of the receiving party at the time of disclosure by the disclosing party; (4) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (5) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (6) required by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.
  2. Each party may disclose the other party’s Confidential Information:
    • to its employees, officers, representatives, sub-contractors, members of its group, or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Terms. Each party shall ensure that its employees, officers, representatives, sub-contractors or advisers to whom it discloses the other party’s Confidential Information comply with this clause; and
    • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  3. Neither party shall use any other party’s Confidential Information for any purpose other than to perform its obligations under the Terms.

Each party (which means you or Easol as applicable) agrees to use the Confidential Information of the other only to perform the obligations in these Terms of Service.

These confidentiality provisions apply for the term of the agreement, and even after you stop using the Site or Services.

Data Protection
  1. For the purpose of these Terms:
    • “Agreed Purposes” means all uses relating to or in connection with (i) the provision of software systems and services allowing event and experience companies, tour operators and holiday/travel agencies to market effectively to, and communicate with, their customers; (ii) advertising and marketing to customers and offering products and services; (iii) providing after-sales support and services.
    • “Controller”, “processor”, “data subject”, “personal data”, “personal data breach”, “processing” and “appropriate technical and organisational measures” have the meaning given in the UK Data Protection Legislation in force at the time.
    • “Data Discloser” means a party that discloses Shared Personal Data to the other party.
    • “UK Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
    • “Data Protection Legislation” means the UK Data Protection Legislation and any other applicable European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time in any relevant jurisdiction which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
    • ““Permitted Recipients” means the parties to this agreement, the employees of each party, any third parties engaged to perform obligations in connection with this agreement.
    • “Shared Personal Data” means the personal data obtained by the parties pursuant to the Site and the Services including (without limitation) the following categories of information relevant to a data subject:
      • names and contact details;
      • payment and address details;
      • marketing preferences;
      • browser or device information; and
      • information about use of the Site.
  2. Effect of non-compliance with UK Data Protection Legislation.

    Each party shall comply with all the obligations imposed on a controller under the UK Data Protection Legislation, and any material breach of the UK Data Protection Legislation by one party shall, if not remedied give grounds to the other party to terminate this agreement with immediate effect
  3. Particular obligations relating to data sharing. Each party shall:
    • ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
    • give full information to any data subject whose personal data may be processed under this agreement of the nature such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
    • process the Shared Personal Data only for the Agreed Purposes;
    • not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
    • ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;
    • ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;
    • not transfer any personal data received from the Data Discloser outside the EEA unless the transferor:
  4. complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and
  5. . ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 of the GDPR; or (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) Binding corporate rules are in place or (iv) one of the derogations for specific situations in Article 49 GDPR applies to the transfer
  6. Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
    • consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
    • promptly inform the other party about the receipt of any data subject access request;
    • provide the other party with reasonable assistance in complying with any data subject access request;
    • not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;
    • assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the UK Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;
    • notify the other party without undue delay on becoming aware of any breach of the UK Data Protection Legislation;
    • at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the personal data;
    • use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
    • maintain complete and accurate records and information to demonstrate its compliance with this clause; and
    • provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the UK Data Protection Legislation.
  7. Indemnity Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it. The liability of Easol under this clause shall be subject to the limits set out in these terms (including in the section labelled “Liability” below).

These provisions are about data protection and how personal data (including from customers) is managed by the parties. The “parties” means you and Easol. The relevant law is the UK legislation that governs data protection. The only reason for sharing data is for the marketing, communication, advertising and after-sales support to customers for the goods and services. The only parties allowed to receive the data are Easol and its employees, you and your employees, and any third party to the agreement. Any material breach of UK data protection legislation, if not cured, gives grounds to terminate immediately . The parties have obligations and rights in relation to transferring data. This includes –
  • Having the proper notices and consents in place.
  • Giving full information to any data subject whose personal data might be processed.
  • Not disclosing or allowing access to personal data (other than in accordance with these Terms).
  • Making sure that you have technical and organisational measures approved by the other party to protect personal data.
A party in breach must pay for the losses suffered by the other party. Easol’s liability is subject to the limit set out at 11 below. Your use and collection of personal information is governed by Easol’s Privacy Policy. These terms are obviously required to ensure we are following minimum legal requirements. However, you can be rest assured that we will do our best to keep your data secure. In particular, we totally understand that your customer data is commercially sensitive and important to you and we will ensure that in relation to this customer data:
  • it is not passed on to any third parties without your knowledge;
  • we will only use this data to provide our service to you; and
  • we will not use this data to market our own services or to market any third party services without your knowledge

Warranties
  1. Each of the parties warrants to the other that it has full power and authority to enter into these Terms and carry out the obligations set out within
  2. Each of the parties warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms and the operation of the Site
  3. The Easol Services are provided to you on an “as is” basis. We do not warrant that the Services or the Site will be uninterrupted or error free. We shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. We shall not be responsible for any acts or omissions of any third parties, including any of our sub-contractors.

Easol can’t promise that the Service will always be free from errors or be uninterrupted, and it is not responsible for delays or delivery failures. The Service provided by Easol is “as is”.

Easol is not responsible for acts or omissions of third parties.

Limitation of Liability
  1. You will be required to follow our sign up process and your application is subject to approval by Easol at our discretion. We will confirm to you once your application has been approved.
  2. These Terms set out the full extent of our obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into these Terms or any collateral contract (whether by statute or otherwise) are hereby expressly excluded to the fullest extent permitted by applicable law
  3. Nothing in this agreement excludes the liability of Easol:
    • for death or personal injury caused by Easol’s negligence; or
    • for fraud or fraudulent misrepresentation.
  4. Subject to the sub-clause immediately above:
    • Easol shall not be liable whether in tort (including for breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms (including any loss of revenue suffered by you if the Site is unavailable); and
    • Easol’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the fees that Easol has received from the you during the 12 months immediately preceding the date on which the claim arose.

Easol’s liability is limited for errors or omissions in Content, information or instructions provided by you, for any modifications you make to the Site, or for actions taken by Easol on your instructions. This means that in some circumstances you may not be able to recover all losses you suffer from Easol There are certain exceptions to the limitations, including for death, personal injury, fraud or fraudulent misrepresentation. Some consequential or indirect damages are expressly excluded Easol has a maximum liability, up to the Fees it has received from you during the 12 months immediately preceding the date on which the claim arose.

Termination
  1. Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving written notice to the other party if:
    • the other party commits a material breach of any Term where such breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
    • the other party takes any step or action in connection with its entering bankruptcy, insolvency, administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
    • the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
  2. Without affecting any other right or remedy available to it, Easol may terminate these Terms with immediate effect if:
    • you fail to pay any amount due to Easol within 5 (five) days;
    • your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under this agreement has been placed in jeopardy; or
    • you undergo a change of control. For the purposes of this clause “change of control means” change of the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled “change of control” shall be construed accordingly.
  3. On termination of the Terms for whatever reason:
    • you shall pay to us any and all outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, Easol may submit an invoice, which shall be payable immediately on receipt;
    • any provision of the Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Terms shall remain in full force and effect;
    • you shall continue to provide any services or deliver any products in relation to customer orders on the Site that you accepted prior to the date of termination; and
    • termination or expiry of the Terms shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Terms which existed at or before the date of termination or expiry.

Both parties have certain contractual termination rights, including for a material breach of the agreement and financial difficulties (for instance, insolvency).

Easol may terminate immediately if you fail to pay amounts due within 5 days; if your financial position declines to the extent that you cannot fulfil your obligations or; if you undergo a change of control –i.e. if you are a company and your ownership changes. You must pay any outstanding invoices and Fees to Easol, and you must provide any services or products accepted before termination. Certain provisions will remain in force after termination, and termination will not affect rights, remedies, obligations or liabilities that have accumulated before.

Force Majeure

Easol shall have no liability to you under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Easol or any other party), failure of a utility service or transport or telecommunications network, Act of God, war, riot, civil commotion, malicious damage, threat of the spread of any illness or disease or any epidemic or pandemic, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Easol or sub-contractors, provided that you are notified of such an event and its expected duration.

Easol is not liable where it is prevented from performing obligations by events outside its control.

Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

If a party chooses not to enforce any of these provisions at any time, it does not mean that they give up that right later.

Rights and Remedies

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

These rights are alongside rights available to the parties under general law.

Severance
  1. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but shall not affect the validity and enforceability of the rest of these Terms.
  2. If any provision or part-provision of these Terms is deemed deleted under the sub-clause immediately above the parties shall negotiate in good faith to agree on a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

The agreement is still enforceable even if one of its terms is found to be illegal, invalid or unenforceable.

Entire Agreement
  1. These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
  2. Each party acknowledges that in entering into the agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
  3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
  4. Nothing in this clause shall limit or exclude any liability for fraud.

These Terms of Service make up the agreement that applies to you. Any previous agreements between you and Easol do not apply if they conflict with these terms.

Assignment
  1. You shall not without our prior written consent assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
  2. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

You cannot assign or transfer this contract without the written consent of Easol.

Third Party Rights

You acknowledge that these Terms do not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third parties) Act 1999 or otherwise.

Only you have any rights under these Terms of Service. There are no third party rights.

Notices

Any notice or other communication given to a party under or in connection with these Terms shall be in writing and sent by email, in the case of Easol to and for you to the email address that is associated with your account.

Notices to or from you must be sent by email.

Governing Law

These Terms will be interpreted in accordance with the laws of California without regard to the conflict of law rules that would require the application of different laws. All disputes hereunder shall be resolved  solely in the applicable state or federal courts of California.

California law governs the agreement and the relevant courts if there is a dispute will be those in US.

DISCLAIMER FOR NON-EUROPEAN USERS

Easol LLC, a Delaware corporation (“Easol”, “we” or “us”), is providing the Services, defined herein, to you subject to these Terms of Service (the “Terms”). By accepting these Terms, you agree to comply with the Terms as set forth below, as may be amended from time to time, and these Terms form the basis of the contract between us.

Column 1: Legal Term

Column 2: Convenience Summary

The Services
  1. These Terms cover the provision to you of our software, platform and tools (together the “Platform”) and any related services which are provided by Easol to you (the Platform and such services being referred to as the “Services”).
  2. The Services will enable you to market and sell products and services online on your own branded ecommerce site (the “Site”) that is provided using our Platform.
  3. These terms set out the obligations that both Easol and you have in relation to the Services and your Site.
  4. We may update, modify or supplement these Terms from time to time. The current version of our Terms shall be available on our website easol.com, and we encourage you to visit the website often and review these Terms and any updates. Unless explicitly stated otherwise, any new features that we may add to the Services will also be subject to these Terms, and any other special terms of service for such new feature will be provided when the new feature is added. Furthermore, you agree that we may amend, supplement or replace these Terms or any part of it (including the Privacy Policy, defined below) at any time (a “Change”). You agree that your continued use of the Services after the implementation of any Change will constitute your acceptance of these Terms.

These Terms are here to let you know how you can sell your services on your branded site (which is referred to as the Site) provided by Easol.

Easol may update these Terms from time to time. The latest version will be on the Easol website. You should ensure you check the Site for updates to the Terms.

Sign up process
  1. You will be required to follow our sign up process and your application is subject to approval by Easol at our discretion. We will confirm to you once your application has been approved.

You must follow Easol’s sign up process. Easol will confirm approval.

Your Responsibilities
  1. Our ability to carry out the Services is dependent upon your full and timely cooperation as well as the accuracy and completeness of any information and data provided by you. You shall provide us with access to, and use of, all information (including descriptions, graphics and images), data and documentation (the “Content”) reasonably required by us to perform the Services.
  2. You shall be responsible for the accuracy and completeness of the information and materials on the Site. You shall be responsible for updating the Site.
  3. You shall be responsible for uploading and maintaining Content on the Site, including listing of all products and services and all related Content, including all images, descriptions, pricing, updates and corrections.
  4. You shall ensure that the information (including text, design and imagery) on the Site does not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing or in breach of any third party Intellectual Property Rights) (“Inappropriate Content”).

  5. You acknowledge that we have no control over any content placed on the Site and we are not responsible for monitoring the content of the Site. We reserve the right to remove content from the Site where we suspect, in our opinion, such content is Inappropriate Content.

  6. You shall indemnify us against all damages, losses and expenses arising out of or in connection with any action or claim relating to the Content or any other information contained on your Site, including (without limitation) any Inappropriate Content.

You must provide Easol with Content necessary to perform the Services. You are responsible for maintaining and updating the Site, and ensuring all Content is accurate and appropriate. Easol has no control over the Content, but can remove any Inappropriate Content. You will be responsible for paying Easol any losses it suffers relating to the Content or any Inappropriate Content.

Your eCommerce and Sales
  1. We acknowledge that you may use the Site for certain sales and ecommerce activities (namely selling experiences and holidays) or any other products or services. We have no responsibility for any products, services or sales made on the Site. All sales are made by you and all contractual relationships are between you and the customer. We have no contractual relationship or liability to your customers.
  2. Your activities on the Site shall be in compliance with all laws, regulations and industry standards in any jurisdiction that you make sales. You shall be responsible for the following:
    • ensuring that customers are provided with the services or products that you sell;
    • maintaining appropriate customer services and having sufficient resources to deal with customer queries, complaints, refunds and cancellations;
    • making sure that your Site has suitable customer terms and policies required by applicable law and regulations;
    • to the extent applicable, compliance with The Package Travel and Linked Travel Arrangements Regulations 2018 (or similar regulations). Including all information to be provided to consumers under the regulations, provision of customer services, refunds and security (insolvency protection);
    • compliance with any industry specific regulation or guidance applicable for the service or product that you are selling or advertising;
    • ensuring your Site complies with all other applicable consumer laws; and
    • payment of taxes (including all sales taxes and VAT)
  3. Restriction. You agree not to sell or advertise any products or services which in our opinion are fraudulent, counterfeit, stolen, abusive, infringes our or a third party’s intellectual property, is adverse to our reputation, prohibited or fails to comply with any applicable laws. If we find that you are advertising or selling such products or services we shall without having to give notice to you and at our discretion suspend Services to you and disable your Site.
  4. You shall indemnify us against all damages, losses and expenses arising out of or in connection with any action or claim (i) in respect of any product or service sold on the Site or content displayed on the Site; (ii) in respect of any failure to comply with any applicable laws, regulations or industry guidance; (iii) in respect of any failure to comply with any other part of these Terms; (iv) by any payment service processor or provider (or similar third party managing payments on the Site) as a result of any act or omission of you or your customer or affiliates (including connection with a payment or transaction relating to your Site or Services.)

You can use the Site for sales.We give you flexibility on your use of the Site – you have control on managing the Site. It is also up to you to manage the relationships with customers and sales to customers.

If there is any fraud, abusiveness or infringement of intellectual property (known as “IP”) on your Site, Easol can stop Services or disable the Site without notice to you.

The activities on the Site will need to be carried out appropriately and in compliance with laws & regulations (including those which relate to the travel industry and consumer protection laws). You will need to make sure you have sufficient resources to run the Site.

If you have not complied with the laws and obligations you have to, and Easol suffers a loss, you will have to pay for the losses suffered by Easol in respect of the Site. This includes any loss we suffer as a result of a claim from a third party payment processor due to you or your customers’ activities.

Charges and Payment
  1. In consideration for the Services, you will pay the charges set out in our standard published price list or otherwise agreed with you in your account dashboard (the “Fees”).
  2. If we have not received payment within 5 days after the date payment was expected, and without prejudice to any other rights and remedies of Easol:
    • we may terminate the Service or we may disable your account and access to all or part of the Services or Site. Easol shall be under no obligation to provide any or all of the Services or the availability of the Site while the invoice(s) concerned remain unpaid; and
    • interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
  3. All amounts and Fees payable by you stated or referred to in this agreement:
    • shall be payable in the currency selected on the Site.
    • are non-cancellable and non-refundable, irrespective of any cancellation by or refund to your customers;
    • are exclusive of value added tax, which shall be added by Easol at the appropriate rate; and
    • shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
  4. The Fees shall accrue on the initial sale from the Site. If there is any cancellation or any refund is made to a customer, in each case for any reason, such cancellation or refund shall not affect Easol’s Fees that has accrued on such transaction.

The Fees are set out in Easol’s price list.

The Fees are payable in the currency selected are non-cancellable and non-refundable; exclusive of VAT and; payable in full.

If you do not pay Easol within 5 days of the expected date, Easol may terminate the Service or disable the Site, and interest will accrue.

Any cancellation by or refund to a customer shall not affect the Fees due to Easol.

Provision of Easol’s Platform for Your Sales
  1. As part of the Services, we will provide a platform (usually integrated into your Site) which will enable us as your agent to collect payments related to your products and services provided by you to your customers (which may integrate an appropriately regulated third party payment processor) Easol will act as your agent and any payment received by us from the customer on your behalf will discharge the customer’s obligations to make payment to you. Our relationship with any third party payment processor is governed by its terms and conditions. The actions of the third party payment processors are beyond our control and we shall not be liable to you for any of their actions (including any losses that you, your affiliates or your customers suffer as a result as any act or omission of such third party). While we will try to provide advance notice, you agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, restrict or disable access to or remove from the Services, any payment processor, without any liability to you or your customers, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses (except where prohibited by applicable law). The third party payment processors may provide invoices for any transaction fees associated with transactions (including refunds) that you will be liable for.
  2. You agree to us deducting and setting off our Fees and all other amounts due to us from any amounts paid by your customers on the platform. If you have to issue a refund such refund shall not affect the Fees due or paid to Easol by you. The balance of any amounts we hold on your behalf will be paid to you in accordance with the timeframes we have agreed with you, but we will not be responsible for any delays or transfer failures due to any third parties.
  3. If at any time there is a negative balance on the account, Easol reserve the right to deduct any outstanding sums from the credit card provided or otherwise set off from any other balance held by Easol or otherwise recovered through direct debit or invoiced to you to clear the negative balance without any further consent from you.
  4. If Easol incurs any credit card recharges (or similar fees) as a result of receiving payments from your customers and making refunds to your customers, such costs will be for your account and payable by you to Easol and you agree to fully indemnify Easol for such amount.
  5. For any currency conversions, Easol shall add its standard exchange rate fee from time to time in place, as amended by Easol from time to time. This shall be added on to the price being paid by the customer for the product or service.

  6. You agree to inform your customers of the following before they make any purchases from your Site to: (i) accurately communicate, and not misrepresent, the nature of the sale that you are making on the Site, and the amount of your fees and charges (including in the appropriate currency); (ii) provide a receipt that accurately describes each transaction to customers; (iii) provide customers a meaningful way to contact you in the event that the product or service is not provided as described; and (iv) not use Services to sell products or services in a manner that is unfair or deceptive, exposes customers to unreasonable risks, or does not disclose material terms of a purchase in advance.

Easol will collect payment from customers on your behalf.

Easol are not responsible to you for the actions of the third party payee.

Easol may restrict, stop or remove access to the Services of any third party payee.

You are responsible for any transaction fees, and for any recharges arising from receiving payments or making refunds.

Easol will take from the payment any Fee or amounts due by you. If there is a negative balance, Easol can take such amounts from your credit card, set-off from any other balance, or otherwise recover through direct debit or invoice without your consent.

For currency conversions, Easol will add its exchange rate fee to the price paid by the customer.

You agree to make certain information clear to your customers before they make payments including giving clear descriptions of the services that you are selling (and not misleading customers) and sending customers receipts.

Intellectual Property
  1. For the purpose of these Terms, “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  2. All of the Intellectual Property Rights in the Content is your property. When you provide Content to the Site or provide such Content to us for us to carry out any of the Services, you grant us (and any of our sub-contractors or third party providers working on our behalf) a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, create derivative works of, communicate, publish, publicly display, publicly perform and distribute the Content on the Site and to perform the Services and to comply with any of our legal obligations.
  3. You shall indemnify us against all damages, losses and expenses arising as a result of any action or claim that the Content infringes the Intellectual Property Rights of a third party.
  4. Any Intellectual Property Rights in the Services and Site (other than the Content you have provided) is Easol’s property. Subject to you paying the applicable Fees and all other amounts due to Easol, we grant you a non exclusive license of such Intellectual Property rights for the purpose of operating the Site.
  5. We shall indemnify you against all damages, losses and expenses arising as a result of any action or claim that the Site (excluding the Content) infringes the Intellectual Property Rights of a third party.
  6. The indemnities above are subject to the following conditions:
    • the indemnified party promptly notifies the indemnifier in writing of the claim;
    • the indemnified party makes no admissions or settlements without the indemnifier's prior written consent;
    • the indemnified party gives the indemnifier all information and assistance that the indemnifier may reasonably require; and
    • the indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim.

You own the IP in the Content on your Site. You allow Easol to use this to provide the Site.

All other IP in the Services and Site belongs to Easol. You have a non-exclusive license to use the IP to operate the Site.

Each party (which means you or Easol, as applicable) must pay for the losses suffered by the other party if their IP respectively infringes the IP of another party.

Confidentiality

For the purposes of this clause, “group” means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
  1. Each party undertakes that it shall not at any time during the course of the agreement and after the Site ceases to be used or the Services provided, disclose to any person any confidential information concerning the business, affairs, customers, clients of the other party or any member of the group to which the other party belongs, except as permitted by this clause or with the written agreement of the other party.
  2. Each party may disclose the other party’s confidential information:
    • to its employees, officers, representatives, sub-contractors, members of its group, or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Terms. Each party shall ensure that its employees, officers, representatives, sub-contractors or advisers to whom it discloses the other party’s confidential information comply with this clause; and
    • as may be required by law, a court of competent jurisdiction or anygovernmental or regulatory authority
  3. Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Terms.

Each party (which means you or Easol as applicable) agrees to use the Confidential Information of the other only to perform the obligations in these Terms of Service.

These confidentiality provisions apply for the term of the agreement, and even after you stop using the Site or Services.

Data Protection
  1. For the purpose of these Terms:
    • “Agreed Purposes” means all uses relating to or in connection with (i) the provision of software systems and services allowing event and experience companies, tour operators and holiday/travel agencies to market effectively to, and communicate with, their customers; (ii) advertising and marketing to customers and offering products and services; (iii) providing after-sales support and services.
    • “Controller”, “processor”, “data subject”, “personal data”, “personal data breach”, “processing” and “appropriate technical and organisational measures” have the meaning given in the UK Data Protection Legislation in force at the time.
    • “Data Discloser” means a party that discloses Shared Personal Data to the other party.
    • “UK Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
    • “Data Protection Legislation” means the UK Data Protection Legislation and any other applicable European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time in any relevant jurisdiction which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
    • ““Permitted Recipients” means the parties to this agreement, the employees of each party, any third parties engaged to perform obligations in connection with this agreement.
    • “Shared Personal Data” means the personal data obtained by the parties pursuant to the Site and the Services including (without limitation) the following categories of information relevant to a data subject:
      • names and contact details;
      • payment and address details;
      • marketing preferences;
      • browser or device information; and
      • information about use of the Site.
  2. Effect of non-compliance with UK Data Protection Legislation.

    Each party shall comply with all the obligations imposed on a controller under the UK Data Protection Legislation, and any material breach of the UK Data Protection Legislation by one party shall, if not remedied give grounds to the other party to terminate this agreement with immediate effect
  3. Particular obligations relating to data sharing. Each party shall:
    • ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
    • give full information to any data subject whose personal data may be processed under this agreement of the nature such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
    • process the Shared Personal Data only for the Agreed Purposes;
    • not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
    • ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;
    • ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;
    • not transfer any personal data received from the Data Discloser outside the EEA unless the transferor:
  4. complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and
  5. . ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 of the GDPR; or (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) Binding corporate rules are in place or (iv) one of the derogations for specific situations in Article 49 GDPR applies to the transfer
  6. Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
    • consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
    • promptly inform the other party about the receipt of any data subject access request;
    • provide the other party with reasonable assistance in complying with any data subject access request;
    • not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;
    • assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the UK Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;
    • notify the other party without undue delay on becoming aware of any breach of the UK Data Protection Legislation;
    • at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the personal data;
    • use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
    • maintain complete and accurate records and information to demonstrate its compliance with this clause; and
    • provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the UK Data Protection Legislation.
  7. Indemnity Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it. The liability of Easol under this clause shall be subject to the limits set out in these terms (including in the section labelled “Liability” below).

These provisions are about data protection and how personal data (including from customers) is managed by the parties. The “parties” means you and Easol. The relevant law is the UK legislation that governs data protection. The only reason for sharing data is for the marketing, communication, advertising and after-sales support to customers for the goods and services. The only parties allowed to receive the data are Easol and its employees, you and your employees, and any third party to the agreement. Any material breach of UK data protection legislation, if not cured, gives grounds to terminate immediately . The parties have obligations and rights in relation to transferring data. This includes –
  • Having the proper notices and consents in place.
  • Giving full information to any data subject whose personal data might be processed.
  • Not disclosing or allowing access to personal data (other than in accordance with these Terms).
  • Making sure that you have technical and organisational measures approved by the other party to protect personal data.
A party in breach must pay for the losses suffered by the other party. Easol’s liability is subject to the limit set out at 11 below. Your use and collection of personal information is governed by Easol’s Privacy Policy. These terms are obviously required to ensure we are following minimum legal requirements. However, you can be rest assured that we will do our best to keep your data secure. In particular, we totally understand that your customer data is commercially sensitive and important to you and we will ensure that in relation to this customer data:
  • it is not passed on to any third parties without your knowledge;
  • we will only use this data to provide our service to you; and
  • we will not use this data to market our own services or to market any third party services without your knowledge

Warranties
  1. Each of the parties warrants to the other that it has full power and authority to enter into these Terms and carry out the obligations set out within.
  2. Each of the parties warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under these Terms and the operation of the Site.
  3. The Easol’ Services are provided to you on an “as is” basis. For purposes herein, the “Easol Entities” refers to Easol, its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors. The Easol Entities make no warranty that the Services or the Site will be uninterrupted or error free. Further, the Easol Entities make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (ii) any harm to your computer system, loss of data or other harm that results from your access to or use of the Services; (iii) the deletion of, or the failure to store or to transmit, any Content that you provide us and other communications maintained by the Services; and (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. We shall not be responsible for any acts or omissions of any third parties, including any of our sub-contractors.

Easol can’t promise that the Service will always be free from errors or be uninterrupted, and it is not responsible for delays or delivery failures. The Service provided by Easol is “as is”.

Easol is not responsible for acts or omissions of third parties.

Limitation of Liability
  1. Easol shall have no liability for any damage caused by errors or omissions in any Content, information, instructions or scripts provided to Easol by you in connection with the Services or Site, any modifications that you (or any third party on your instructions) make to the Site, or any actions taken by Easol at your direction. Easol shall also have no liability in relation to any products or services provided to customer by you.
  2. These Terms set out the full extent of our obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into these Terms or any collateral contract (whether by statute or otherwise) are hereby expressly excluded to the fullest extent permitted by applicable law.
  3. Nothing in this agreement excludes the liability of Easol:
    • for death or personal injury caused by Easol’ negligence; or
    • for fraud or fraudulent misrepresentation.
  4. Subject to the sub-clause immediately above:
    • Easol shall not be liable whether in tort (including for breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms (including any loss of revenue suffered by you if the Site is unavailable);
    • Easol’ total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the fees that Easol has received from the you during the 12 months immediately preceding the date on which the claim arose; and
    • NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS LIMITATION OF LIABILITY SECTION SHALL LIMIT THE LIABILITY OF ANY PARTY FOR A BREACH OF ITS CONFIDENTIALITY OBLIGATIONS.

Easol’s liability is limited for errors or omissions in Content, information or instructions provided by you, for any modifications you make to the Site, or for actions taken by Easol on your instructions. This means that in some circumstances you may not be able to recover all losses you suffer from Easol.

There are certain exceptions to the limitations, including for death, personal injury, fraud or fraudulent misrepresentation.

Some consequential or indirect damages are expressly excluded.

Easol has a maximum liability, up to the Fees it has received from you during the 12 months immediately preceding the date on which the claim arose.

Termination
  1. Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving written notice to the other party if:
    • the other party commits a material breach of any Term where such breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
    • the other party takes any step or action in connection with its entering bankruptcy, insolvency, administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
    • the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
  2. Without affecting any other right or remedy available to it, Easol may terminate these Terms with immediate effect if:
    • you fail to pay any amount due to Easol within 5 (five) days;
    • your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under this agreement has been placed in jeopardy; or
    • you undergo a change of control. For the purposes of this clause “change of control means” change of the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled “change of control” shall be construed accordingly.
  3. On termination of the Terms for whatever reason:
    • you shall pay to us any and all outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, Easol may submit an invoice, which shall be payable immediately on receipt;
    • any provision of the Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Terms shall remain in full force and effect;
    • you shall continue to provide any services or deliver any products in relation to customer orders on the Site that you accepted prior to the date of termination; and
    • termination or expiry of the Terms shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Terms which existed at or before the date of termination or expiry.

Both parties have certain contractual termination rights, including for a material breach of the agreement and financial difficulties (for instance, insolvency).

Easol may terminate immediately if you fail to pay amounts due within 5 days; if your financial position declines to the extent that you cannot fulfil your obligations or; if you undergo a change of control –i.e. if you are a company and your ownership changes. You must pay any outstanding invoices and Fees to Easol, and you must provide any services or products accepted before termination. Certain provisions will remain in force after termination, and termination will not affect rights, remedies, obligations or liabilities that have accumulated before.

Force Majeure

Easol shall have no liability to you under these Terms if it is prevented from or delayed in performing its obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Easol or any other party), failure of a utility service or transport or telecommunications network, Act of God, war, riot, civil commotion, malicious damage, threat of the spread of any illness or disease or any epidemic or pandemic, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Easol or sub-contractors, provided that you are notified of such an event and its expected duration.

Easol is not liable where it is prevented from performing obligations by events outside its control.

Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

If a party chooses not to enforce any of these provisions at any time, it does not mean that they give up that right later.

Rights and Remedies

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

These rights are alongside rights available to the parties under general law.

Severance
  1. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but shall not affect the validity and enforceability of the rest of these Terms.
  2. If any provision or part-provision of these Terms is deemed deleted under the sub-clause immediately above the parties shall negotiate in good faith to agree on a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

The agreement is still enforceable even if one of its terms is found to be illegal, invalid or unenforceable.

Entire Agreement
  1. These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
  2. Each party acknowledges that in entering into the agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
  3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
  4. Nothing in this clause shall limit or exclude any liability for fraud.

These Terms of Service make up the agreement that applies to you. Any previous agreements between you and Easol do not apply if they conflict with these terms.

Assignment
  1. You shall not without our prior written consent assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms.
  2. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms.

You cannot assign or transfer this contract without the written consent of Easol.

Third Party Rights

This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third parties) Act 1999.

Only you have any rights under these Terms of Service. There are no third party rights.

Notices, Contacting Us

Any notice or other communication given to a party under or in connection with these Terms shall be in writing and sent by email, in the case of Easol, to the email address provided immediately below, and for you, to the email address that is associated with your account. If you have any questions regarding these Terms, please contact us at:hello@easol.com

Notices to or from you must be sent by email.

Governing Law

This Agreement will be construed in accordance with and governed by the laws of England and the Parties submit to the exclusive jurisdiction of the English courts.

English law governs the agreement and the relevant courts if there is a dispute will be those in England.