1. SUMMARY
This is a summary of our Service Provider Terms of Use. It should not be a substitute for reading the full version below.
This website is operated by Nitram Networks Ltd T/A “OK Who’s Next?”. Throughout these Terms of Use, the terms “we”, “us” and “our” refer to Nitram Networks Ltd T/A “OK Who’s Next?”. We offer this website and associated mobile applications, hereafter referred to as “Our Services”. Our Services are a booking platform for booking and/or purchasing services provided by approved ‘Third Party Service Providers, hereafter called Service Providers.
OK Who’s Next? is an advertising and booking platform on which you can advertise the services which you offer in your business to a much wider range of potential and existing Service Users allowing them book with you.
As part of OK Who’s Next? we give business’ the opportunity to use a personalised Calendar system which will be of great benefit to your business to advertise your availability.
We are responsible for arranging and taking bookings on your behalf and are appointed under these Service Provider Terms of Use as your commercial agent to do so.
For pre-paid OK Who’s Next? bookings, we will collect payments from Service Users on your behalf and successful receipt of payment by us from Service Users will discharge their debt to you. If OK Who’s Next? Service Users are given the option to “Pay at Venue”, we will either deduct our commission (where applicable) from what we owe you or offset any balance owed to us from you. We will send you a monthly Statement which will set out what we owe you for fulfilled bookings, what you owe us (e.g. any commission, processing fees, your monthly subscription fee etc.) and the ending balance (whether you owe us, we owe you or the balance is settled).
If we owe you, we will pay this to your bank account within 3-5 business days of the date of the Statement. If you owe us, we will ask that you pay us within 14 days of the date of the Statement. If the balance is settled, we will indicate on a monthly Statement that there is nothing further needed.
You also grant us ongoing permission under these Service Provider Terms of Use to deduct any outstanding balance by way of direct debit from your bank account, details of which you have provided to us.
If you have any issues with paying your outstanding balance within the required timeframe, please contact us as soon as possible.
A Service User will be identified using their (1) email address; or (2) phone number, or (3) booking reference, together with their first name.
You are responsible for the Services you provide to Service Users in your Business and the contract for those services is between you and the Service User. We are in no way liable to Service Users or you for the Products or Services they receive from you.
You have a number of obligations to OK Who’s Next? in return for receiving our service. These are set out in detail below, but some important ones are as follows:
You agree to pay all applicable charges e.g. commission (where applicable), processing fees, subscription fees etc. Please note that VAT will be applied to all Charges.
You agree not to solicit Service Users to make bookings otherwise than through OK Who’s’ Next?
You agree to process and supply the Service Provider Services to the highest industry standards and legal standards.
You must at all times provide your services on the OK Who’s Next? Website and Apps at the same prices you offer on your own website. However, to provide clarity, you are permitted to offer lower prices or special offers on OK Who’s Next?
You must ensure that you have all licenses, consents, qualifications, authorities & insurance that are required for you to give the services you provide to Service Users.
You must ensure that all content and material uploaded to your profile listing is accurate, not misleading and legally compliant.
Service Users may reschedule or cancel up until 24 hours before the time of the appointment, if that happens OK Who’s Next? are not liable for any costs you may incur or miss.
OK Who’s Next? provides your Service Users the opportunity to purchase OK Who’s Next? vouchers which you are willing to accept for bookings in your business. Any booking made with an OK Who’s Next? voucher will have the voucher value remitted to you within 3-5 working days less any relevant charges (if any) once you have processed an OK Who’s Next? voucher via the website.
If you want to talk to us, please get in touch with our team and we’re happy to help.
Email: support@okwhosnext.com
(FULL VERSION)
Please read these Service Provider Terms of Use (as well as the Booking Terms and Conditions) carefully before you begin using OK Who’s Next? as these will apply to your relationship with OK Who’s Next? We recommend that you print a copy of these Service Provider Terms of Use for future reference. If you do not agree with these Service Providers Terms of Use, you must not use the OK Who’s Next? services.
From time to time these Terms of Use will be updated to provide our Service Providers an optimal service. Your continued use of the OK Who’s Next? will be deemed acceptance of any revised conditions.
2. DEFINITIONS
“Service Provider Terms of Use” means this agreement, which sets out the terms and conditions upon which OK Who’s Next? shall provide our services to our Service Providers.
“Service Provider” means any business/Individual providing products or services and using the OK Who’s Next? website to take bookings and/or advertise their products or services.
“Service User” means any individual using the OK Who’s Next? website or Apps to book a product or service given by a “Service Provider” in plain terms…your Own Customers.
“Our Services” This website, and associated mobile applications, hereafter referred to as “Our Services”.
“App/s” means the online booking application/s on Android or iOS;
“Booking” means any booking made by a Service User for any of the Service Provider services whether made via the Website or the Apps.
“Business Day” means a day other than a Saturday, Sunday or public holiday in Ireland when banks in Ireland are open for business;
“Commission” means the commission payable (if any) by a Service Provider to OK Who’s Next? as set out in these Terms of Use and calculated based on the total amount payable by a Service User for a booking made through OK Who’s Next?
“Charges” means the Commission and/or any applicable fees.
“Service Provider/s Database” means the Service Providers database of Service Users in the Service Providers website.
“Data Protection Legislation” means European Directives 95/46 and 2002/58/EC, GDPR 2018 and any legislation and/or regulation implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them (including the General Data Protection Regulation) and all other applicable laws relating to processing of personal data and privacy that may exist in any relevant jurisdiction.
“Effective Date” means the earlier of (a) a Service Provider begins to receive the OK Who’s Next? services, (b) the date on which the Service Partner ticks the box to confirm its acceptance of this Agreement.
“Pay at Venue Booking” means a booking made using the “Pay At Venue” option where available and therefore not paid for at the time of booking but instead paid directly to the Service Provider on attending the business venue.
“Voucher Booking” means a booking with an electronic voucher which a Service User has used against a booking.
“Fees” means any other fees or Subscription (+ VAT) payable by the Service Provider in order to receive the OK Who’s Next? services.
“Fulfilled Booking” means a booking in respect of which the Service Provider has successfully provided a service to a Service User.
"General Data Protection Regulation" or "GDPR" means Regulation (EU) 2016/679.
“Third Party” has the meaning any party other than a Service Provider including hosting providers, hardware providers, software providers, networking providers, storage providers, payment gateway providers, and any related technology required to run the OK Who’s Next? website.
“Intellectual Property Rights” means all intellectual property rights on a world-wide basis whether currently in existence or otherwise and whether vested or contingent including (without limitation) copyright (including foreign language translation rights), design rights, database rights, rights in any domain names, registered designs, patents, trademarks, trade names, signs and other designations provided the foregoing are of a proprietary nature and all similar rights whether registered or otherwise (including, without limitation, all extensions, reversions, revivals and renewals thereof). The above shall include, in relation to registrable rights, any applications made or rights to make applications in respect of any such rights;
“Material Breach” means a breach (including an anticipatory breach) which is not minimal or trivial in its consequences to OK Who’s Next? including but not limited to a breach of any section of this document. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.
“Page(s)” means the internet page or pages and contents of the Service Providers profile in the OK Who’s Next? website or Apps.
“Service Providers’ Own Customer” means a Service User who books a service directly with the Service Provider and not using the OK Who’s Next? Website or App to make that booking but whose details are stored in the Service Providers Calendar.
“Service Provider Services” means any goods and services which the Service Provider is in the business of providing and supplying to Service Users and which are marketed to Service Users by the Service Provider through use of the OK Who’s Next? service.
“Service Provider Website” means a website powered by OK Who’s Next? and offered as one of the OK Who’s Next? services for a Fee and containing a “Calendar” and APPs connecting Service Users to the Service Provider, hosted at a unique subdomain address at www.okwhosnext.com or, at the discretion of OK Who’s Next? on the Service Providers own domain.
“Service Provider Content” means any information, documentation, equipment, software, photographs, domain name (to the extent used to host a Service Provider site), customised skin/theme or other material (which may include the Service Provider name, logo and any other brand features and Intellectual Property Rights) which may be published on the Page(s) pursuant to this Agreement.
“Processing Fee” means the amount to be paid by the Service Provider to Ok Who’s Next? for any repeat bookings.
“OK Who’s Next?” means a company registered in Ireland under company number 617772.
“OK Who’s Next? booking” means a booking made on the Website or App where at the time of making the booking the Service User chooses a time and/or date at which to receive those Service Provider Services (including where the “Pay at Venue” option is used).
3. OK WHO’S NEXT? SERVICES AND CHARGES
In consideration of payment of the charges and the Service Provider performing all of its other obligations herein and subject to these Terms of Use, OK Who’s Next? shall provide Our Services to a Service Provider, which shall (unless otherwise agreed) include a personal, non-exclusive, non-transferable and fully revocable licence to use Our Services.
In respect of all OK Who’s Next? bookings, including voucher bookings, OK Who’s Next? shall act and is hereby appointed as agent at law for the Service Provider to conclude those bookings with a Service User and (where applicable) collect and process payments on behalf of the Service Provider. Nothing herein shall prevent or limit the Service Provider from remaining fully responsible and liable for the provision and supply of their products or services to Service Users. OK Who’s Next? is solely a technology provider with respect to all bookings.
Where a Service Provider has elected to receive Our Services which attract Fees, if it wishes to cease receiving one or more of those services, the Service Provider must give OK Who’s Next? at least 30 days’ notice in writing and will remain liable to pay any applicable Fees for the duration of the notice period. No refund will be made to any part of a fee paid in advance for that month or part of a month when it is cancelled.
OK Who’s Next? may in its sole discretion, change the amount of any Fees and/or the rate of commission at any time on 30 days’ notice to the Service Provider (“Price Change Notice”). The Service Providers continued use of the OK Who’s Next? services after receipt of such Price Change Notice will be deemed acceptance of the new Fees and/or rate of commission.
4. OK WHOS NEXT? WEBSITE
Subject to payment of applicable charges, a Service Provider may use Our Services including Calendar for the purpose of advertising the availability of the Service Providers own services and for processing bookings for those services for and on behalf of itself only.
The Service Providers use of the OK Who’s Next? website is at the Service Providers sole risk. The service is provided on an “as is” and “as available” basis.
Technical support is provided by email primarily and is a benefit for the Service Provider but is not a right of the Service Partner while using the OK Who’s Next? website.
The Service Provider understands and accepts that:
OK Who’s Next? uses third party vendors and hosting partners to provide the hardware, software, networking, storage, payment gateway, and related technology required to run Our Services.
OK Who’s Next? shall have administrator access to all parts of Our Services, including those parts that have been specifically tailored for the Service Provider.
OK Who’s Next? will track to improve the Our Service to you, using third party tools such as Google Analytics. This tracking will assist OK Who’s Next? in understanding how Our Service is used by Service Providers and will allow OK Who’s Next? to develop and improve Our Service. The Service Provider is responsible for alerting its employees that such tracking will take place.
The Service Provider shall not:
reproduce, duplicate, copy, sell, resell or exploit the whole or any part of Our Services. Allow any third party (including group companies of the Service Provider) to use or access Our Services without express prior written permission from OK Who’s Next? (which may be denied or granted on such terms as OK Who’s Next? in its sole discretion may determine).
Send unsolicited emails, SMS or other electronic forms of marketing to Service Users via OK Who’s Next? (or otherwise); or disclose, share or resell any OK Who’s Next? login details.
OK Who’s Next? does not warrant; that the OK Who’s Next? website will meet the Service Providers specific requirements, that Our Service will be uninterrupted, timely, secure, or error-free, that any information or results that may be obtained from the use of Our Services will be accurate or reliable, that the quality of any products, services, information, or other material purchased or obtained by the Service Provider will meet the Service Providers requirements or expectations, or that any errors in Our Services will be corrected.
The Service Provider expressly understands and agrees that as regards its use of Our Services, OK Who’s Next? shall not be liable for any loss of income or profits, loss of contracts, loss of goodwill, loss of data, or other intangible losses or for any indirect or consequential loss or damage (even if OK Who’s Next? has been advised by the Service Provider of the possibly of such loss or damage) resulting from:
OK Who’s Next? shall not be liable for the Service Providers use of, or inability to use Our Services, unauthorised access to or alteration of the Service Providers transmissions or data, statements or conduct of any third party or Service user on our website or Apps.
OK Who’s Next? will provide the Service Provider with a user account and password which allows the Service Provider to access Our Services. The Service Provider shall safeguard and keep the user account details and password confidential and safely stored and shall not disclose them to any person other than those who need to have access to the OK Who’s Next? website and who are aware of the Service Providers obligations to keep those details secure. The Service Provider shall immediately notify OK Who’s Next? of any suspected security breach or improper use, including any use which would breach this Agreement, OK Who’s Next? reasonable instructions given from time to time and/or applicable law.
5. BACK-UP OF OK WHO’S NEXT DATA
When using our website, the Service Provider shall be responsible for the regular (e.g. daily) back-up of data. Despite regular data back-up, we cannot guarantee the complete back-up of all data entered into Our Services . We shall in particular not be liable for losses that arise because the Service Provider has failed to back up its data, especially any data manually entered into the calendar by the Service provider. The Service Provider shall therefore be responsible for taking steps to prevent the potential temporary failure of data. OK Who’s Next? cannot guarantee the uninterrupted availability of Our Services. OK Who’s Next? shall not be liable for losses, in particular loss of profit, that arise because the Service Provider has failed to take effective steps to ensure that operation of their business continues in the event of a temporary failure of Our Services.
6. SERVICE PROVIDER OBLIGATIONS
In consideration of receiving our services, the Service Provider agrees to pay all applicable Fees and applicable charges to us and to accept all bookings and process and supply the Service Provider own services to the highest industry standards and in line with any specific terms and conditions set out in these Terms of Use generally, and particularly in this Section “Service Provider Obligations” A breach of this section will be a Material Breach of the Terms of Use.
The Service Provider must accept all bookings and may only decline to accept the same in exceptional circumstances, otherwise the Service Provider shall be considered to be in Material Breach of these Terms of Use and may forfeit any payments due to it in connection with these Terms of Use.
If a Service Provider wishes to change the date and/or time or product/service of an OK Who’s Next? booking, in the event that the Service User is unable or unwilling to agree to such change, the Service Provider will cancel the booking via the website. However, if OK Who’s Next? deems it reasonable to do so in the circumstances, and at OK Who’s Next? sole discretion, we may still require the Service Provider to pay the applicable amount of commission and or Fees if any that would have been due from the Service User in respect of that booking.
If a Service Provider needs to cancel a booking, they may do so using the OK Who’s Next? website. However, a Service Provider must take all reasonable steps not to cancel a booking within 24 hours of an appointment time. OK Who’s Next? will at its sole discretion deny access to and/or close a Service Provider account where they deem that Service Provider to be repeatedly cancelling bookings.
OK Who’s Next? is solely a technology provider and only acts as a commercial booking agent. Confirmation and reminder emails will be sent to Service Users on behalf of the Service Provider.
The Service Provider is responsible for ensuring that all Service Provider content (especially details of and prices for the Service Provider products and services) that it publishes or provides in the website to publish on the Page(s) is accurate, correct and not misleading. The Service Provider should only upload photographs to its Page(s) which have been taken at the Service Providers own venue and should always ensure that it has the right to use any such photographs, image, logo, or brand uploaded. Any breach of this section is a Material Breach of the Terms of use.
The Service Provider acknowledges and agrees that its Page(s) on the Website and App should not contain any contact details, direct references or links to the Service Provider or its website, app, platform, tool or other devices or to websites, apps, platforms, tools or other devices of third parties.
The Service Provider must always supply its services on the Website and App at a price which is accurate and conforms with the best available rate offered on the Service Provider’s own website. If a Service User provides proof of a better price available on the Service Providers own website, the Service Provider is obliged to provide the service at the lower price. Failure to do will be deemed a material breach of this section of this agreement.
The Service Provider must ensure that it has obtained the consent of each of its employees (where applicable) and contractors (where applicable) to be advertised on the Website and Apps including but not limited to details such as name, expertise, availability and services offered.
The Service Provider is solely responsible for ensuring that the information on the Website regarding time and date availability is kept completely up to date so that potential Service Users are able to view accurate time and date availability at the time of making a booking.
In respect of OK Who’s Next? bookings made using the “Pay at Venue” option, the commission(if applicable) shall be payable for all such bookings except where a “no show” has been flagged by the Service Provider on the OK Who’s Next? website by 12.00am midnight on the date of the appointment. For the avoidance of doubt, if a “no show” has not been flagged on OK Who’s Next? by midnight on the date of the appointment, the booking will be treated as fulfilled and OK Who’s Next? shall be entitled to receive Commission (where applicable) in respect of that booking.
The Service Provider shall not solicit Service Users to make bookings directly with the Service Provider or otherwise than through the OK Who’s Next? Website and/or Apps. Any breach of this section is a Material Breach of the Terms of use.
Where a Service User makes a booking and the Service Provider encourages that Service User to cancel their booking and make a separate booking directly with the Service Provider, the Service Provider shall be in Material Breach of this Agreement.
If OK Who’s Next? has any reasonable grounds to suspect that the Service Provider has made or attempts to make any direct or indirect attempt to avoid paying any Charges, for example without limitation, by fraudulently flagging a Fulfilled booking using the “Pay at Venue” option as a “no show”, or any other booking, this shall be a Material Breach of this Agreement and shall give OK Who’s Next? the right, without limiting other remedies available to it, to withhold and retain any payments due to the Service Provider under this Agreement, cancel any/or all other bookings made with that Service Provider and immediately suspend the Service Providers account in OK Who’s Next? Website.
7. OK WHO’SNEXT -VOUCHERS
All issued OK Who’s Next? gift vouchers have a 12-month expiry from date of purchase.
Please note that Service Providers cannot accept any OK Who’s Next? vouchers as payment for Service Providers’ Own Customer bookings. OK Who’s Next? vouchers can only be redeemed against a booking made directly on the Website or App.
When a Service User has used an OK Who’s Next? voucher to make a booking, the Service Provider must enter the booking reference into the Website to confirm that the booking has been fulfilled. The amount due to the Service Provider will be remitted in 3-5 working days less commission/or fees (if any). If the services provided are more than the Voucher amount the Service Provider must request payment from the Service User directly for the difference. If the amount due is less than the value of the voucher, then the voucher balance will remain on that voucher.
8. CUSTOMER SERVICE AND COMPLAINTS
Service Provider must use best endeavours to provide the highest quality services to all Service Users and shall promptly deal with any sales enquiries, matters or issues relating to bookings or potential bookings including dealing with Service User complaints.
The Service Provider shall be directly responsible to the Service User for any failure to fulfil the Service User’s expectations or for any other legal liability which arises in respect of the service provided or the attendance or presence of a Service User at the Service Providers Venue, save where such liability arises as a result of OK Who’s Next? negligence.
Ok Who’s Next? shall refer any Service User complaints it receives to the Service Provider and the Service Provider shall acknowledge all complaints, and shall respond to the relevant complaint within 48 hours of the Service Providers receipt of a complaint (whether the complaint has come directly from the Service User or via OK Who’s Next?
The Service Provider shall make all efforts to reach a resolution to any complaints within 14 days and must notify OK Who’s Next? of any correspondence between the Service Provider and the Service User relating to the complaint and generally keep OK Who’s Next? apprised of its progress and the status of the complaint.
The Service Provider hereby acknowledges and accepts that the Website and App includes a reviewing platform, upon which Service Users may post publicly viewable reviews about their experiences with the Service Provider (particularly in relation to the services or products provided by the Service Provider), (“User Generated Content”) and that a selection of reviews from preceding months will also be made available on the Service Providers pages (if applicable). The Service Provider should note that this may not be opted out from and may from time to time contain negative reviews and/or feedback from Service Users, which is outside OK Who’s Next? control.
There is an option for the Service Provider, if they are the subject of any User Generated Content, to reply to reviews about them. However, any content the Service Provider posts in response to User Generated Content must be polite and professional and non-threatening or confrontational, and it may be subject to review by OK Who’s Next? (and may be removed or amended by us at our sole discretion if we deem it reasonably necessary to do so). For the avoidance of doubt, the Service Provider shall have no right to any remedy (including without limitation, any right to terminate this Agreement) as a result of any User Generated Content naming or referring to the Service Provider. However, if the Service Provider, acting reasonably, feels that any Service User Generated Content is defamatory of the Service Provider or any person or in some other way is a violation of any person’s legal rights, the Service Provider may flag and report that User Generated Content to us. In such case, we shall review the same and in our sole discretion take any action it deems necessary or desirable (including, for example, removing or amending the relevant piece of User Generated Content).
9. CUSTOMER DATA
For the purposes of this section, “data controller”, “data processor”, “data subject”, “personal data”, “process”, “processing” and “appropriate technical and organisational measures” shall be interpreted in accordance with applicable Data Protection Legislation.
We and the Service Provider each acknowledge that, for the purposes of the Data Protection Legislation:
in respect of any Service Users’ personal data, the Service Provider and OK Who’s Next? each act as independent data controllers.
in respect of any Service Providers’ personal data, the Service Provider and OK Who’s Next? each act as independent data controllers.
Where we and a Service Provider are independent controllers, each acknowledge and agree that:
save as is required by this section, each party is responsible for its own compliance with Data Protection Legislation, including the GDPR;
the Service Provider must promptly (and in any event within 24 hours of the Service Provider or its employees becoming aware of the matter) notify us of any accidental or intentional damage, alteration, destruction, unauthorised disclosure, loss, misuse or theft of or to the personal data of any Service User which the Service Provider has access to (“Data breach”). Service Provider shall provide full cooperation and prompt assistance to us in respect of its efforts to (i) investigate, remediate, and mitigate the effects of the Data Breach, and (ii) comply with notification obligations to individuals, clients or regulatory authorities;
Service Provider must not do, or omit to do, and must ensure that its personnel and other representatives do not do or omit to do, anything that would cause (or may be reasonably expected to cause) us or Service Providers own Affiliates to be in breach of any provision of any Data Protection Legislation and take all reasonable steps to ensure the reliability of its employees and agents who may have access to any personal data and ensure that such staff and agents are informed of the confidential nature of the personal data and have undertaken training in the laws relating to handling personal data;
Service Provider agrees to implement and maintain appropriate technical and organisational measures in respect of its processing of the personal data sufficient to comply with the Data Protection Legislation and to protect the personal data against unauthorised or unlawful processing and against accidental loss, destruction, damages, theft, alteration or disclosure;
Service Provider agrees to only process personal data of OK Who’s Next? Service Users for providing its services to such Service Users who have expressly agreed by way of opt-in consent to receiving email marketing via the OK Who’s Next? website.
Should a Service Provider, its affiliates or its suppliers need to transfer the personal data of Service Users to locations outside the European Economic Area, the Service Provider takes full responsibility (and accepts full liability) for ensuring that such personal data is processed fully in compliance with Data Protection Legislation in the relevant jurisdiction.
OK Who’s Next? reserves the right to process non-identifying personal data as set out in its Privacy and Cookie Policy currently here www.okwhosnext.com/privacy-policy/ (as may be updated from time to time) and the Service Provider hereby irrevocably and unconditionally agrees and consents to the processing of such data by OK Who’s Next? and further warrants that each Service Provider has been informed how OK Who’s Next? will process their data. Without limiting Service Providers obligations elsewhere in this Agreement, the Service Provider undertakes promptly to include any information reasonably requested by OK Who’s Next? in its website privacy policy or other literature to assist each party in compliance with Data Protection Legislation.
The Service Provider acknowledges that ownership of all Intellectual property rights in OK Who’s Next? website shall vest in OK Who’s Next? or our Affiliates and Service Provider irrevocably and unconditionally assigns with full title guarantee all such rights to OK Who’s Next?
In the event that a Service Provider or one of its employees notifies OK Who’s Next? that it does not wish to receive further marketing materials from OK Who’s Next? and/or its Affiliates, OK Who’s Next? shall promptly (and in any event no later than 48 (forty eight) hours from being so informed) honour such request. Service Provider must provide the request by email to support@okwhosnext.com
The Service Provider undertakes and warrants that it will only process the personal data of Service Users in compliance with Data Protection Legislation and that it, its employees, its partners and its suppliers will only send marketing or promotional communications to Service Users who have given their consent to receive the same. The Service Providers use of the personal data of Service Users is undertaken at the Service Providers sole risk with the Service Provider being responsible and liable for ensuring it, its employees’, its own partners’ and its suppliers’ use fully complies with all applicable Data Protection Legislation.
In the event that a Service User makes a request to either party to exercise one or more of the rights afforded to data subjects under Data Protection Legislation then to the extent that either party reasonably requires input or assistance from the other party in order to give effect to any of the rights afforded, that other party shall provide all such input or assistance within a reasonable timeframe with each party meeting their own costs in doing so;
In the event that either party receives a request from a data protection authority for information relating to this Agreement or the relationship between the parties, that party shall promptly notify the other unless prohibited by law. Any breach of this section by the Service Provider will be a Material Breach of this Agreement.
The Service Provider will indemnify and hold OK Who’s Next? and our Affiliates harmless against all losses, claims, costs, damages or proceedings suffered or incurred by Service Provider and/or its Affiliates arising out of or in connection with the Service Providers breach of this section.
This section in its entirety shall survive the termination or expiry of this Agreement.
10. SERVICE PROVIDER WARRANTIES, LICENSE TO OK WHOS’S NEXT? AND INDEMNITY
The Service Provider shall provide OK Who’s Next? with any content it reasonably requires to be provided with to supply the OK Who’s Next? service.
The Service Provider hereby grants us a non-exclusive, royalty free and worldwide right and license (or sublicense as applicable) to use, reproduce, distribute, sublicense, communicate and make available the Service Provider Content pursuant to this Agreement and which are necessary for us to exercise our rights and perform our obligations under this Agreement.
We may sublicense, make available, disclose and/or offer the Service Provider Content to our Affiliates and third parties (Third Party Platforms). In no event shall we be liable to the Service Provider for any acts or omissions on the part of any Third-Party Platforms. The sole remedy available to the Service Provider in respect of such Third-Party Platforms is to (a) request us (which has the right and not the obligation) to disable and disconnect with such Third-Party Platform in respect of the Service Provider; or (b) terminate this Agreement.
The Service Provider hereby grants us the right to:
remove, edit, cut-down or otherwise amend Service Provider Content published on any Pages, including without limitation where such Service Provider Content does not, in our reasonable opinion, comply with any warranty in this Agreement or is otherwise in breach of the terms of this Agreement; or for any reason decided by us and
make use of search engine optimisation services, pay-per-click advertising, and other mechanisms that embody, incorporate or quote (in whole or part) the trading name of the Service Provider or any brands used in connection with the Service Provider.
The Service Provider warrants, represents and undertakes that:
all Service Provider Content it supplies to us in connection with this Agreement and/or publishes (or provides us for publication) on the Website (and the Distribution Channels, if applicable) will be accurate in all material respects and shall not infringe any other person’s rights (including Intellectual Property Rights) or be defamatory, unlawful, offensive, threatening, or pornographic or otherwise falling below general standards of taste and decency; and
it shall comply with all applicable laws and advertising regulations in the marketing, sale and provision of the Service Provider services and shall obtain all licences, consents, authorities, qualifications and insurance it is either necessary or reasonably prudent for the Service Provider to obtain in respect of all its business activities and personnel (but especially in connection with the provision of its services).
Any breach of the warranties in this above will be a Material Breach of this Agreement.
The Service Provider hereby agrees to indemnify, keep indemnified and hold harmless us and our officers, directors and employees, from and against any and all claims, demands, obligations, actual or alleged causes of action and lawsuits and all damages, liabilities, fines, judgments, costs (including settlement costs), expenses associated therewith (including the payment of reasonable legal charges and disbursements) and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis)) and all other reasonable professional costs and expenses arising out of or in connection with any breach by the Service Provider of any term of this Agreement or arising out of any action brought by any third party relating to the Service Providers’ products or services provided (or not provided), or actions (or failures to act), of the Service Provider or any person (other than us) acting on its behalf, including, without limitation any action brought in connection with any Data Protection Legislation, Service provider content or a Service Users’ visit to the Service Providers venue or place of business.
The Service Provider acknowledges that OK Who’s Next? enters into this Agreement for its own benefit but also as an agent for the benefit and on behalf of each of its officers, directors and employees (each an “Indemnified Third Party” and, collectively, the “Indemnified Third Parties”) and that the rights in respect of indemnification set out above shall be rights and benefits of each such Indemnified Third Party (as if, in each case, a party to this Agreement in its own right). Such rights shall be enforceable under this Agreement by OK Who’s Next? as agent for each such Indemnified Third Party. Notwithstanding the foregoing, the Service Provider and OK Who’s Next? may agree in writing to amend any provision of this Agreement without the consent of any of the Indemnified Third Parties, even if that amendment affects or will affect the rights conferred on any Indemnified Third Party hereunder.
This section shall survive the termination or expiry of this Agreement.
11. PAYMENT TERMS
OK Who’s Next? will issue a statement to the Service Provider once a month.
This statement will show any balance carried over from the previous Statement, if any.
Statement will show what we owe the Service Provider (if anything) in respect of Fulfilled bookings in the period since the last Statement. It will also show what the Service Provider owes us in respect of Fees (if any) since the last Statement (e.g. Commission, subscription, etc) such amounts to be deducted from any amount owing by us (if any) and the resulting account balance (the “Closing Balance”) payable by the Service Provider to OK Who’s Next?
If the Closing Balance is negative, OK Who’s Next? will transfer the closing balance to the Service Provider within 3 to 5 Business Days of the date of the Statement and no further action in respect of that Statement will be required by the Service Provider.
If the Closing Balance is positive, the Service Provider will be required to transfer the closing balance to OK Who’s Next? within 14 days of the date of the Statement to the account details listed in the Statement by whichever means the Service Provider chooses out of those made available by OK Who’s Next? at the relevant time and which may include any and all of bank transfer, credit card, direct debit mandate and/or recurring payment set-up. If the Service Provider has any concerns regarding the Statement or its ability to transfer the closing balance within the required timeframe, the Service Provider should contact OK Who’s Next? as soon as possible.
If the Closing Balance is zero, the Statement will state that the closing balance is settled and there is nothing further for OK Who’s Next? or the Service Provider to do in respect of that Statement.
OK Who’s Next? receives pre-payments from Service Users as the Service Providers commercial booking agent and the Service Users debt to the Service Provider in respect of that shall be discharged when any pre-payment is received by OK Who’s Next?
Unless otherwise agreed in writing between us and the Service Provider, any onward payment of amounts collected by us and due to the Service Provider will be strictly subject to the Service Provider having provided its services pursuant to a booking in accordance with this Agreement;
For the avoidance of doubt, payment in respect of bookings (including voucher bookings) will only be made by us if the Service Provider correctly inserts the unique booking code or booking reference in respect of that booking into OK Who’s Next? website.
The Service Provider shall make all payments due to OK Who’s Next? without any deduction whether by way of set-off, withholding, counterclaim, discount or otherwise. If any sum due from the Service Provider to us under these terms is not paid on or before the due date for payment, all sums owing by the Service Provider to us shall become due and payable immediately and without prejudice to any other right or remedy available to us , we shall be entitled to:
suspend or terminate the provision of our services and this Agreement, including disabling the Service Providers listing and/or pages on the Website and App, until arrangements as to payment or credit have been established which are satisfactory to OK Who’s Next?
charge the Service Provider the cost of obtaining judgment or payment, to include all reasonable professional costs (including legal fees) and other costs of issuing proceedings or otherwise pursuing a debt recovery procedure; and
where the Service provider has multiple venues with OK Who’s Next? offset the sums due from Service Provider to OK Who’s Next? against payments due by us to the Service Provider in relation to those other venues.
The Service Provider shall be responsible for any refunds, chargebacks, banking charges or other administrative expenses (“Bank Charges”) incurred by us as a result of the Service Providers failure to notify us in advance of changes in payment details and/or arrangements, including but not limited to:
bank account details
cancellation of a direct debit mandate
insufficient funds
card expiry
We reserve the right to deduct any sums payable to us by the Service Partner and any such Bank Charges, from any balance collected by us on behalf of the Service Provider, prior to onward payment of any Closing Balance to the Service Provider.
The Service Provider hereby grants permission and a continuous authorisation for the settlement of outstanding amounts owed by the Service Provider to us (such as but not limited to: Sign-Up Fees, Processing Fee, and Commission etc) via direct debit, meaning an instruction given by the Service Provider to its bank such that OK Who’s Next? is authorised to collect outstanding amounts directly from the bank account of the Service Provider.
All payments due from OK Who’s Next? to the Service Provider shall be made via bank transfer using the bank details provided by the Service Provider to OK Who’s Next? (and as set out in the Statement) and it is the Service Providers responsibility to ensure that these details are correct. We will only make payments due to the Service Provider directly to the Service Provider and cannot make payments to any third party. The Service Provider shall fully indemnify us and hold us harmless against any losses, damages or claims arising out of the Service Providers failure to notify us of a change of bank account details including but not limited to any bank charges incurred by us as a result.
We reserve the right to charge interest on all amounts payable to us from the Service Provider which are not paid by the relevant due date at the annual rate of 4% above the official base rate from time to time of the Bank of Ireland. Such interest will accrue on a daily basis from the date on which payment became overdue up to the date on which we receive the full outstanding amount together with all accrued interest.
In the event of a dispute between us and the Service Provider, any undisputed amount of Commission will be paid in accordance with the previous section. The Service Provider must notify us of its disagreement within 14 days of receipt of any Statement setting out in detail the reason. If the Service Provider fails to do so, the Statement shall be deemed accepted by the Service Provider.
The Service Provider is responsible for withholding and reporting taxes applicable to any commission in accordance with all applicable laws and the requests of the relevant tax authorities, including for any interest and penalties imposed for late payment or failure to withhold. If required, the Service Provider shall be solely responsible for agreeing with the relevant tax authorities on the tax treatment of any commission. The Service Provider shall at the request of OK Who’s Next? provide copies of tax payment certificates and/or tax exemption certificates. The Service Provider represents and warrants that it is duly registered with all relevant tax authorities, where applicable.
The Service Provider understands and acknowledges that OK Who’s Next? acts as commercial booking agent and does not provide any services or products offered by a Service Provider to any Service User. The contract for the Service Providers’ services is between the Service Provider and the Service User and as a result, it is the Service Providers responsibility, if the Service Provider is VAT registered, to charge VAT on the total value of the booking and to provide a VAT receipt to the Service user, if requested. OK Who’s Next? only charges VAT to the Service User on the Commission(if any), in consideration for the provision of our Services.
In the event of fraudulent or alleged fraudulent activities by the Service Provider or if we are required by law, court order, governmental instruction, arbitrational decision or by our cancellation policy to make a refund, of all or part of a booking, we reserve the right to claim repayment from the Service Provider of any amount required to be repaid by OK Who’s Next? to the Service User and for any Bank Charges relating thereto.
12. TERM OF AGREEMENT
This Agreement commences on the Effective Date and will continue in effect unless terminated in writing on not less than 30 days’ written notice by either party.
Either party shall be entitled to terminate this Agreement with immediate effect by written notice to the other if:
the other party commits a Material Breach of any of the provisions of this Agreement and either that breach is not capable of being remedied or, in the case of a breach capable of remedy, that party fails to remedy the same within 7 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; or
the other party is in persistent non-material breach (whether remediable or not) of any of the provisions of this Agreement;
an encumbrancer takes possession, or a receiver or receiver manager is appointed over any of the property or assets of that other party;
that other party makes any voluntary arrangement with its creditors or becomes subject to an administration order or examinership;
that other party goes into liquidation (except for the purposes of amalgamation or reconstruction and in such manner that the company resulting there from effectively agrees to be bound by or assume the obligations imposed on that other party under this Agreement);
anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to that other party; or
the other party ceases, or threatens to cease, to carry on business.
Termination of this Agreement, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.
13. CONFIDENTIALITY
Each party acknowledges that, whether by virtue of and in the course of this Agreement or otherwise, it may receive or otherwise become aware of information relating to the other party, their marketing plans, their clients, customers, businesses, business plans, finances, technology or affairs, which is proprietary and confidential to the other party (“Confidential Information”).
Each party undertakes to maintain and procure the maintenance of the confidentiality of Confidential Information at all times and to keep and procure the keeping of all Confidential Information secure and protected against theft, damage, loss or unauthorised access, and not at any time, whether during the term of this Agreement or at any time thereafter, without the prior written consent of the owner of the Confidential Information, directly or indirectly, use, disclose, exploit, copy or modify any Confidential Information, or authorise or permit any third party to do the same, other than for the sole purpose of the performance of its rights and obligations hereunder.
The terms of and obligations imposed by this Section 13 shall not apply to any Confidential Information which: at the time of receipt by the recipient is in the public domain, subsequently comes into the public domain through no fault of the recipient, its officers, employees or agents, is lawfully received by the recipient from a third party on an unrestricted basis or is already known to the recipient before receipt hereunder.
The recipient may disclose Confidential Information in confidence to a professional adviser of the recipient or if it is required to do so by law, regulation or order of a competent authority.
The above section shall survive the termination or expiry of this Agreement.
14. LIABILITY
Our maximum aggregate liability under or in connection with this Agreement, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed the Charges due and payable to OK Who’s Next? hereunder on the date of the event giving rise to the relevant claim. Further, OK Who’s Next? shall not be liable for any loss of income or profits, loss of contracts, goodwill, or other intangible losses or for any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise (even if we have been advised by the Service Provider of the possibility of such loss or damage).
Nothing in this Agreement shall exclude or in any way limit our liability for fraud or for death or personal injury caused by its negligence or for its wilful default or any other liability to the extent the same may not be excluded or limited as a matter of law.
This section in its entirety shall survive the termination or expiry of this Agreement.
15. MISCELLANEOUS
All rights to the Website, App, Service Provider sites and the content on it (save for Service Provider Content) (and all other Intellectual Property Rights belonging to or licensed to OK Who’s Next?) remain vested in OK Who’s Next? at all times. Nothing in this Agreement shall give the Service Provider any rights in respect of any such Intellectual Property Rights or of the goodwill associated therewith. In order to streamline the Website and the content on it (including the Service Provider content), we may, at our absolute discretion and from time to time, amend the format, content and style of venue page descriptions, photos and menus or any other material in the pages.
In the event of a change of control or senior management of the Service Provider, the Service Provider must bring the existence and terms of this Agreement to the new owner or manager’s attention and inform us of the relevant new personnel’s contact details.
Any notice, invoice or other communication which either party is required to serve on the other party shall be sufficiently served if sent to the other party at the address specified in this Agreement (or such other address as is notified to the other party in writing or by email). Notices sent by registered post or recorded delivery shall be deemed to be served three Business Days following the day of posting. In all other cases, notices are deemed to be served on the day when they are actually received.
We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities, so please review our terms regularly.
The relationship of the parties is that of independent contractors dealing at arm’s length. Except as otherwise stated in this Agreement, nothing in this Agreement shall constitute the parties as partners, joint venturers or co-owners.
Neither party may assign, transfer, charge, sub-contract or otherwise deal with any part or all of this Agreement without the prior written consent of the other party (not to be unreasonably withheld, conditioned or delayed).
Subject only to any stated section in this agreement a person who is not a party to this Agreement has no right to enforce any term of this Agreement.
The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party’s right later to enforce or to exercise it.
If any term of this Agreement is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms.
This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing.
This Agreement shall be governed and interpreted in accordance with the laws of Ireland. The parties submit to the exclusive jurisdiction of the Irish courts to settle any dispute or non-contractual obligation arising out of or in connection with this Agreement.
16. Contact Information
Questions about the Terms of Use should be sent to us at support@okwhosnext.com.