Terms and Conditions
Updated 22 December 2021
Terms and Conditions
Please read these Terms and Conditions carefully. These Terms and Conditions govern your use of the Hosted Services.
By using the Hosted Services, you accept these Terms and Conditions in full; accordingly, if you disagree with these Terms and Conditions, or any part of these Terms and Conditions, you must not use the Hosted Services.
The Provider will ask for the Customer’s express acceptance of these Terms and Conditions before providing any such services to the Customer.
1.1 In these Terms and Conditions, except to the extent expressly provided otherwise:
“Access Credentials” means the usernames, passwords and other credentials enabling access to the Hosted Services;
“Account” means a User Account or a Venue Account;
“Agreement” means a contract between the parties incorporating these Terms and Conditions, and any amendments to that contract from time to time;
“Business Day” means any weekday other than a bank or public holiday in England;
“Business Hours” means the hours of 09:00 to 17:00 GMT/BST on a Business Day;
“Customer” means the person or entity who registered for an Account. If the User is a Venue Owner, then references to “Customer” in these Terms and Conditions are to both the User and the Venue;
“Customer Confidential Information” means:
(a) any information disclosed by or on behalf of the Customer to the Provider at any time before the termination of the Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure:
(i) was marked or described as “confidential”; or
(ii) should have been reasonably understood by the Provider to be confidential; and
(b) the Customer Data;
“Customer Data” means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer (but excluding analytics data relating to the use of the Platform and server log files);
“Customer Personal Data” means any Personal Data that is processed by the Provider on behalf of the Customer in relation to the Agreement, but excluding personal data with respect to which the Provider is a data controller;
“Data Protection Laws” means the EU GDPR and the UK GDPR and all other applicable laws relating to the processing of Personal Data;
“Documentation” means the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer;
“Effective Date” means the date upon which the Customer registered for an Account;
“EU GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679) and all other EU laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);
“Hosted Services” means the MyHallWizard application, as specified in the Hosted Services Specification, which will be made available by the Provider to the Customer as a service via the internet in accordance with these Terms and Conditions;
“Hosted Services Defect” means a defect, error or bug in the Platform having a material adverse effect on the appearance, operation, functionality or performance of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of:
(a) any act or omission of the Customer or any person authorised by the Customer to use the Platform or Hosted Services;
(b) any use of the Platform or Hosted Services contrary to the Documentation, whether by the Customer or by any person authorised by the Customer;
(c) a failure of the Customer to perform or observe any of its obligations in the Agreement; and/or
(d) an incompatibility between the Platform or Hosted Services and any other system, network, application, program, hardware or software not specified as compatible in the Hosted Services Specification;
“Hosted Services Specification” means the specification for the Platform and Hosted Services set out in Section 1 of Schedule 3 (Hosted Services particulars;
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Personal Data” means personal data under any of the Data Protection Laws;
“Platform” means the platform managed by the Provider and used by the Provider to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;
“Provider” means Hallwizard Limited, a company incorporated in England and Wales (registration number 12763234) having its registered office at 2nd Floor, 2 Woodberry Grove, London N12 0DR;
“Services” means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under these Terms and Conditions;
“Support Services” means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;
“Supported Web Browser” means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari;
“Term” means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;
“Terms and Conditions” means all the documentation containing the provisions of the Agreement, namely the main body of these Terms and Conditions and the Schedules, including any amendments to that documentation from time to time;
“UK GDPR” means the EU GDPR as transposed into UK law (including by the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019) and all other UK laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;
“User” means an individual who uses the Hosted Services;
“User Account” means an Account which permits the user to access the Hosted Services;
“User Interface” means the interface for the Hosted Services designed to allow individual human users to access and use the Hosted Services;
“Venue” means a person, company or other legal entity that operates rooms or other bookable resources which can be booked on an hour-to-hour basis;
“Venue Account” means an Account which can be configured to record bookings in the Venue’s rooms or other bookable resources in accordance with the Hosted Services Specification;
“Venue Owner” means the User who created and manages the Venue Account, and who is responsible for managing the Venue’s subscription; and
“Venue User” means a User who has access to view or update the Venue Account; and
“Website” means the website owned by the Provider and located at https://myhallwizard.com.
2.1 The Agreement shall come into force upon the Effective Date.
2.2 The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 17 or any other provision of these Terms and Conditions.
2.3 Unless the parties expressly agree otherwise in writing, each Venue Account shall create a distinct contract under these Terms and Conditions.
2.4 The Agreement of a Venue Owner to these Terms and Conditions shall bind both the User and the Venue to these terms and Conditions.
- Registration and Accounts
3.1 To be eligible for an Account on the Hosted Services under this Section 3, you must be resident or situated in those countries listed in Section 3 of Schedule 3 (Hosted Services particulars).
3.2 The Customer may register for an Account with our website by completing and submitting the account registration form in the Hosted Services, and clicking on the verification link in the email that the Hosted Services will send to the User.
3.3 Registration shall be for both a User Account and a Venue Account except when the User has received an invitation from a Venue to become a Venue User, in which case registration shall be for a User Account only.
3.4 Subject to the provisions of these Terms and Conditions, a registered User may create a new Venue Account using the “New Venue Account” function in the application.
3.5 The Provider may, within 7 days of the creation date, cancel any Account created under clauses 3.2, 3.3 or 3.4 of these Terms and Conditions at their sole discretion without notice or explanation, provided that the Provider will refund any payment made by the Customer in respect of that Account.
3.6 The User must not allow any other person to use their Account to access the Hosted Services.
3.7 The Customer must notify the Provider in writing immediately if they become aware of any unauthorised use of their Account.
3.8 The User must not use any other User’s Account to access the Hosted Services.
- Hosted Services
4.1 Upon creation of an Account, the Provider hereby grants to the Customer a non-exclusive licence to use the Hosted Services by means of the User Interface for the internal business purposes of the Venue in accordance with the Documentation during the Term.
4.2 The licence granted by the Provider to the Customer under Clause 4.1 is subject to the following limitations:
(a) the User Interface may only be used through a Supported Web Browser; and
(b) a User may only use the User Interface to access a Venue Account for which the User is a Venue User.
4.3 Subject to any limitations expressed in the Hosted Services Specification, a Venue User may invite additional Users to access the Venue Account. Where an invited User does not already have a User Account on the Hosted Services, they must register their User Account in accordance with clauses 3.2 and 3.3 of these Terms and Conditions.
4.4 Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 4.1 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not permit any unauthorised person or application to access or use the Hosted Services;
(c) the Customer must not use the Hosted Services to provide services to third parties;
(d) the Customer must not republish or redistribute any content or material from the Hosted Services;
(e) the Customer must not make any alteration to the Platform, except as permitted by the Documentation;
(f) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services; and
(g) the Customer must not build a competitive product or service or copy any features or functions of the Hosted Service.
4.5 The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentials.
4.6 The Provider shall use reasonable endeavours to maintain the availability of the Hosted Services to the Customer, but does not guarantee 100% availability.
4.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of the Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer’s computer systems or networks;
(d) any breach by the Customer of the Agreement; or
(e) scheduled maintenance carried out in accordance with the Agreement.
4.8 The Customer must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all Venue Users comply with Schedule 1 (Acceptable Use Policy).
4.9 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
4.10 The Customer must not use the Hosted Services in any way that uses excessive Platform resources and as a result is liable to cause a material degradation in the services provided by the Provider to its other customers using the Platform; and the Customer acknowledges that the Provider may use reasonable technical measures to limit the use of Platform resources by the Customer for the purpose of assuring services to its customers generally.
4.11 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
4.12 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
- Scheduled maintenance
5.1 The Provider may from time to time suspend the Hosted Services for the purposes of scheduled maintenance to the Platform, providing that such scheduled maintenance must be carried out in accordance with this Clause 5.
5.2 The Provider shall where practicable give to the Customer prior written notice of scheduled maintenance that will, or is likely to, affect the availability of the Hosted Services.
- Support Services
6.1 The Provider shall provide the Support Services to the Customer during the Term.
6.2 The Provider shall make available to the Customer a helpdesk.
6.3 The Provider shall provide the Support Services with reasonable skill and care.
6.4 The Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Customer must not use the helpdesk for any other purpose.
6.5 The Provider shall respond promptly to all requests for Support Services made by the Customer through the helpdesk.
6.6 The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue.
- Customer Data
7.1 The Customer hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under the Agreement. The Customer also grants to the Provider the right to sub-license these rights to its hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in the Agreement.
7.2 The Customer warrants to the Provider that the Customer Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
7.3 The Provider shall create a back-up copy of the Customer Data at least daily, shall ensure that each such copy is sufficient to enable the Provider to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 30 days.
7.4 Within the period of 3 Business Days following receipt of a written request from the Customer, the Provider shall use all reasonable endeavours to restore to the Platform the Customer Data stored in any back-up copy created and stored by the Provider in accordance with Clause 7.3. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration.
- No assignment of Intellectual Property Rights
8.1 Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.
9.1 To become a subscriber to the Hosted Services, the Customer must pay on behalf of the Venue the applicable subscription fees.
9.2 The period of subscription will commence immediately payment has been successfully made. If the Provider has granted a free trial to the Customer, the free trial will end immediately, and no refund will be given for any unused days in the free trial.
9.3 The order process is conducted by the Provider’s online reseller Paddle.com. Paddle.com is the Merchant of Record for all orders, and handles order-related inquiries and returns.
9.4 The Provider shall offer the Customer a 30-day money-back guarantee, commencing from the start of the first period of subscription. During this time, the Customer may cancel the subscription and request a full refund of any monies paid in relation to the period of subscription. For the avoidance of doubt, the 30-day money-back guarantee does not apply to subscriptions once they have been renewed.
9.5 For so long as the Customer’s account and subscription remain active in accordance with these terms and conditions, the Provider shall provide the Hosted Services specified in the Hosted Services Specification in relation to the Customer’s subscription type.
9.6 The Provider may from time to time vary the benefits associated with a subscription by giving the Customer written notice of the variation, providing that the Customer shall have the right to cancel their subscription. The Provider will refund to the Customer any amounts paid to the Provider in respect of any period of subscription after the date of such cancellation.
9.7 At the end of any period of subscription for which the Customer has paid, and subject to the other provisions of these terms and conditions, the Customer’s subscription will be automatically renewed and the Customer must pay to the Provider the applicable subscription fees, unless the Customer has cancelled the subscription using the cancellation facility in the application before the date of renewal.
10.1 The fees in respect of our website services will be as set out in Section 2 of Schedule 3 (Hosted Service particulars).
10.2 All amounts stated in these terms and conditions or on the Website are stated inclusive of VAT unless otherwise stated.
10.3 This Customer must pay the fees in respect of the Hosted Services in advance, by debit or credit card or PayPal.
10.4 The Provider may vary fees from time to time by posting new fees on the Website, but this will not affect fees for services that have been previously paid.
10.5 If the Customer disputes any payment made to the Provider, the Customer must contact the Provider immediately and provide full details of the Customer’s claim.
10.6 If the Customer makes an unjustified credit card, debit card or other charge-back then the Customer will be liable to pay the Provider, within 7 days following the date of the Provider’s written request:
(a) an amount equal to the amount of the charge-back;
(b) all third party expenses incurred by the Provider in relation to the charge-back (including charges made by the Provider’s or the Customer’s bank or payment processor or card issuer);
(c) an administration fee of GBP 25.00 including VAT; and
(d) all the Provider’s reasonable costs, losses and expenses incurred in recovering the amounts referred to in this Section 10.6 (including without limitation legal fees and debt collection fees),
and for the avoidance of doubt, if the Customer fails to recognise or fail to remember the source of an entry on the Customer’s card statement or other financial statement, and makes a charge-back as a result, this will constitute an unjustified charge-back for the purposes of this Section 10.6.
10.7 If the Customer owes the Provider any amount under or relating to these terms and conditions, the Provider may suspend or withdraw the Hosted Services without notice.
10.8 The Provider may at any time set off any amount that the Customer owes to the Provider against any amount that the Provider owes to the Customer, by sending the Customer written notice of the set-off.
- Confidentiality obligations
11.1 Both parties must:
(a) keep the Confidential Information of the other party strictly confidential;
(b) not disclose the Confidential Information of the other party to any person without the other party’s prior written consent;
(c) use the same degree of care to protect the confidentiality of the Confidential Information as they use to protect their own confidential information of a similar nature, being at least a reasonable degree of care;
(d) act in good faith at all times in relation to the Confidential Information; and
(e) not use any of the Confidential Information for any purpose other than that for which it was provided.
11.2 Notwithstanding Clause 11.1, a party may disclose the Confidential Information to their officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information for the performance of their work with respect to this Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information.
11.3 This Clause 11 imposes no obligations upon either party with respect to Confidential Information that:
(a) is known to the party before disclosure under this Agreement and is not subject to any other obligation of confidentiality;
(b) is or becomes publicly known through no act or default of the party; or
(c) is obtained from a third party in circumstances where the recipient has no reason to believe that there has been a breach of an obligation of confidentiality.
11.4 The restrictions in this Clause 11 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Provider on any recognised stock exchange.
11.5 The provisions of this Clause 11 shall continue in force indefinitely following the termination of this Agreement.
- Data protection
12.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.
12.2 The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Agreement.
12.3 The Customer shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to the Agreement:
(a) the Personal Data of data subjects falling within the categories specified in Section 1 of Schedule 2 (Data processing information); and
(b) Personal Data of the types specified in Section 2 of Schedule 2 (Data processing information).
12.4 The Provider shall only process the Customer Personal Data for the purposes specified in Section 3 of Schedule 2 (Data processing information).
12.5 The Provider shall only process the Customer Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 12.
12.6 The Provider shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to a third country under the Data Protection Laws), as set out in these Terms and Conditions.
12.7 The Customer hereby authorises the Provider to make the following transfers of Customer Personal Data:
(a) the Provider may transfer the Customer Personal Data internally to its own employees, offices and facilities in the England;
(b) the Provider may transfer the Customer Personal Data to its third party processors in the jurisdictions identified in Section 5 of Schedule 2 (Data processing information) and may permit its third party processors to make such transfers, providing that such transfers must be protected by any appropriate safeguards identified therein; and
(c) the Provider may transfer the Customer Personal Data to a country, a territory or sector to the extent that the competent data protection authorities have decided that the country, territory or sector ensures an adequate level of protection for Personal Data.
12.8 The Provider shall promptly inform the Customer if, in the opinion of the Provider, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.
12.9 Notwithstanding any other provision of the Agreement, the Provider may process the Customer Personal Data if and to the extent that the Provider is required to do so by applicable law. In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless that law prohibits such information.
12.10 The Provider shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
12.11 The Provider and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data.
12.12 The Provider must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. In the case of a general written authorisation, the Provider shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the Customer may terminate the Agreement on 7 days’ written notice to the Provider, providing that such notice must be given within the period of 7 days following the date that the Provider informed the Customer of the intended changes. The Provider shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on the Provider by this Clause 12.
12.13 As at the Effective Date, the Provider is hereby authorised by the Customer to engage, as sub-processors with respect to Customer Personal Data, the third parties, and third parties within the categories, identified in Section 5 of Schedule 2 (Data processing information).
12.14 The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer’s obligation to respond to requests exercising a data subject’s rights under the Data Protection Laws.
12.15 The Provider shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 12.15.
12.16 The Provider must notify the Customer of any Personal Data breach affecting the Customer Personal Data without undue delay and, in any case, not later than 72 hours after the Provider becomes aware of the breach.
12.17 The Provider shall make available to the Customer all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause 12 and the Data Protection Laws. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 12.17.
12.18 The Provider shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.
12.19 The Provider shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of the Provider’s processing of Customer Personal Data with the Data Protection Laws and this Clause 12. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 12.19.
12.20 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under the Agreement, then the parties shall use their best endeavours promptly to agree such variations to the Agreement as may be necessary to remedy such non-compliance.
13.1 The Provider warrants to the Customer that:
(a) the Provider has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions;
(b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider’s rights and the fulfilment of the Provider’s obligations under these Terms and Conditions; and
(c) the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.
13.2 The Provider warrants to the Customer that:
(a) the Platform and Hosted Services will conform in all material respects with the Hosted Services Specification;
(b) the Hosted Services will be free from Hosted Services Defects;
(c) the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and
(d) the Platform will incorporate security features reflecting the requirements of good industry practice.
13.3 The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with these Terms and Conditions, will not breach any laws, statutes or regulations applicable under English law.
13.4 The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with these Terms and Conditions, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.
13.5 If the Provider reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with these Terms and Conditions infringes any person’s Intellectual Property Rights, the Provider may at its own cost and expense:
(a) modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or
(b) procure for the Customer the right to use the Hosted Services in accordance with these Terms and Conditions.
13.6 The Customer warrants to the Provider that it has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions.
13.7 All of the parties’ warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.
- Acknowledgements and warranty limitations
14.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.
14.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.
14.3 The Customer acknowledges that the Hosted Services are designed to be compatible only with that software and those systems specified as compatible in the Hosted Services Specification; and the Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems.
14.4 The Customer acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in these Terms and Conditions, the Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.
- Limitations and exclusions of liability
15.1 Nothing in these Terms and Conditions will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
15.2 The limitations and exclusions of liability set out in this Clause 15 and elsewhere in these Terms and Conditions:
(a) are subject to Clause 15.1; and
(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.
15.3 Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.
15.4 The Provider shall not be liable to the Customer in respect of any loss of profits or anticipated savings.
15.5 The Provider shall not be liable to the Customer in respect of any loss of revenue or income.
15.6 The Provider shall not be liable to the Customer in respect of any loss of use or production.
15.7 The Provider shall not be liable to the Customer in respect of any loss of business, contracts or opportunities.
15.8 The Provider shall not be liable to the Customer in respect of any loss or corruption of any data, database or software.
15.9 The Provider shall not be liable to the Customer in respect of any special, indirect or consequential loss or damage.
15.10 The liability of the Provider to the Customer under the Agreement in respect of any event or series of related events shall not exceed the total amount paid and payable by the Customer to the Provider under the Agreement in the 12 month period preceding the commencement of the event or events.
15.11 The aggregate liability of the Provider to the Customer under the Agreement shall not exceed the total amount paid and payable by the Customer to the Provider under the Agreement.
- Force Majeure Event
16.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement, that obligation will be suspended for the duration of the Force Majeure Event.
16.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must:
(a) promptly notify the other; and
(b) inform the other of the period for which it is estimated that such failure or delay will continue.
16.3 A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
17.1 The Customer may cancel their Account using the “Delete Venue” function under Venue Settings and/or “Delete Account” under My Profile. In the event that the Customer deletes their User Account, any Venue Account for which the User is the Venue Owner will also be deleted. Except as provided for in clause 9.4, the Customer will not be entitled to any refund for any unused period of any subscription.
17.2 Either party may terminate the Agreement by giving to the other party at least 30 days’ written notice of termination.
17.3 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of these Terms and Conditions.
17.4 Subject to applicable law, either party may terminate the Agreement immediately by giving written notice of termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up[ (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement)]; or
(d) if that other party is an individual:
(i) that other party dies;
(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
(iii) that other party is the subject of a bankruptcy petition or order.
- Effects of termination
18.1 Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 4.12, 10.5, 10.6, 10.8, 11, 12, 15, 18, 21 and 22.
18.2 Except to the extent expressly provided otherwise in these Terms and Conditions, the termination of the Agreement shall not affect the accrued rights of either party.
18.3 Within 30 days following the termination of the Agreement for any reason:
(a) the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the termination of the Agreement; and
(b) the Provider must refund to the Customer any Charges paid by the Customer to the Provider in respect of Services that were to be provided to the Customer after the termination of the Agreement,
without prejudice to the parties’ other legal rights.
19.1 Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods (using the relevant contact details set out in Clauses 19.2 and 19.3):
(a) delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery;
(b) sent by recorded signed-for post, in which case the notice shall be deemed to be received on the day it was delivered and signed for; or
(c) sent by email, in which case the notice shall be deemed to be received on the day the email was sent,
providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.
19.2 The Provider’s contact details for notices under this Clause 19 are as follows:
2 Woodberry Grove
Email address: email@example.com
19.3 The Customer’s contact details for notices under this Clause 19 shall be the address and email address provided by the Customer at registration or updated in the Venue Settings and My Profile.
19.4 The addressee and contact details set out in Clauses 19.2 and 19.3 may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 19.
20.1 Subject to any express restrictions elsewhere in these Terms and Conditions, the Provider may subcontract any of its obligations under the Agreement.
20.2 The Provider shall remain responsible to the Customer for the performance of any subcontracted obligations.
20.3 Notwithstanding the provisions of this Clause 20 but subject to any other provision of these Terms and Conditions, the Customer acknowledges and agrees that the Provider may subcontract to any reputable third party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform.
21.1 No breach of any provision of the Agreement shall be waived except with the express written consent of the party not in breach.
21.2 If any provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
21.3 The Provider may revise these Terms and Conditions from time to time, provided that the Provider shall inform the Customer in writing of any revision of these Terms and Conditions at least 14 days in advance of such changes. The revised terms and conditions will apply to the use of the Hosted Services from the date specified in such notice. If the Customer does not agree to the revised Terms and Conditions, then the Customer may terminate the Agreement on 7 days’ written notice to the Provider, providing that such notice must be given within the period of 7 days following the date that the Provider informed the Customer of the intended changes.
21.4 The Customer hereby agrees that the Provider may assign the Provider’s contractual rights and obligations under the Agreement to any successor to all or a substantial part of the business of the Provider from time to time. Save to the extent expressly permitted by applicable law, the Customer must not without the prior written consent of the Provider assign, transfer or otherwise deal with any of the Customer’s contractual rights or obligations under the Agreement.
21.5 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
21.6 Subject to Clause 15.1, these Terms and Conditions and any Schedules, shall constitute the entire agreement between the parties in relation to the Hosted Services, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
21.7 The Agreement shall be governed by and construed in accordance with English law.
21.8 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.
22.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
22.2 The Clause headings do not affect the interpretation of these Terms and Conditions.
22.3 References in these Terms and Conditions to “calendar months” are to the 12 named periods (January, February and so on) into which a year is divided.
22.4 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
Schedule 1 (Acceptable Use Policy)
1.1 This acceptable use policy (the “Policy“) sets out the rules governing:
(a) the use of the website at https://myhallwizard.com, https://hallwizard.com and https://hallwizard.co.uk, including any sub-domains, any successor website, and the services available on that website or any successor website (the “Services“); and
(b) the transmission, storage and processing of content by you, or by any person on your behalf, using the Services (“Content“).
1.2 References in this Policy to “you” are to any customer for the Services and any individual user of the Services (and “your” should be construed accordingly); and references in this Policy to “us” are to Hallwizard Limited (and “we” and “our” should be construed accordingly).
1.3 By using the Services, you agree to the rules set out in this Policy.
- General usage rules
2.1 You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.
2.2 You must not use the Services:
(a) in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or
(b) in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.
2.3 You must ensure that all Content complies with the provisions of this Policy.
- Unlawful Content
3.1 Content must not be illegal or unlawful, must not infringe any person’s legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
3.2 Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:
(a) be libellous or maliciously false;
(b) be obscene or indecent;
(c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
(d) infringe any right of confidence, right of privacy or right under data protection legislation;
(e) constitute negligent advice or contain any negligent statement;
(f) constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
(g) be in contempt of any court, or in breach of any court order;
(h) constitute a breach of racial or religious hatred or discrimination legislation;
(i) be blasphemous;
(j) constitute a breach of official secrets legislation; or
(k) constitute a breach of any contractual obligation owed to any person.
3.3 You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.
- Graphic material
4.1 Content must be appropriate for all persons who have access to or are likely to access the Content in question.
4.2 Content must not depict violence.
4.3 Content must not be pornographic or sexually explicit.
- Factual accuracy
5.1 Content must not be untrue, false, inaccurate or misleading.
5.2 Statements of fact contained in Content and relating to persons (legal or natural) must be true.
- Negligent advice
6.1 Content must not consist of or contain any legal, financial, investment, taxation, accountancy, medical or other professional advice, and you must not use the Services to provide any legal, financial, investment, taxation, accountancy, medical or other professional advisory services.
6.2 Content must not consist of or contain any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage.
7.1 Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet.
7.2 Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.
7.3 Content must not be liable to cause annoyance, inconvenience or needless anxiety.
7.4 You must not use the Services to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people.
7.5 You must not use the Services for the purpose of deliberately upsetting or offending others.
7.6 You must not unnecessarily flood the Services with material relating to a particular subject or subject area, whether alone or in conjunction with others.
7.7 You must ensure that Content does not duplicate other content available through the Services.
7.8 You must ensure that Content is appropriately categorised.
7.9 You should use appropriate and informative titles for all Content.
7.10 You must at all times be courteous and polite to other users of the Services.
- Marketing and spam
8.1 Content must not constitute or contain spam, and you must not use the Services to store or transmit spam – which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications.
8.2 You must not send any spam to any person using any email address or other contact details made available through the Services or that you find using the Services.
8.3 You must not use the Services to promote, host or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, multi-level marketing schemes, “get rich quick” schemes or similar letters, schemes or programs.
8.4 You must not use the Services in any way which is liable to result in the blacklisting of any of our IP addresses.
- Regulated businesses
9.1 You must not use the Services for any purpose relating to gambling, gaming, betting, lotteries, sweepstakes, prize competitions or any gambling-related activity, except in order to book halls at your own premises for these purposes.
9.2 You must not use the Services for any purpose relating to the offering for sale, sale or distribution of drugs or pharmaceuticals, except in order to book halls at your own premises for these purposes.
9.3 You must not use the Services for any purpose relating to the offering for sale, sale or distribution of knives, guns or other weapons, except in order to book halls at your own premises for these purposes.
10.1 You acknowledge that we do not actively monitor the Content or the use of the Services.
- Data mining
11.1 You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.
12.1 You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.
- Harmful software
13.1 The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.
13.2 The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.
Schedule 2 (Data processing information)
- Categories of data subject
The personal data transferred concern the following categories of data subjects.
Each category includes current, past and prospective data subjects. Where any of the following is itself a business or organisation, it includes their staff.
- Customers and clients (including their staff)
- Types of Personal Data
The personal data transferred concern the following categories of data:
- Personal details, including any information that identiﬁes the data subject and their personal characteristics, including: name, address, contact details.
The personal data transferred concern the following special categories of data:
- Purposes of processing
The personal data transferred will be subject to the following basic processing activities:
- Receive data, including collection, accessing, retrieval, recording, and data entry
- Hold data, including storage, organisation and structuring
- Update data, including correcting, adaptation, alteration, alignment and combination
- Protect data, including restricting, encrypting, and security testing
- Return data to the data exporter or data subject
- Erase data, including destruction and deletion
- Security measures for Personal Data
Data shall be stored in a secure database located within the United Kingdom or European Union (the current location of the data centre is in the Republic of Ireland). Access to the data is possible only for users of the Account, and by employees and officers of the Provider for the purposes of providing the Hosted Service, the Maintenance Services and the Support Services.
Backups of the data are maintained for all points in time within the last 3 days. Snapshots of the database are created on a daily basis, and retained for 30 days.
Firewalls and other appropriate security settings are used to protect and control access to the database and the data centre.
Software is actively monitored for possible vulnerabilities. Any potential vulnerabilities found are resolved once a fix is available and taking into consideration the priority and severity of the potential vulnerability.
All computers used by staff and developers at MyHallWizard sit behind firewalls, are protected from viruses and other malware, and software and devices are kept up-to-date.
- Sub-processors of Personal Data
Customer Personal Data is not currently processed by any sub-processors.
MyHallWizard uses the following sub-processors for the purposes of processing Account Data:
- Amazon Web Services (hosting and email)
- HubSpot (CRM and Support)
- com (invoice and payment management)
- Google Analytics (web analytics)
Schedule 3 (Hosted Service particulars)
- Specification of Hosted Services
The purpose of the Hosted Services is to allow the Customer to manage room bookings on behalf of their Venue.
The Hosted Services are accessed at https://app.myhallwizard.com. Users may register at https://app.myhallwizard.com/register.
The following levels of subscription are defined. Access to the functions and modules of the Hosted Service is restricted according to subscription level, and defined in a table below.
- Free Trial– the Provider may offer the Customer a free trial of the Hosted Services for a period immediately following registration or at any other time at the Provider’s sole discretion.
- Subscribed – this level of access is available to Customers who have an active subscription as set out in clause 9 of the Terms and Conditions.
- Free Tier – this level of access applies to Customers who do not have an active subscription and for whom any Free Trial has expired and who have no more than 2 Rooms configured within their Venue Account; and
- Out of Plan – this level of access shall apply to Customers who do not have an active subscription and for whom any Free Trial has expired and who have more than 2 Rooms configured within their Venue Account.
Venue Users may have the following roles. Subject to any restrictions resulting from the level of subscription, access to functions and modules of the Hosted Service is restricted for Users according to their role:
- Venue Owner– the User who registered the Venue Account in accordance with clauses 2, 3.3 or 3.4 of the Terms and Conditions. Can perform any action including amending venue settings and managing Venue Users, and can manage the subscription;
- Venue Administrator – can perform any action including amending venue settings and managing Venue Users, but cannot manage subscriptions.
- Bookings Administrator – can view and edit bookings, customers, invoices and payments, but cannot amend the venue settings or manage Venue Users.
- Read Only – can view data but cannot change it.
- Users – to invite Users to become Venue Users, define user roles and remove Users from the Venue Account
- Customers– to maintain a database of the Venue’s customers within the Account.
An Import function allows multiple customers to be loaded from a spreadsheet.
- Bookings– to maintain a calendar of room bookings by the Venue’s customers, including single or repeat bookings. Bookings may be provisional or confirmed. The Venue’s customer may optionally be invited to confirm or cancel a provisional booking using a self-service function initiated from an email sent by the Hosted Services.
An Import function allows multiple single bookings to be loaded from a spreadsheet.
- A Public Calendar is optionally available to Customers in the Free Tier or who have Subscribed. The Public Calendar is available as a web page within the Hosted Services, or can be embedded into the Customer’s own website.
- Booking Requests – allows members of the public to request a booking for particular rooms at particular times. A Venue User must review the booking request once it has been raised prior to creating a customer record and a provisional or confirmed Booking.
- Invoices– to create and issue invoices to the Venue’s customers
- Payments– to record payments received from Venue’s customers, allocating each payment against an invoice
- Reports– to provide reporting capabilities against the data stored within the database, including the ability to print reports and to export data in machine-readable formats.
Specific data exports have been built to export data in the format required for loading into certain other systems (e.g. Google Calendar, Xero, Quickfile); the Provider does not warrant that these will work with any particular version of the other system.
- Emails – booking confirmation emails and invoices may be sent directly to the Venue’s customers from the Hosted Service. The Email From address is firstname.lastname@example.org. Venue Administrators and the Venue Owner may amend the email templates to provide wording suitable for the specific Venue. In order to maintain the Provider’s email reputation, validation prevents email from being sent to email addresses with domains which do not exist or do not accept email, or to email addresses which have previously resulted in a hard bounce.
- Venue Settings– to allow the Customer to configure the Venue Account, including, but not limited to Rooms (or other bookable resources), Price Lists, Extras, Customer Categories, Users, Venue Settings, Calendar Settings, Invoice Settings and Email Templates.
- My Profile– to maintain personal settings and preferences on the Account, and change the Account’s password.
The following table lists which functions are available for each different subscription level:
Subscribed – MyHallWizard Standard
Out of Plan
Number of Venue Users
Venue Owner only. Other users are unable to access the Venue Account.
Venue Owner only. Other users are unable to access the Venue Account.
Number of Rooms
Up to 6 roioms
Up to 2 rooms
Unlimited (see Financial Provisions below)
Cannot create rooms
Cannot create or import bookings
Cannot create booking requests
Cannot create booking requests
Cannot create or import customers
Cannot create invoices
Cannot create invoices
Cannot create payments
Cannot create payments
No financial reports or exports to other systems
No financial reports or exports to other systems
Not available (except any automatically sent by the system)
Not available (except any automatically sent by the system)
Hosted Services will be compatible with Supported Web Browsers. The best user experience is when accessed via Windows 10 or MacOS Catalina on a screen of width 1200 pixels or greater, though this is not a requirement of the software.
Although the application can manage the issue of invoices and tracking payments, please note that this is not accounting software and the Provider does not warrant that the software meets any accounting standards.
- Financial provisions
No charge is made for use of the Hosted Services when in a Free Trial, the Free Tier or when Out of Plan.
Charges will be made for Subscribed Venues, in accordance with the tariff published from time to time on the Website. The Subscription may be paid monthly or yearly.
The Subscription allows configuration of up to 6 Rooms within the standard fee. Each additional room created will incur an additional fee of £3 per month (when paid monthly) or £36 per year (when paid yearly). The additional fee will be charged immediately upon creation of the room, and will cover the entire duration of the active subscription, and will be included in any fee payable on renewal. Deletion of Rooms will not result in any refund for the current subscription period, but will remove the additional fee payable on renewal.
In accordance with clause 9.3, the order process is conducted by our online reseller Paddle.com, who are the Merchant of Record for all our orders, and who handle order-related inquiries and returns.
- Geographical Scope
The Hosted Services may be used by Customers resident or located in the following countries or territories:
- United Kingdom
- New Zealand
Customers located in other countries or territories are requested to contact the Helpdesk prior to registering, in order that a review of currency, taxation, language, cultural and legal issues can be reviewed.
Access to the Hosted Services may be disabled for Users located in certain countries for legal or security reasons.
The Helpdesk can be accessed by
- using the Support widget in the bottom right corner of the application;
- via the Support page on the application;
- by emailing email@example.com;
- by phoning +44 333 050 1145.
The Customer is requested to review the Documentation prior to contacting the Helpdesk.
Our standard service level is to respond to all new inquiries made to the Helpdesk within 1 business day.