Terms and Conditions
Terms of Use and Service
TERMS OF USE
1. Who We Are
5. Account, Password And Security
6. Content
7. Conduct
8. Additional Services; Coupons and Vouchers
9. Links
10. Disclaimer
12. Trademarks
13. Privacy Policy; Customer information
1. Who we are
1.1 We are BesidesWork LTD ('Company', 'we', 'us', or 'our'), a company registered in England at 128 City Road, London. EC1V 2NX, UNITED KINGDOM.
We operate the website http://www.besideswork.co.uk (the 'Website'), as well as any other related products and services that refer or link to these legal terms (the 'Legal Terms') (collectively, the 'Services').
You can contact us by email at info@besideswork.co.uk, or by mail to BesidesWork LTD, 128 City Road, London. EC1V 2NX, UNITED KINGDOM.
1.2 The Services
BesidesWork’s Websites and domains, including www.besideswork.co.uk, and all of the webpages, subdomains of those Websites (collectively, our “Website”), and all of the services available on or through the Website or otherwise provided by us. We refer to these as our “Services.”
1.3 Users
Through the Services, BesidesWork provides means for users who are event organisers, planners and charitable organisations (“Event Organisers”) to create event advertisement and registration to promote those events to visitors or browsers on the Services and to sell tickets and registrations (or issue free registrations) to such events (including to free events) (“Customers”).
We refer to Event Organisers, Customers and other visitors and browsers of the Services collectively as “Users” or “you.”
2. Our Terms Of Use
2.1 Platform
The following policy sets forth the terms and conditions upon which you may use the Services (the “Terms of Use”). If you use the Services in any way, these Terms of Use apply to you. By accepting the Terms of Service and using the Services in any manner, you agree to these Terms of Use without modification and enter into a binding contract with BesidesWork.
2.2 Incorporation By Reference
These Terms of Use and the rights and obligations contained in these Terms of Use are in addition to and are incorporated into the Terms of Service by reference. Nothing in these Terms of Use shall be deemed to modify, waive, amend or rescind any other term of the Terms of Service.
3. Your Use Of The Services
3.1 The Services
BesidesWork hereby grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable (in accordance with Section 4 of the Terms of Service), 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 and subscriptions or making donations to an event that is registered on the Services; and/or (b) if you are an Organiser, creating and advertising an event 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, localise, 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 organisation 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 unauthorised 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 Platforms
You may access and use the Services through our Website or any other BesidesWork Platforms (all together, “the Platform”). For clarity, any access to or use of the Services via the Platforms and the Platforms themselves shall be deemed to be part of the Services and subject to the Terms of Service and these Terms of Use. This right to access and use the Platform may be revoked in accordance with Section 4 of the Terms of Service and BesidesWork may discontinue or modify the Platform as set forth in Section 12 below.
4. BesidesWork’s Role
4.1 Listing Service and Limited Agent
Unless otherwise stated in the contract between BesidesWork and the Event Organiser, BesidesWork is not the organiser or owner of the events listed for sale or registration on the Services. BesidesWork provides the Services, which allow Event Organisers to list and promote their events, but all sales are, by default and in origin, made by the respective Organiser listed on the applicable event page. BesidesWork also acts as the Organiser’s limited agent solely for the purpose of using its third party payment providers to collect payments made by Customers on the Services with respect to an event and passing such payments through to the applicable Organiser. It is the Organiser’s sole obligation to ensure that 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 or communicated to BesidesWork, if BesidesWork manages the posting, are actually delivered in a satisfactory manner.
4.2 Payments from Customers
All payments made by Customers to attend the Events of Organisers will be made through the BesidesWork Platforms. BesidesWork may use third party payment processing partners to process the transaction as Organiser’s limited payment agent.
4.3 Fees
Creating an account and accessing the Services is free. We charge our fees only when you sell or buy paid tickets, registrations or subscriptions through BesidesWork Platform. All descriptions of standard fees on the Services represent the standard fees that BesidesWork charges to Organisers. These fees may vary based on individual agreements between BesidesWork and certain Organisers. These fees will be absorbed into the ticket or registration price and, at BesidesWork’s sole discretion, either a) paid by the Organiser out of ticket and registration gross proceeds or b) deducted by BesidesWork from the amount owed by BesidesWork to the Organiser. The fees charged to Customers may include certain other charges, including without limitation, facility fees, royalties, taxes, processing fees and fulfilment fees. Therefore, the implied fees paid by Customers for an event are not necessarily the same as those charged by BesidesWork to the applicable Organiser or the standard fees described on the Merchant Agreement. In addition, certain fees are meant, on average, to defray certain costs incurred by BesidesWork, but may in some cases include an element of profit and in some cases include an element of loss. BesidesWork 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.
4.4 Refunds
The varying exchange and refund policies set forth by our Event Organisers prohibit BesidesWork, by default, from issuing exchanges or refunds after a booking is placed.
If a refund or exchange is requested by a Customer, such request will be processed by BesidesWork. BesidesWork therefore asks that all Customers contact BesidesWork’s Customer Service with any refund requests at info@besideswork.co.uk.
BesidesWork tickets are not refundable. In case an event is postponed, there is a change of venue or any other significant change to event or the event is cancelled for reasons not imputable to BesidesWork, customers are required to contact BesidesWork no later than the Monday following the event to request a voucher for the same ticket at a later date or the equivalent amount to be spent in other plans from the Platform.
5. Account, Password And Security
5.1 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. In the event of any dispute between two or more parties as to account ownership, you agree that BesidesWork shall be the sole arbiter of such dispute in its discretion and that BesidesWork’s decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.
5.2 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 BesidesWork of any unauthorised use of your password or account or any other breach of security.
5.3 Age Restrictions
BesidesWork 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 BesidesWork, 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).
6. Content
6.1 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 BesidesWork 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. BesidesWork may own the Website Content or portions of the Website Content may be made available to BesidesWork through arrangements with third parties. The compilation of all Website Content included in or made available through the Services is the exclusive property of BesidesWork and is protected by copyright laws. Except as expressly authorised by BesidesWork in writing or in connection with your permitted use of the intended functionality of the Services, you agree not to sell, licence, 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.
6.2 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 BesidesWork a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right and licence 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 BesidesWork's promotional and marketing services). Notwithstanding the foregoing, BesidesWork 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 licence, 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; and (c) 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.
BesidesWork reserves the right to remove any of Your Content from the Services at any time if BesidesWork believes in its discretion that it violates the Terms of Service, including without limitation, these Terms of Use. In addition, you agree that BesidesWork 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 BesidesWork both on the Services and in marketing, advertising and promotional materials.
6.3 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 BesidesWork by you (collectively “Feedback”); and (b) all improvements, updates, modifications or enhancements, whether made, created or developed by BesidesWork or otherwise relating to Feedback (collectively, “Revisions”), are and will remain the property of BesidesWork. All Feedback and Revisions become the sole and exclusive property of BesidesWork and BesidesWork 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 BesidesWork 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 BesidesWork. At BesidesWork’s request, you will execute any document, registration or filing required to give effect to these provisions.
7. Conduct
7.1 Certain Restrictions
All interactions on the Website must comply with BesidesWork’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 email 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 unauthorised 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) scanning or monitoring the Website for data gathering purposes in an effort to track sales, usage, aggregate offering information, pricing information or similar data; iii) scanning or testing the security or configuration of the Website or to breach security or authentication measures; or iv) accessing data not intended for you, such as logging into a server or an account which you are not authorised 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” (defined below in Section 13.2 of these Terms of Use), 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 BesidesWork, 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” (as defined in Section 13.2. of these Terms of Use); 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 BesidesWork; 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 any BesidesWork account for resale or for speculative, false, fraudulent or any other purpose not expressly permitted by these Terms of Use; v) 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); vi) 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; vii) 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; viii) deep-linking to any portion of the Website (including, without limitation, the purchase path for any Ticket) without our express written permission; ix) hyperlinking to the Website from any other website without our written consent; or x) acting illegally or maliciously against the business interests or reputation of BesidesWork and/or its affiliates, including without limitation BesidesWork LTD, our activity providers or our services.
7.2 Certain Remedial Rights.
You acknowledge and agree that BesidesWork 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 BesidesWork, 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.
8. Additional Services; Coupons and Vouchers
8.1. Other Services
BesidesWork may, upon request, and for such fees as BesidesWork may establish from time to time in its sole discretion, provide additional services to you beyond the basic functionality of the Site and Platform, 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 authorised officer of BesidesWork, and shall set forth the applicable fees and the other terms and conditions relating to such additional services.
8.2. Coupons and Vouchers
BesidesWork will, from time to time, grant vouchers (the “Coupons”) to Customers to redeem them at the time of purchasing a paid event through any of the BesidesWork platforms. The use of and redemption of such coupons will fall under the specific conditions stipulated by BesidesWork and added to the Coupon information available to the Customer. BesidesWork reserves the right to stipulate, at its sole discretion, a different policy or set of terms for each of the Coupons granted.
Coupons are owned by BesidesWork and are offered under its own discretion. The users agree that Coupons may be subject to change, whether they have been redeemed or not, in cases where BesidesWork considers it necessary.
Each Coupon will only be valid and redeemable in the same city where the Coupon was originally granted. Trying to change the selected City in the Platform for the sole purpose of being awarded the Coupons being offered in such different cities constitutes a wrongful use of the Platforms and of BesidesWork’s platforms and may automatically result in the cancellation of part or all of the user’s coupons or, ultimately, in the cancellation of the account.
Each Coupon has its own expiration date and conditions which will be indicated in the own coupon and that will be available to the Customer. Plans purchased with invalid coupons will be automatically cancelled.
9. Links
9.1 Third Party Websites
The Services may provide, or Users (in particular, Event Organisers) may provide, links to other Internet websites or resources. Because BesidesWork has no control over such websites and resources, you acknowledge and agree that BesidesWork 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 BesidesWork 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 BesidesWork to those third party website, except in those cases set out in the Privacy Policy.
10. Disclaimer
The Website and its content are delivered on an "as-is" and "as-available" basis. BesidesWork disclaims all warranties, express or implied, including also any implied warranties of merchantability and fitness for a particular purpose. BesidesWork 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. BesidesWork cannot ensure that files you download from the Website will be free of viruses or contamination or destructive features. BesidesWork 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. BesidesWork makes no guarantee of any specific result from use of this Website or use of the BesidesWork service.
11. Limitation of liability
Whilst we endeavour to ensure that the website is fully operational at all times, on those occasions when there are interruptions to service due to essential maintenance, system upgrades, internet service interruptions or any other factors beyond our control, BesidesWork will not be liable for any indirect, consequential, exemplary, incidental, special or punitive damages, or for lost profits, revenues or business opportunities, even if BesidesWork has been advised of the possibility of such damages. In no event shall BesidesWork be liable for any indirect or consequential loss or any loss (whether incurred directly or indirectly) of profit, business, revenue, date, goodwill or reputation. BesidesWork disclaims any and all liability for the acts, omissions and conduct of any third party users, BesidesWork users, advertisers and / or sponsors on the Website, in connection with the Services or otherwise related to your use of the Website and /or the Services. BesidesWork is not responsible for the products, services, actions or failure to act of any venue, performer, promoter or other third party in connection with or reference on the Website. Notwithstanding the foregoing, nothing in the Terms of Service, in general, and in the Terms of Use, in particular, shall be taken to limit or exclude any liability which BesidesWork may have for (i) death or personal injury arising from BesidesWork negligence; (ii) fraudulent misrepresentation; or (iii) any liability that cannot be excluded or restricted by law.
12. Trademarks
BesidesWork, the website and design are registered trademarks of BesidesWork LTD. All rights reserved.
13. Privacy Policy; Customer information
13.1. Privacy Policy
BesidesWork highly values the privacy of its user's. For more information regarding personal data protection, please refer to the BesidesWork Privacy Policy available here.
The Privacy Policy is incorporated into the Terms of Service by reference. You should review and accept the Privacy Policy.
13.2 Access to personal data by the Event Organisers
All Customer Information inputted by a Customer on event pages posted by an Organiser on the Services will be shared with the applicable Organiser and may also be used by BesidesWork in accordance with our Privacy Policy , including marketing or promotion of other events or services that may be of interest to the applicable Customer. Note that payment data (as defined in the Privacy Policy) will not be shared with Organisers. Each Organiser 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 Customer Information; (b) it will at all times comply with any applicable policies posted on the Services with respect to Customer Information; and (c) upon a request of a given Customer or as permitted in Section 7.2 of these Terms of Use, BesidesWork is authorised at its discretion to delete or anonymise Customer Information of a requesting Customer from the Services at which time it will no longer be available to Organiser through the Services or will no longer be linked to an identifiable Customer through the Services. For purposes of this Section, “Customer Information” means information about a given Customer 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.
TERMS OF SERVICE
1. Who We Are
5. Important Legal Terms Governing All Use Of The Services
1. Who we are
1.1 BesidesWork
The owner of the Website www.besideswork.co.uk as well as the Platform is BESIDESWORK LTD. (hereinafter, BesidesWork), COMPANY NUMBER: 15651278, registered at 128 City Road, London. EC1V 2NX, UNITED KINGDOM.
BesidesWork is a web app that drives users to consume offline recreational social activities by providing curated events based on its proprietary analytics of consumer data and our brand and mission alignment. BesidesWork is able to drive traffic and provide an avenue for discovery for event organisers.
1.2 The Services
BesidesWork’s Websites and domains, including www.besideswork.co.uk, and all of the webpages, subdomains, country level domain variants and subparts of those Websites (collectively, our “Website”), all of the services available on or through the Website or otherwise provided by us (including our Platform programming interfaces) are offered, maintained and provided by BesidesWork. We refer to all of these as our “Services.”
1.3 Users
Through the Services, BesidesWork provides means for users who are event organisers, planners and charitable organisations (“[Event] Organisers”) to create event advertisement and/or registration to promote those pages and events to visitors or browsers on the Services and to sell tickets and registrations (or issue free registrations) to such events (including to free events) (“Customers”). We refer to Event Organisers, Customers and other visitors and browsers of the Services collectively as “Users” or “you.”
2. Our Terms Of Service
2.1 Terms of Service Agreement
The following pages contain our Terms of Service Agreement (“Terms of Service”). These Terms of Service govern all of our Services, all of which are offered subject to your acceptance without modification of these Terms of Service. In addition to the Sections below, these Terms of Service include and incorporate by reference the following agreements, terms, policies, requirements and guidelines:
• our Terms of Use available here;
• our Privacy Policy available here;
• for Organisers who hold events with paid or free tickets through BesidesWork Platforms, our Merchant Agreement available here;
• additional terms and conditions that are displayed along with additional Services that you may use or purchase from time to time.
3. Your Acceptance
3.1 Binding Agreement
You agree to these Terms of Service and you enter into a binding contract with BesidesWork either when you sign up for a registered account by clicking “Sign Up,” “Register Now,” “Get Started” or similar buttons, or if you are an unregistered Customer, when you purchase a ticket to or register for an event (including free events), a subscription or a service or make a donation related to an event, in each case by clicking “Pay Now,” “Register Now,” “Buy Now”, “Purchase”, “Join” or similar buttons, or in accordance with Section 3.2 below. In the case the Privacy Policy was not expressly accepted by you, while being a registered user, BesidesWork will only process any personal data that is necessary to provide the Services. If you do not agree to any portion of these Terms of Service, do not use or access the Services. If you will be using the Services on behalf of an entity, you agree to these Terms of Service on behalf of that entity and its affiliates and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that entity. If you do not have such authority, or if you do not agree to any portion of these Terms of Service, do not use or access the Services.
THESE TERMS OF SERVICE INCLUDE (A) AN ARBITRATION PROVISION FOR USERS LOCATED IN THE UNITED STATES; (B) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST BESIDESWORK FOR USERS LOCATED IN THE UNITED STATES; (C) CERTAIN DISCLAIMERS OF WARRANTIES ON BEHALF OF BESIDESWORK; (D) CERTAIN LIMITATIONS OF LIABILITY FOR THE BENEFIT OF BESIDESWORK; AND (E) A RELEASE BY YOU OF ALL CLAIMS FOR DAMAGE AGAINST BESIDESWORK ARISING OUT OF DISPUTES BETWEEN YOU AND THIRD PARTIES IN CONNECTION WITH YOUR USE OF THE SERVICES. BY USING ANY OF THE SERVICES, YOU AGREE TO THESE PROVISIONS.
3.2 Modifications
Except to the extent set forth in Section 6.10(i) below, BesidesWork reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of these Terms of Service (or any of the agreements that make up these Terms of Service) at any time (collectively, “Modifications”). Modifications to these Terms of Service will be posted to the BesidesWork website with a change to the "Updated” date at the top of these Terms of Service. In certain circumstances BesidesWork may provide you with additional notice of such Modifications, via email or with in-Service notifications. Modifications will be effective the sooner of any date established by Law or thirty (30) days following the "Updated” date or such other date as communicated in any other notice to you, except that changes addressing new functions of the Services or which do not impose any additional burdens or obligations on you will be effective immediately. BesidesWork will always inform you of any changes that may affect the use or processing of your Personal Data. Your continued use of the Services following the effectiveness of any Modifications to these Terms of Service constitutes acceptance of those Modifications as well. If any Modification to these Terms of Service is not acceptable to you, you must cease accessing, browsing and otherwise using the Services. Other than as set forth in this paragraph, these Terms of Service may only be modified through a written agreement between you and an authorised officer of BesidesWork.
3.3 Language
We may translate these Terms of Service (or any of the agreements that make up these Terms of Service) into other languages for your convenience. The English language version of each of these documents is the version that governs your use of the Services and in the event of any conflict between the English language version and a translated version, the English language version will control.
4. Term; Termination
4.1 Term
These Terms of Service are effective upon your Acceptance as set forth under Section 3.1 above and continue in effect until terminated.
4.2 Termination by BesidesWork
Except to the extent we have agreed otherwise in a separate written agreement between you and an authorised officer of BesidesWork, BesidesWork may terminate your right to use the Services at any time for (a) your violation or breach of these Terms of Service; (b) your misuse or abuse of the Services; or (c) if allowing you to access and use the Services would violate any applicable local, state, provincial, national and other laws, rules and regulations or would expose BesidesWork to legal liability. We will use reasonable efforts to provide you notice of any such termination. Further, you agree that BesidesWork shall not be liable to you or any third-party for any such termination of your right to use or otherwise access the Services.
The closure of your account will involve the deletion by BesidesWork of all of your Personal Data.
4.3 Termination by You
Except to the extent you have agreed otherwise in a separate written agreement between you and an authorised officer of BesidesWork, you may terminate your access to the Services and these Terms of Service by deleting your account. Customers may cancel their account by contacting BesidesWork by phone or email through one of the addresses or numbers set forth in Section 5.7.
In the event there is a separate agreement between you and BesidesWork governing your use of the Services and that agreement terminates or expires, these Terms of Service (as unmodified by such agreement) shall govern your use of the Services unless and until you cancel your account.
4.4 Survival of Terms
All provisions of these Terms of Service that by their nature should survive termination of these Terms of Service shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, agreements to arbitrate, choices of law and judicial forum and intellectual property protections and licenses).
5. Important Legal Terms Governing All Use Of The Services
5.1 Indemnification
You agree to defend, indemnify and hold BesidesWork and each of its respective officers, directors, agents, co-branders, licensors, payment processing partners, other partners and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys’ and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise) or investigation made by any third party (each a “Claim”) due to or arising out of: (a) your breach of these Terms of Service, including, without limitation the Terms of Use, the Merchant Agreement and any other part of these Terms of Service; (b) your improper use of the Services; (c) your breach of any applicable local, state, provincial, national or other law, rule or regulation or the rights of any third party; or (d) in the case of Event Organisers, your events or the fact that BesidesWork was providing Services with respect to those events, provided that in the case of (d), this indemnification shall not apply to the extent that the Claim arises out of BesidesWork’s gross negligence or willful misconduct. BesidesWork shall provide notice to you of any such Claim, provided that the failure or delay by BesidesWork in providing such notice shall not limit your obligations hereunder except to the extent you are materially disadvantaged by such failure.
5.2 Disclaimer of Warranties
BESIDESWORK PROVIDES OUR SERVICES USING A COMMERCIALLY REASONABLE LEVEL OF SKILL AND CARE AND WE TRY TO KEEP BESIDESWORK RUNNING, ERROR-FREE AND SAFE. BUT THERE ARE CERTAIN THINGS THAT WE DON’T PROMISE ABOUT OUR SERVICES AND YOU USE THE SERVICES AT YOUR OWN RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAWS, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. BESIDESWORK HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. BY WAY OF EXAMPLE, BESIDESWORK MAKES NO WARRANTY THAT (A) THE SERVICES (OR ANY PORTION OF THE SERVICES) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. YOU ACKNOWLEDGE THAT BESIDESWORK HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF EVENTS ADVERTISED, THE TRUTH OR ACCURACY OF ANY USERS’ (INCLUDING CUSTOMERS’, OTHER NON-ORGANIZERS’ AND ORGANIZERS’) CONTENT OR LISTINGS OR THE ABILITY OF ANY USER (INCLUDING CUSTOMERS AND ORGANIZERS) TO PERFORM OR ACTUALLY COMPLETE A TRANSACTION AND BESIDESWORK IS NOT AFFILIATED WITH, AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SERVICES, AND BESIDESWORK HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTIES. NOTHING IN THESE TERMS OF SERVICE IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY WILLFUL ACTS, NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIABILITY AND OTHER LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU AND OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
5.3 Limitation of Liability
TO THE EXTENT PERMITTED BY APPLICABLE LAWS, BESIDESWORK AND EACH OF ITS RESPECTIVE OFFICERS, DIRECTORS, AGENTS, CO-BRANDERS, LICENSORS, PAYMENT PROCESSING PARTNERS, OTHER PARTNERS, EMPLOYEES AND ANY APPLICABLE CARD SCHEMES, SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THESE TERMS OF SERVICE, INCLUDING WITHOUT LIMITATION THE TERMS OF USE, THE MERCHANT AGREEMENT AND ANY OTHER PART OF THESE TERMS OF SERVICE, FOR: (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF BESIDESWORK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (B) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, (C) ANY OF YOUR CONTENT (AS DEFINED IN THE TERMS OF USE) OR ANY CONTENT OF ANY OTHER USER OF THE SERVICES, OR (D) ANY MATTERS BEYOND BESIDESWORK’S REASONABLE CONTROL. IN ADDITION, OTHER THAN THE OBLIGATION OF BESIDESWORK TO PAY OUT EVENT REGISTRATION FEES TO CERTAIN ORGANIZERS UNDER THE MERCHANT AGREEMENT, THE MAXIMUM AGGREGATE LIABILITY OF BESIDESWORK, ITS PAYMENT PROCESSING PARTNERS, LICENSORS AND ANY APPLICABLE CARD SCHEMES FOR ALL DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO, ARISING OUT OF OR RELATED TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THESE TERMS OF SERVICE, INCLUDING WITHOUT LIMITATION THE TERMS OF USE, THE MERCHANT AGREEMENT AND ANY OTHER PART OF THESE TERMS OF SERVICE, SHALL BE LIMITED TO (I) FOR ORGANIZERS OF EVENTS WITH PAID TICKETS OR REGISTRATIONS, AND SUBJECT TO THE TERMS OF THE MERCHANT AGREEMENT, THE COMMISSIONS (NET OF BESIDESWORK PAYMENT PROCESSING FEES) THAT BESIDESWORK CHARGED YOU WITH IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE CIRCUMSTANCES GIVING RISE TO YOUR CLAIM; AND (II) FOR ORGANIZERS OF EVENTS WITH FREE TICKETS ONLY, CUSTOMERS AND OTHER USERS, EITHER (1) THE TOTAL AMOUNT OF ALL TICKETS OR REGISTRATIONS THAT YOU PURCHASED OR MADE THROUGH THE SERVICES IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE CIRCUMSTANCES GIVING RISE TO YOUR CLAIM; OR (2) IF YOU MADE NO SUCH PURCHASES, ONE HUNDRED BRTISH POUNDS (GBP100).
NOTHING IN THESE TERMS OF SERVICE IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY WILLFUL ACTS, NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE LIABILITY AND OTHER LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO YOU AND OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
5.4 Release
BesidesWork provides a marketplace in which Customers and Event Organisers can transact. However, BesidesWork could not function if it were held responsible for the actions or inactions of different Customers, Organisers and/or third parties both on and off the Services. Therefore, as an inducement to BesidesWork permitting you to access and use the Services, you hereby agree to release BesidesWork, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, partners and employees from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of or in any way connected with disputes between you and third parties (including other Users) in connection with the Services or any event listed on the Services. In addition, you waive any applicable law or statute, which says, in substance: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOUR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE RELEASED PARTY."
5.5 Trademarks
The trademarks, service marks and logos of BesidesWork (the “BesidesWork Trademarks”) used and displayed in connection with the Services are registered and unregistered trademarks or service marks of BesidesWork. Other company, product and service names used in connection with the Services may be trademarks or service marks owned by third parties (the “Third Party Trademarks,” and, collectively with BesidesWork Trademarks, the “Trademarks”). The offering of the Services shall not be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any Trademark displayed in connection with the Services without the prior written consent of BesidesWork specific for each such use. The Trademarks may not be used to disparage BesidesWork, any third party or BesidesWork’s or such third party’s products or services, or in any manner that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless BesidesWork approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any BesidesWork Trademark shall incur to BesidesWork’s benefit.
5.6 Patents; Copyrights
A number of issued patents and patents pending apply to the Services. The Content (as defined in the Terms of Use) of the Services is also protected by copyrights owned by BesidesWork and/or third parties. Please note that if you copy portions of the Services you are violating these patent rights and copyrights.
5.7 Notices
Notices to you may be sent via either email or regular mail to the address in BesidesWork’s records. The Services may also provide notices of changes to these Terms of Service or other matters by displaying notices or links to notices to you generally on the Services. If you wish to contact BesidesWork or deliver any notice, you can do so as follows:
A) By post: BesidesWork LTD, 128 City Road, London, EC1V 2NX
B) By Email: info@besideswork.co.uk;
Please note that any notice related to personal data matters should be addressed in the terms set out in the Privacy Policy.
5.8 Entire Agreement
These Terms of Service, including the Terms of Use, Merchant Agreement, Privacy Policy and any other part of these Terms of Service, constitute the entire agreement between you and BesidesWork and govern your use of the Services, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and BesidesWork on the subject matter hereof, other than any written between you and an authorised officer of BesidesWork relating to a specified event or events.
5.9 Choice of Law
Except as set forth in Section 6.10 below, these Terms of Service and the provision of the Services to you are governed by the laws of England, United Kingdom, without reference to principles of conflict of laws.
5.10 Waiver; Invalid Provisions
The failure or delay of BesidesWork to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. No oral waiver, amendment or modification shall be effective under any circumstance whatsoever. If any provision of these Terms of Service is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service shall remain in full force and effect.
5.11 Judicial Forum
In the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute for any reason, then any dispute or claim not subject to arbitration shall be resolved exclusively by a court located in England.
5.12 Titles
Any Section titles in these Terms of Service are for convenience only and have no legal or contractual effect.
5.13 Violations
Please report any violations of these Terms of Service by email. For any issue related to data protection matters, please use any of the means included in the Privacy Policy.
5.16 Relationship
No independent contractor, agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by these Terms of Service, except to the extent expressly set forth in the Terms of Use and the Merchant Agreement.
MERCHANT AGREEMENT
1. Who We Are
2. Acceptance of Merchant Agreement
3. Registration
4. Event Registration Process; Payments
5. Exchanges, cancellations and refunds
6. Remedies
7. Prohibited Merchants; Prohibited Events; Prohibited Transactions
8. Permitted Uses of the Website
10. Disclaimer
12. Indemnity
13. Trademarks
14. Privacy Policy
15. Contact information for customer service
1. Who we are
The owner of the Website www.besideswork.co.uk as well as the Platform is BESIDESWORK LTD. (hereinafter, BesidesWork), COMPANY NUMBER: 15651278, registered at 128 City Road, London. EC1V 2NX, UNITED KINGDOM.
BesidesWork is a web app that drives users to consume offline recreational social activities by providing curated events based on its proprietary analytics of consumer data and our brand and mission alignment. BesidesWork is able to drive traffic and provide an avenue for discovery for event organisers.
Through your BesidesWork secure Platform, you (hereinafter “you”, “the client”, “the Event Organiser” or “the user”) will be able to advertise and promote your own event listing, you will receive communication around ticket purchases and attendee details throughout the duration of the live listing. Anytime there are modifications, these will have to be pre-approved by BesidesWork before coming into effect.
2. Acceptance of Merchant Agreement
The following terms set forth the terms and conditions upon which you may use our Services to promote and/or collect sales proceeds from the sale of tickets or registrations, and specifically apply to those who use the Services for such purposes. Except where specifically stated the terms included herein will apply to all Event Organisers that use any of BesidesWork’s Services.
BesidesWork provides the technical infrastructure to enable online sales by Event Organisers. If you continue to browse and use this Website, you are agreeing to comply with and be bound by the following terms and conditions of use, which our incorporated into our Terms of Service and govern BesidesWork's relationship with you in relation to this Website and to any of the platforms and services related to it and managed by BesidesWork. If you disagree with any part of these terms and conditions, please do not use our Website or any of the BesidesWork Services, participate in any activity, purchase or sell any ticket, product or purchase any other service offered through the Website or any of the associated platforms.
We reserve the right at all times to discontinue or modify this Merchant Agreement or any part thereof in our sole discretion, with or without notice. If we make changes that affect your use of the Website or our services we will post notice of the change on the Terms of Services page. Any changes to these Terms will be effective upon our posting of the notice; provided that these changes will not apply to i) events created or ii) Tickets sold prior to the effective date of such changes. You may close your account and you should not use the Website or any of the services offered through the Website after the effective date of the changes in the event that you do not agree to such changes. You agree that posting notice of any such changes on the Terms of Service page is adequate notice to advise you of these changes, and that your continued use of the Website or any of the associated services or platforms will constitute acceptance of these changes and the Terms of Use as modified.
This Merchant Agreement and the rights and obligations contained herein are in addition to and are incorporated into the Terms of Service by reference. Nothing in this Merchant Agreement shall be deemed to modify, waive, amend or rescind any other term of the Terms of Service.
3. Registration
As part of the creation of an event or at any time following such creation, you may be required by BesidesWork to provide additional information (beyond the information required to register for the Services) about yourself, the entity you represent (if any) and the principals/beneficial owners of the entity you represent (if any) (collectively, “Additional Registration Data”). As an example, the Additional Registration Data may include a current address, doing business as (DBA) names, description of products, website address, bank account or other payment account information, Tax Identification Numbers, date of birth, passport or driver’s licence number, country of origin, copies of government identification documents and other personal information. This information may be used to verify your identity, the validity and/or legality of your transactions and/or whether you qualify to use the Services for paid events. You agree to: (a) provide this information in a timely, accurate and complete manner and (b) maintain and promptly update this information in a timely manner to ensure it remains accurate and complete at all times. If you provide any information that is untrue, inaccurate, not current or incomplete, or BesidesWork has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, BesidesWork has the right to suspend or terminate all of your accounts and refuse any and all of your current or future use of BesidesWork.
4. Event Registration Process; Payments
4.1. Overview
For the avoidance of doubt, BesidesWork does not and will not provide banking, deposit taking, stored value, insurance or any other financial services to an Event Organiser other than serving as a limited payment collection agent as set forth below. To provide the EPP Service, BesidesWork utilises third party gateways, payment processors, merchant acquirers and/or merchant acquiring banks with which we have relationships (collectively, “Payment Processing Partners”) and both Event Organisers and BesidesWork are subject to the rules and regulations of such Payment Processing Partners.
4.2. Event Registration
As part of the Services offered by BesidesWork, an Event Organiser can create its own event at no cost. For this matter, the Organiser will have to share some required information regarding the Organiser and the event by filling in an online questionnaire, “Create your event with BesidesWork”. The Organiser will have to proceed to complete all of the required fields in the questionnaire in order for its event to be eligible for evaluation by BesidesWork.
Once the Event Organiser has submitted the form “Create your event in BesidesWork”, BesidesWork will proceed to carry out the validation process, replying within 48 hours after the submission of such form.
The validation process by BesidesWork may result in two different responses:
A- Valid / Accepted: BesidesWork will contact the Event Organiser to inform them that the event has been accepted.
BesidesWork reserves the right to its sole discretion to decide if an event is compliant with BesidesWork standards of quality and relevance in order to be onboarded to and promoted in the Platforms or any other BesidesWork platform. In the case that BesidesWork decides to promote the event through the BesidesWork web or media network; BesidesWork will charge a 20% commission to the Event Organiser, calculated over the total amount of the sales achieved through BesidesWork’s platforms (this 20% Commission, along with any other commission, discount, fee, or similar, agreed between BesidesWork and the Event Organiser, agreed in writing outside of this agreement, will constitute, altogether, “the Commission”).
B- Rejected: BesidesWork will contact the Event Organiser to inform him/her that the event has been rejected. In this case the event will not be promoted by BesidesWork through its platforms.
4.3. Payments; Processing of BesidesWork Commission
a) Sales made through events promoted on any of the BesidesWork Platforms
After the finalisation of the event, BesidesWork will proceed to pay the Organiser an amount equivalent to the face value of the sales made through the BesidesWork platforms net of (i) the value of the Commission charged (ii) our right of setoff against any debts or other amounts owed to us under this Merchant Agreement; (iii) any other deductions authorised pursuant to this Merchant Agreement (including but not limited to any refunds to be made to customers as a result of cancellation and net of any chargebacks as set below) ; and (iv) any reserves established as set forth in Section 5.1.(b). Such payment will be made within 15 days after the finalisation of the event in an account specified by the user and by the means chosen by BesidesWork.
Event Organisers do not need their own payment gateway to utilise the BesidesWork payment processing option. All money shall be paid into the bank account specified in your payment details. It is not the responsibility of BesidesWork to verify bank details but is the responsibility of the Event Organiser to ensure that accurate bank details are provided. BesidesWork will not accept any responsibility if incorrect bank details have been provided by the Event Organiser or their account Users and monies owed are paid into the wrong bank account.
You agree that we may, from time to time, in our sole discretion, without notice to you, setoff against your reserve, setoff against any Event Registration Fees you receive, or both, based upon the level of refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, changes in your credit profile or the underlying event(s)’ risk profile, fraudulent conduct by you or anyone acting on your behalf, or breaches of the Terms of Service, including this Merchant Agreement. We may exercise such setoff rights before we make any payout to you. We are not liable to you for any claims resulting from our decision to exercise our setoff rights. We may also exercise any of our rights and remedies under Section 6 of this Agreement regarding recovery of such amounts due and payable to us from you.
4.4. Appointment as Agent
Event Organiser hereby appoints BesidesWork as Organiser's limited payment collection agent solely for the purpose of collecting payments made by Customers for such events through our Payment Processing Partners. Organiser agrees that a payment made by a Customer to BesidesWork shall be considered the same as a payment made by a Customer directly to the Event Organiser and the Event Organiser will sell or provide all advertised goods and services to the Attendee as if the Event Organiser had directly received the Event Registration Fees from such Attendee, regardless of whether the Event Registration Fees have yet to be received from BesidesWork. The Event Organiser agrees that in its role as limited agent, BesidesWork is authorised to (i) enable Customers to transfer or upgrade a ticket and/or registration (if such transfers are permitted by the Event Organiser during the event registration process); (ii) hold, disburse and retain proceeds on the Event Organiser’s behalf pursuant to this Merchant Agreement; (iii) issue refunds to Customers as set forth in Section 5 below; and (iv) manage credit card chargebacks as set forth in subsection 4.5 below. In accepting appointment as the limited agent of the Event Organiser, BesidesWork assumes no liability for any acts or omissions of the Event Organiser and Event Organiser understands that BesidesWork’s obligation to pay the client is subject to and conditional upon receipt of the associated Event Registration Fees from Customers.
4.5. Chargebacks
A chargeback occurs when a customer disputes a charge on their credit/debit card with our merchant services provider. When a chargeback occurs the merchant services provider will investigate as to whether the charge is to stand or be refunded to the customer.
Any credit card chargebacks or other transaction reversals initiated against BesidesWork or its affiliates for any reason (except to the extent they are caused solely by BesidesWork’s negligence or willful misconduct) with respect to an Organiser’s event and all related credit card association, payment processing, re-presentment, penalty and other fees and expenses incurred by BesidesWork or its affiliates in connection with such chargebacks shall ultimately be the responsibility of the Event Organiser, and Event Organiser agrees to promptly and fully reimburse BesidesWork for such amounts on demand. If such chargeback happens before the transfer of the funds to the Event Organiser, BesidesWork will deduct such amount (including the penalty incurred) from the total amount due by BesidesWork to the partner.
As part of BesidesWork’s limited payment collection agency, BesidesWork will use commercially reasonable efforts to manage the re-presentment of such chargebacks and reversals on behalf of Event Organiser and Event Organiser hereby authorises BesidesWork to do so and agrees to use reasonable efforts to cooperate with BesidesWork in such re-presentment. However, BesidesWork shall have no obligation to represent any chargeback that it believes in its discretion it is more likely than not to lose or that relates to a transaction that should be refunded in accordance with our refund policy set within this Merchant Agreement. Both parties agree that BesidesWork’s loss of any chargeback that has been re-presented by BesidesWork shall not in any way limit Event Organiser’s obligation to reimburse BesidesWork and its affiliates under this paragraph.
Any tickets that are subject to a successful chargeback dispute will be cancelled.
In case the chargeback is processed after the finalisation of the event or after having transferred the funds to the Event Organiser, and such chargeback results on a refund to the customer, BesidesWork will still have the right to seek reimbursement for the chargeback amount and the penalty incurred. In such cases, BesidesWork will deduct these amounts from any future amount due by BesidesWork to the Event Organiser. In the case no further events are organised by the Event Organiser, BesidesWork will have the right to seek reimbursement during a period of two (2) months since the finalisation of the event.
FAILURE BY THE EVENT ORGANISER TO PAY THE CHARGEBACK AND ASSOCIATED PENALTIES WITHIN FIFTEEN (15) DAYS AFTER RECEIVING WRITTEN NOTICE FROM BESIDESWORK WILL RESULT IN THE BEARING OF INTERESTS AND OTHER ASSOCIATED COSTS SUBJECT TO THE PROVISIONS OF SECTION 6.1 AND 6.2 AND, ULTIMATELY, IN THE ACCOUNT BEING SUSPENDED.
4.6. VAT Liability
Event Organiser's remain solely responsible for the accounting and payment of VAT (or equivalent local, regional or national taxes) collected through the sale of tickets to HM Revenue and Customs (or equivalent tax authority). BesidesWork is only liable for the VAT component of their commission revenue share and booking fees charged to the attendees.
5. Exchanges, cancellations and refunds
5.1. Refunds and cancellations
a) Cancellations
No payments shall be made to the Event Organiser with respect to any event that is cancelled or with respect to which BesidesWork believes there is a risk of cancellation or nonperformance, unless BesidesWork receives adequate security (as determined by BesidesWork in its discretion) for the client’s obligations under this Merchant Agreement. In addition, no Event Registration Fees for a given event shall be earned until that event is successfully completed. If payments have already been made to an Event Organiser for a cancelled event, the client will immediately refund to a payment address designated by BesidesWork all such payments upon cancellation of such event for the purpose of effecting refunds if refunds are being made. You are responsible for complying with the requirements of BesidesWork’s Refund Policy Requirements incorporated herein. If you do not remit funds to BesidesWork that are sufficient to cover refunds due to Customers for an event cancellation or nonperformance, including, but not limited to, any mandatory refunds under Section 5.1.(d) below, then you acknowledge and agree that the unremitted amount will become due and payable to us under this Merchant Agreement, and subject to a setoff right until you have satisfied the amount in full. Such unremitted amounts are also subject to the provisions of Sections 5.1(b) and 6 of this Merchant Agreement.
b) Reserves and BesidesWork’s Right of Setoff
BesidesWork reserves the right to retain a certain percentage of the Registration Fees (with such percentage being determined by BesidesWork in its discretion) to fund a reserve (i) at any time as we determine in our discretion to be necessary based upon the level (or expected level) of refunds, disputed charges, chargebacks, customer complaints, allegations of fraud or changes in Event Organiser’s credit profile or the underlying event(s)’ risk profile; and (ii) as otherwise necessary to secure the performance of your obligations under the Terms of Use and Conditions, including this Merchant Agreement, or to protect BesidesWork against fraudulent or erroneous activity. BesidesWork’s right to hold a reserve shall continue following the applicable event(s) and until either (A) the Event Organiser has discharged all obligations under the Terms of Service and the applicable periods for refunds, disputed charges, chargebacks, and complaints have passed; or (B) BesidesWork determines it no longer has risk or exposure that would otherwise be mitigated by the reserve. Further, the reserve is subject to the right of setoff as set forth in Section 4. In the event that the exercise of our setoff right does not fully cover the amount of funds due and owing from you to us under these Terms of Service, including this Merchant Agreement, then such amount of funds shall be deemed due and owing to us until you have satisfied the amount in full.
c) Refunds
The varying exchange and refund policies set forth by our Event Organisers prohibit BesidesWork, by default, from issuing exchanges or refunds after a booking is placed. If a refund or exchange is requested by a Customer, such refund will be fully processed by BesidesWork. In the case such refund is finally executed, the value of such refund will be deducted from the amount owed by BesidesWork to the Event Organiser, as set forth is Section 4.
Refunds that you are responsible for due to the cancellation or non-performance of an event are subject to the following refund requirements:
(i) In the event of a full or partial event cancellation, Event Organiser agrees to remit funds due for refunds back to BesidesWork so that refunds can be processed by BesidesWork on the Event Organiser’s behalf;
(ii) Event Organiser agrees that, unless otherwise mutually agreed in writing (email acceptable) no refunds shall be made outside of any of the BesidesWork’s platforms;
(iii) Event Organiser must remit funds to BesidesWork that are sufficient to cover refunds due to Customers within five (5) days of the cancellation of the event;
(iv) Organiser agrees to notify BesidesWork of the event cancellation as soon as reasonably possible and prior to the event start time;
(v) Organiser acknowledges that BesidesWork reserves the right to charge the Event Organiser for the cost of chargebacks related to the cancelled event, and such amounts are also subject to the provisions of Sections 5.1(b) and 6.1. and 6.2. of this Merchant Agreement.
(vi) If an event is cancelled by the Event Organiser within 24 hours before the event starts, this will lead to the payment by the collaborator of 30% of the face value of the tickets sold. This amount will be given to the users as a compensation of the event cancellation on such short notice.
(vii) Event Organiser will provide clear instructions and contact information to BesidesWork regarding the Refund Policy included within this Merchant Agreement so that Customers can make refund requests in due time.
BesidesWork does not permit exchanges for tickets to other events.
d) Mandatory Refunds
Notwithstanding the foregoing, Event Organiser authorises BesidesWork to make refunds in the following situations (i) Organiser specifically authorises the refunds at the time; (ii) the event description presented to a Customer at time of purchase is significantly different from the actual event; (iii) Customers are unable to attend the event due to failure of the Organiser to adequately plan for capacity, ingress or egress, or attendance will otherwise subject the Attendee to safety concerns; (iv) BesidesWork believes in its discretion that specific orders should be refunded under certain applicable local, state, provincial, national or other law, rule or regulation; (v) BesidesWork believes in its discretion that the refund request, if not granted, will lead to a chargeback that BesidesWork is more likely than not to lose; (vi) Organiser failed to provide a refund policy and BesidesWork believes in its discretion that a refund would be reasonable under the circumstances; (vii) BesidesWork believes in its discretion that specific orders are fraudulent (e.g., made with stolen credit cards or otherwise not bona fide transactions); or (viii) BesidesWork believes in its discretion that the order is a duplicate. Organiser also authorises BesidesWork to make refunds of any and all orders (including those for unrelated events) if (A) BesidesWork believes in its discretion that Organiser has engaged in any fraudulent activity or made any misrepresentations; (B) BesidesWork believes in its discretion that there is substantial risk of non-performance by Organiser with respect to the applicable event or future events; (C) BesidesWork believes in its discretion that it is likely to receive complaints, refund requests, transaction reversals and/or chargebacks with respect to a substantial amount of orders; or (D) BesidesWork believes in its discretion that Organiser is a Prohibited Merchant, has used the Services to process Prohibited Transactions or to manage Prohibited Events or that failing to make the refunds would otherwise expose BesidesWork to legal liability. Because all sales are ultimately made by Organisers, Organiser hereby agrees to promptly and fully reimburse BesidesWork and its affiliates upon demand for refunds that BesidesWork makes pursuant to this Merchant Agreement, other than to the extent that the necessity for such refunds is caused by BesidesWork’s negligence or willful misconduct. Organiser acknowledges and agrees that chargebacks will result in losses to BesidesWork in excess of the amount of the underlying transaction and that by refunding transactions in advance of a chargeback BesidesWork is mitigating such losses and its damages with respect to Organiser’s breach of this Merchant Agreement. If you do not remit funds to BesidesWork that are sufficient to cover mandatory refunds as described by Sections 4 and 5 for an event cancellation or nonperformance, then you acknowledge and agree that the amount of such funds shortfall will become due and owing from you to us under the Terms of Service, including this Merchant Agreement, until you have satisfied the amount in full and such amounts are also subject to the provisions of Sections 5.1(b) and 6 of this Merchant Agreement.
5.2. Event postponed or change of venue
If an event is moved from its advertised venue and / or the date is changed, tickets already purchased may remain valid should the Customer wish to attend the revised Event. If not, BesidesWork will refund the purchase price of a Customer's tickets. Customers must contact BesidesWork no later than the Monday following the event's revised date.
5.3. Significant Change to Event
Should the content be substantially changed from that advertised at the time of purchase, then BesidesWork will on request refund the purchase price of a Customer's tickets including (in the case of those tickets sold through any of BesidesWork platforms) our fee our commission; whether that fee was originally presented as a separate item or was included within the stated face value of the ticket. Customers must contact us as soon as possible and no later than the Monday following the event's stated date.
5.4. Refunds requested after the Transfer of Funds
Customers are required to contact BesidesWork no later than the Monday following the event to request refunds due to a postponed event, change of venue or significant change to event or line-up. Refunds can then be processed prior to the transfer of ticket income to the Event Organiser. BesidesWork will not be able to process refunds after the Monday following the event unless the refund is due to an event cancellation that we have retained funds to cover all ticket refunds.
If Customers request refunds of their tickets after the Funds have been transferred to the Event Organiser, the ultimate responsibility for the refund will still lie with the Event Organiser. BesidesWork will continue to be in charge of processing the refunds and all Refund policies and the right of setoff will still be applicable as set forth within Section 5 of this Merchant Agreement.
IN ANY CASE, FAILURE BY THE EVENT ORGANISER TO PAY THE REQUIRED FUNDS TO PROCESS THE REFUNDS WITHIN FIFTEEN (15) DAYS AFTER RECEIVING WRITTEN NOTICE FROM BESIDESWORK WILL RESULT IN THE BEARING OF INTERESTS AND OTHER ASSOCIATED COSTS SUBJECT TO THE PROVISIONS OF SECTION 6.1 AND 6.2 AND, ULTIMATELY, IN THE ACCOUNT BEING SUSPENDED.
6. Remedies
6.1. Non-Exclusive Remedies
In the event that Event Organiser fails to pay to BesidesWork any amount owed pursuant to this Merchant Agreement when due and following a late payment notice being delivered by BesidesWork, such amount shall bear interest calculated from the date due until paid in full at a rate equal to the lesser of (i) one percent (1%) per month, compounded monthly; and (ii) the maximum amount permitted by applicable local, state, provincial, national or other laws, rules or regulations. In the event any amounts are owed by Organiser to BesidesWork under the Terms of Service (including without limitation this Merchant Agreement), BesidesWork may, without limiting its other rights and remedies and to the extent permitted by applicable local, state, provincial, national or other laws, rules or regulations (A) withhold any amounts due to the Event Organiser, whether for a particular event or for any other event that Organiser lists through the Services and use the withheld amount to setoff the amount owed by Organiser to BesidesWork; or (B) send an invoice to Organiser for such amounts to the extent Organiser’s outstanding balance is insufficient to cover these costs, in which case Organiser shall pay BesidesWork such invoiced amounts within thirty (30) days after the date of the invoice. If payment for any amounts due to BesidesWork hereunder is not made by Organiser when due and after receiving a late payment notice from BesidesWork, BesidesWork reserves the right, in its discretion and without limiting its other rights and remedies, to suspend or terminate Organiser’s registration for the Services (including any and all accounts that Organiser may have). In addition, any such unpaid amounts due and owing to BesidesWork are subject to collections in accordance with Section 6.2.
6.2. Collections and Cost of Recovery
BesidesWork reserves the right to pursue any late and unpaid amounts due and owing to BesidesWork for collections if such amounts are not paid within thirty (30) days after the date of the invoice. In addition, Organiser agrees to promptly and fully reimburse BesidesWork upon its demand for all out-of-pocket costs and expenses, including without limitation, reasonable attorneys’ fees and expenses, incurred by BesidesWork in collecting past due amounts or any other amounts due and owing from Organiser under this Merchant Agreement, the Terms of Service or otherwise. Organiser agrees that if BesidesWork must seek collections for past due amounts and Organiser does not respond or pay in full after receiving a collection notice, BesidesWork reserves the right to pursue outstanding balances through any available legal means in accordance with the Terms of Service.
7. Prohibited Merchants; Prohibited Events; Prohibited Transactions
7.1 Prohibited Merchants
By registering for the Services and accepting this Merchant Agreement, you represent and warrant that:
a) you are not located in, and you are not a national or resident of, any country to which United Kingdom has embargoed goods and/or services of the same type as the Services (“Restricted Countries”);
b) you are not a person or entity or under the control of or affiliated with a person or entity that appears on the Consolidated List of Targets published by the U.K. HM Treasury; and
c) you are not listed in the MasterCard MATCH terminated merchant database or Visa terminated merchant file and your right to access each Card Scheme and each Alternative Form of Payment is not presently revoked or suspended.
If you fall into any of the categories set forth above, as determined by BesidesWork in its discretion, you are a “Prohibited Merchant.”
7.2 Prohibited Events
You may not post events to the Services that:
a) violate or facilitate the violation of any applicable local, state, provincial, national or other law, rule or regulation;
b) would be prohibited under the Payment Scheme Rules;
c) take place in Restricted Countries ; and
d) contain any Content (as defined in the Terms of Use) that would violate the Terms and Conditions of Use.
Any event that falls into any of the categories set forth above, as determined by BesidesWork in its discretion, is a “Prohibited Event.”
7.3 Prohibited Transactions
You represent and warrant that you will not submit for processing through the Services:
a) any transaction that would violate the payment rules set in this Merchant Agreement;
b) any transaction that is fraudulent or criminal in nature;
c) any transaction that would constitute sending money to another party other than for the purchase of bona fide tickets or registrations to, or solicitation of a donation for, events, or sale of items related to such events.
Any transaction that falls into any of the categories set forth above, as determined by BesidesWork in its discretion, is a “Prohibited Transaction.”
7.4. Remedies
In the event that BesidesWork discovers that you are a Prohibited Merchant, that you have advertised a Prohibited Event and/or that you have attempted to process or processed a Prohibited Transaction, then BesidesWork may take any or all of the following actions in its discretion in addition to any and all remedies that BesidesWork may have under the law or elsewhere in the Terms of Service:
a) suspend or terminate your access to BesidesWork Platform;
b) alter, edit, or remove any Prohibited Event or any portion thereof;
c) block, reverse or refund any or all of your transactions;
d) hold any and all funds associated with your account to the extent required by applicable local, state, provincial, national or other law, rule, regulation, judgement or order; and
e) refer you, your events and/or your transactions and information relating to the same to our Payment Processing Partners, the Card Schemes and/or applicable law enforcement agencies for further action.
8. Permitted Uses of the Website
All interactions on the Website must comply with BesidesWork’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 this Merchant Agreement:
A. Submitting any content to the Website that: i) contains personal information of users, such as their email 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 unauthorised 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) scanning or monitoring the Website for data gathering purposes in an effort to track sales, usage, aggregate offering information, pricing information or similar data; iii) scanning or testing the security or configuration of the Website or to breach security or authentication measures; or iv) accessing data not intended for you, such as logging into a server or an account which you are not authorised 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” (as defined in Section 14.2 of the Terms of Use), 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 BesidesWork, 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” (as defined in Section 14.2 of the Terms of Use); 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 BesidesWork; 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 any BesidesWork account for resale or for speculative, false, fraudulent or any other purpose not expressly permitted by these Terms of Use; v) 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); vi) 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; vii) 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; viii) deep-linking to any portion of the Website (including, without limitation, the purchase path for any Ticket) without our express written permission; ix) hyperlinking to the Website from any other website without our written consent; or x) acting illegally or maliciously against the business interests or reputation of BesidesWork and/or its subsidiaries or affiliates, including without limitation BesidesWork Labs, Inc., our activity providers or our services.
9. Customer data
In respect of any personal data (as defined in the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC), the Event Organiser is responsible to ensure that they comply with the applicable laws and continue to comply with any future laws that may amend or replace the existing regime and any guidance notes or guidelines issued by the relevant data protection authority.
10. Disclaimer
The Website and its content are delivered on an "as-is" and "as-available" basis. BesidesWork disclaims all warranties, express or implied, including also any implied warranties of merchantability and fitness for a particular purpose.
BesidesWork 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.
BesidesWork cannot ensure that files you download from the Website will be free of viruses or contamination or destructive features.
BesidesWork 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. BesidesWork makes no guarantee of any specific result from use of this Website or use of the BesidesWork service.
11. Limitation of liability
Whilst we endeavour to ensure that the website is fully operational at all times, on those occasions when there are interruptions to service due to essential maintenance, system upgrades, internet service interruptions or any other factors beyond our control, BesidesWork will not be liable for any indirect, consequential, exemplary, incidental, special or punitive damages, or for lost profits, revenues or business opportunities, even if BesidesWork has been advised of the possibility of such damages.
In no event shall BesidesWork be liable for any indirect or consequential loss or any loss (whether incurred directly or indirectly) of profit, business, revenue, date, goodwill or reputation.
BesidesWork disclaims any and all liability for the acts, omissions and conduct of any third party users, BesidesWork users, advertisers and / or sponsors on the Website, in connection with the BesidesWork service or otherwise related to your use of the Website and /or the BesidesWork service. BesidesWork is not responsible for the products, services, actions or failure to act of any venue, performer, promoter or other third party in connection with or reference on the Website.
Notwithstanding the foregoing, nothing in the Merchant Agreement shall be taken to limit or exclude any liability which BesidesWork may have for (i) death or personal injury arising from BesidesWork negligence; (ii) fraudulent misrepresentation; or (iii) any liability that cannot be excluded or restricted by law.
12. Indemnity
You shall indemnify BesidesWork, defend and hold harmless BesidesWork and its respective successors, assigns, directors, officers, employees and agents and shall keep each of them fully and effectively indemnified against any and all losses, imposed on, incurred by or asserted against them arising from:
1. any breach of the Agreement or breach of warranty by the Event Organiser of the acts or omissions of the Event Organiser, your employees, sub-contractors or agents;
2. any Event or Venue (other than and to the extent that any losses arise directly from breach of this Agreement by BesidesWork or our negligence);
3. any breach of copyright or privacy laws or any other applicable law;
4. any advertisement, marketing or promotion (other than any material produced by BesidesWork), including without limitation the production and placement of fly-posters.
13. Trademarks
BesidesWork, the website and design are registered trademarks of BesidesWork LTD. All rights reserved.
14. Privacy Policy
BesidesWork highly values the privacy of its user's. For more information regarding personal data protection, please refer to the BesidesWork Privacy Policy available here
15. Contact information for Customer service:
E-mail: info@besideswork.co.uk