Trove host terms

Section 1 – introduction

  1. About Trove

    1. We are (and Our Platform is owned and operated by) Zing Technologies Ltd (trading as ‘Trove'), a company registered in England and Wales. Our company registration number is 12539360 and our registered office is at 18 St. Cross Street, 4th Floor, London, England, EC1N 8UN. Our registered VAT number is 346219206 (“we/us/our”). You can contact us via our website or by email at support@trove-life.com.
    2. Trove is a culture-tech platform aimed at nurturing team bonding, human curiosity, resilience and growth through digital shared experiences. Trove is for organisations that want to enrich the lives of their people and seriously tackle the huge challenge of dis-engagement. It is the start of a revolution in the workplace.
    3. These are the terms under which we agree with third party experience providers, known as Trove Hosts (“you/your”), to market and sell your experiences to participants (“Participants”) through our online marketplace platform at trove-life.com (“Our Platform”). Participants will typically be individuals who are employed by Corporate Clients who have agreed with Trove to provide the benefits of Our Platform and the experiences listed within it to their teams (“Corporate Clients”). Please read these terms carefully and ensure that you understand them before submitting a listing to advertise a hosted experience on Our Platform (a “Listing”). You will be required to read and accept these terms when signing up for a Trove account and submitting a Listing.

  2. The Information You Provide To Us

    1. You represent and warrant that the information you provide to us in connection with your application to become a Trove Host on Our Platform is complete and accurate and you'll promptly notify us of any changes to it and keep it up to date, and that any documents you submit to us to support your application or in response to any request from us at any time are either genuine documents or true copies of genuine document.
    2. We may at our option at any time require you to promptly provide us with reasonable evidence that any information you've given us is true and up to date and that such information and your behaviour is in compliance with these terms. Such information includes (but is not limited to) information in connection with your application to become a Trove Host on Our Platform and in any Listing you post. We can suspend or restrict individual Listings until you've supplied this evidence and end this agreement if you don't comply with this requirement.
    3. You permit and instruct us to collect information about you and in connection with your performance of this agreement (including without limitation the experiences you list on Our Platform) and disclose it to tax or other governmental or regulatory authorities as required by law or for compliance with our legal obligations.

  3. Access to and Use of Our Platform

    1. Access to Our Platform is provided “as is” and on an “as available” basis. We aim to make Our Platform available to you and to Participants on a 24/7 basis. We reserve the right to take some or all of our systems offline as reasonably required for routine and emergency maintenance or repairs. We'll give you as much notice of such downtime as is reasonably possible. All communications using the internet may be affected by experiences outside our reasonable control.
    2. Use of Our Platform is subject to our platform Terms and Conditions located athttps://trove-life.com/legal/terms_and_conditions. Please ensure that you have read them carefully and that you understand them.
    3. You may only use Our Platform and the other computer systems that support, operate and comprise Our Platform (“Our Systems”) for listing and selling your experiences and communicating with us and Participants as envisaged in these terms.
    4. You agree to use all reasonable security practices to prevent unauthorised access or damage to Our Systems. These practices include but are not limited to making sure any devices you use to access Our Systems have up to date anti-virus protection and not introducing any viruses into Our Systems, and ensuring that your log-in details for Our Systems are only used by your employees and subcontractors, are not shared between users, and are changed as and when prompted by Our Systems. You agree to tell us immediately if you think that log-in details are being or may be used in an unauthorised way or that the security of Our Systems has been compromised in any other way.

    4. Section 2 - our respective rights and obligations

  4. Authority to Market and Sell Your Experience/s

    1. Subject to clause 4.2, you authorise us to publish your Listing on Our Platform and to facilitate the sale of your advertised hosted experience to Participants and Corporate Clients, taking place at a specified time and date and delivered through an online platform as specified at the time of booking (“Your Experience”), subject to these terms and conditions. You agree that only Participants who book via a Listing will be permitted to attend Your Experience (i.e. that you will not mix non-Trove persons with Participants booked-in via Trove for Your Experience).
    2. You acknowledge that through our marketplace we act as your agent in respect of formation of the contract and that we act as your booking and payment agent and support in facilitating access to Your Experience by Participants, which is paid for by each Participant or the Corporate Client on their behalf, typically through use of pre-paid credits (a “Credit”) on Our Platform. As such, you acknowledge that when a booking is made for Your Experience, you form a private contractual relationship with each Participant or where applicable the Corporate Client, and responsibility and liability for the provision and delivery of Your Experience rests with you, because it is outside of our reasonable control. The contract formed in respect of each sale of Your Experience is between you and each Participant or where applicable, the Corporate Client which has paid for the Participant's attendance of Your Experience. The terms and conditions on which you contract with the Corporate Client/ Participants relating to participation in Your Experience must be provided to us before we publish Your Experience on Our Platform (so that we may make them available to Participants/ Corporate Clients pre-purchase) or they must be clearly displayed next to your Listing, making clear that those terms apply to the provision and delivery of Your Experience. Such terms must comply with applicable law, display all pre-contract information required to be provided, and you agree to comply fully with the terms of any such contracts. Participants/Corporate Clients will be obliged to click to accept the relevant terms before payment is taken and any confirmation email is sent.
    3. You understand that we may be involved in the sale and promotion of experiences which compete with, or are similar to, Your Experience. This contract shall in no way prevent, hinder or inhibit us from selling, distributing, marketing and/or promoting other experiences under our own sales, distribution, promotion and/or marketing channels.

  5. Your Personal Obligations

    1. You agree that each booking of each of Your Experiences must be completed via the Platform, with payment taken (including through use of a pre-paid credit) via the Platform only or as we otherwise direct.
    2. You are responsible for ensuring that Your Experience complies with all applicable laws.
    3. You agree at all times to comply with our Trove Host Code of Conduct, which is incorporated by reference into this agreement, and is available here:https://trove-life.com/legal/website_terms_of_use
    4. You agree you must honour bookings and deliver Your Experiences which have been booked by Corporate Clients/Participants on Our Platform and allow Participants to attend upon confirmation of their booking. It is your responsibility to ensure you are satisfied that Your Experiences are appropriate for notified Participants. By law, you must deliver Your Experience with a reasonable level of skill and care, in accordance with any information that you provide in a Listing, and that match the event advertised.
    5. You must notify us immediately if you receive any complaint from a Participant or Corporate Client on behalf of a Participant relating to Your Experience, so that we can seek to resolve the issue without delay. You agree we are entitled to provide credits to the relevant Participant/Corporate Client for each of your Experiences which has been paid for but where Your Experience has not been delivered fully in accordance with these terms.
    6. You must provide an adequate point of contact within your organisation to liaise with us in connection with Your Experiences, be responsive and co-operate and engage with any complaint resolution process notified to you from time to time. In the event that you have persistent and pervasive low ratings (1-3*), guest engagement level, or insufficient interest and bookings, we may suspend your Listing and terminate our contract with you. You must deal promptly and professionally with any Participant/Corporate Client questions about bookings and you must liaise with us if the question relates to any part of the process we're involved in. You and we will cooperate with each other in trying to resolve any such questions.

  6. Your Rights to Expel a Participant

    1. You have the right to expel a Participant from Your Experience (without any refund or Credit refund as applicable) if their conduct is unacceptable, or in your reasonable opinion may be harmful to your or our reputation, or expulsion is otherwise in the interests of the other Participants. You should keep a clear record of reasons for any expulsion, which may support Trove in supporting you if we are required to provide explanations to Corporate Clients for this.
    2. If there is any such behaviour at Your Experience which has been advertised on Our Platform you must notify us as soon as reasonably possible

    7. Section 3 – Experience bookings

  7. Listings

    1. Once you have set up an account on our Site, you may upload a Listing for publication.
    2. You agree that you will be solely responsible for your Listing and its content. We accept no responsibility for Listings and we do not verify the content or information contained in Your Listing (although we reserve the right to monitor and edit Your Listing as we deem appropriate from time to time). Specifically, you agree, represent, and warrant that you have the right to submit the Listing, that all the information in the Listing is accurate and truthful, that all such information will be kept accurate and up-to-date, and that no personal data will be included that you do not have the right to include.
    3. When submitting a Listing or communicating with Your Experience Participants, you must not submit or otherwise do anything that:
      1. is obscene, deliberately offensive, hateful, or otherwise inflammatory;
      2. promotes violence or the mistreatment of animals;
      3. promotes or assists in any form of unlawful activity;
      4. discriminates against, or is in any way defamatory of, any person, group or class of persons, race, gender, religion, nationality, disability, sexual orientation, or age;
      5. is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
      6. is calculated or is otherwise likely to deceive (including any unsubstantiated or unsupportable claims or comparisons concerning your business or Your Experience with any other business or event);
      7. is intended or otherwise likely to infringe (or threaten to infringe) another person's right to privacy or otherwise uses their personal data in a way that you do not have a right to;
      8. is fraudulent or misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive;
      9. implies any form of affiliation with us where none exists;
      10. infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyrights, patents, trade marks, and database rights) of any other party;
      11. is intended to drive traffic to another website or involves spam or marketing unrelated products, abusing our referral system or making false claims against other members of our community;
      12. would encourage or allow Participants to contact you other than through Our Platform, such as email or social media contact details, website addresses or other links;
      13. use any search engine optimisation techniques which breach search engines' guidelines or involve deception, including but not limited to keyword stuffing;
      14. in any way encourages or incentivises Participants to post a favourable review or to change or withdraw a review;
      15. is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
    4. Neither your Listing nor Your Experience may not include or involve any of the following: sexually explicit or pornographic content, sexually suggestive activities, nudity, any unsafe practices, the usage of weapons, political activities such as campaigning and fundraising, activities that violate national or local laws
    5. Your Listing must clearly show real-time details of the availability, type, nature, date, time, location, duration and any other relevant details relating to Your Experience, including any technology to be used (e.g. Zoom), details of suitability for beginners, intermediate or advanced levels of discipline or other experience or skills required for Your Experience, (if appropriate) and any dangers or hazards involved. If another party is involved, your Listing must state and describe their involvement. Your Listing must not advertise alternate ways to book or attend You Experience, thereby avoiding Our Commission. Your Listing must include all the information about you and Your Experience and how you'll fulfil bookings that are needed to comply with consumer protection law. You are responsible for making sure you comply with the law. For more on these information requirements, please refer to the Trading Standards' advice on online selling at www.businesscompanion.info.
    6. You may set your own prices within the boundaries stated in yourTrove Host Packs (which will be provided to you as part of the onboarding process) and Your Listing must clearly state the Credit-based fees due for Your Experience. Such prices must be transparent and all-inclusive (including VAT). If you change the price for Your Experiences at any time, please allow a reasonable time for revised prices to be displayed on Our Platform. We'll charge Participants/Corporate Clients the price shown on Our Platform at the time they submit their booking, which may be a monetary fee or a Credit-based fee.
    7. You acknowledge that we are not responsible for the content or accuracy of, or for any opinions, views, or values expressed in your Listings. We have no control over, nor any involvement in, Listings, and we accept no responsibility for any actions taken, or for any products or services provided by, you in connection with the Listing.
    8. You agree to cooperate with us and provide us with such information and materials as we may reasonably request in relation to Your Experience and the sale thereof.
    9. We may refuse to publish your Listing in our discretion and we may at any time remove your Listing if it does not comply with the provisions of this contract, or for any other reason. We exclude any liability for such refusal or removal.
    10. You acknowledge that by submitting a Listing, we make no guarantee of generating any particular number of sales or that the Listing will improve the volume of bookings that you receive on Our Platform for Your Experience.
    11. Once a Participant has purchased a booking for Your Experience, we will not be a party to any dispute between you and any Participant or Corporate Client. We will make you aware of any complaints or disputes relating to Your Experience and put you in touch with the Participant/Corporate Client to resolve the issue directly with them. Any claims must be made directly against the party concerned. We will remain involved to provide facilitation services as set out on our Platform, and we may adjudicate upon disputes as they arise. However, we will not be party to them.
    12. Each party warrants to the other that it will comply with all applicable laws, legislation, codes and statutes from time to time in force with respect to its obligations under this contract.

    8. Section 4 – payments, cancellations

  8. Booking, Payment and Refunds

    1. By accepting these terms, you authorise us to charge and take full payment from the Participants and/or Corporate Client on your behalf for the fees due for Your Experience as advertised in any Listing (the “Booking Fees”). References to payments being made or refunds being provided in these terms may include payment made by way of Credits and the reference shall be interpreted, as applicable, in context of the monetary value paid by the Corporate Client for the applicable Credits.
    2. Before forwarding the Booking Fees to you under the terms of this clause, we shall deduct and retain a commission of the equivalent of 20% of the total Booking Fees paid (and any VAT or other sales tax applicable to it, and less any discounts or allowances in respect thereof) in respect of each sale of a place on Your Experience on Our Platform (“Our Commission”), following which we shall transfer to you the Booking Fees minus Our Commission (“Your Payment”). Any and all actions designed to avoid the payment of any fees described in these terms (including, but not limited to Our Commission in this clause) are strictly prohibited.
    3. You must account to HMRC for any VAT due on UK sales of Your Experiences on Our Platform and fully comply with your tax obligations in connection with the use of our services and the offer and sale of Your Experiences on our Site including the collection, reporting, filing and payment of any and all applicable taxes and other governmental assessments.
    4. Bookings can be completed via the Platform by Corporate Clients/ Participants. Once a booking request is made by a Corporate Client/ Participant, an email request will be sent to you requiring you to accept or decline. You must accept or decline that booking within 24hours of the transmission of such request. If you accept, we will send the Corporate Client/ Participant a confirmation email and take payment for the same. If you decline, the Corporate Client/ Participant may choose to request a different date for Your Experience and the same process will be repeated (i.e. subsequent booking requests will be subject to your acceptance).
    5. Once an experience is confirmed, you must tell us as soon as possible, and in any event within the cancellation period referred to in clause 9, if you won't be able to honour the booking.
    6. We shall transfer Your Payment directly into the payment method associated with your account within 72 hours of Your Experience taking place without material complaint or refund request.
    7. If any refunds are due to Participants/ Corporate Clients for failure by you to deliver Your Experience (whether full or partial, including reductions in price, or return of Credits) in accordance with these terms, you agree to reimburse us for the same where you have already received the corresponding payment, or permit the relevant Participant/Corporate Client to receive their Credits back.
    8. If you instruct us to refund a Participant/Corporate Client on your behalf, we'll do so provided we can deduct such sums from money due from us to you. We are not obliged to refund more than the sums collected from the Participant/Corporate at checkout.
    9. We retain the right to retain, and set off all or part of any monies we owe to you against any monies you owe to us, in order to satisfy any refunds or other deductions resulting from complaints relating to Your Experience.
    10. We may refund Participants/Corporate Clients where we reasonably believe that we are required to do so and you agree to indemnify us on demand in relation to the same where you have already received the corresponding payment.
    11. For the avoidance of doubt, Your Payment payable to you by virtue of this clause shall be payable only when the Participant/Corporate Client has completed their Booking and attended Your Experience without material complaint or refund request.

  9. Cancellations

    1. You or the Corporate Client/ Participants of Your Experience may cancel bookings for Your Experience provided at least 72 hours' notice is given prior to the start time of Your Experience (unless cancellation is necessary due to circumstances beyond the cancelling party's reasonable control, in which case as much notice as possible must be given in those circumstances. However, you may choose to extend the 72-hour default cancellation policy period (and if so you must make this clear in supplemental terms published in Your Listing) to optimise your experience delivery and the number of bookings on your page. In the event that you cancel a booking on less than 72 hours' notice (in breach of these terms), you will not receive any part of Your Payment and we will be entitled to charge you for any net financial loss that we suffer due to your cancellation.
    2. If a Corporate Client/ Participant cancels a booking at least 72 hours before Your Experience, you will be notified and you agree that no payment will be due to you. If a Corporate Client/ Participant cancels a booking less than 72 hours before Your Experience, you will receive Your Payment despite Your Experience not having taken place. In the event of any cancellations, you must comply with any further commitments you've made in your Listing or other marketing or advertising with respect to cancellation.

  10. Suspension, Removal, Termination and Complaints

    1. Subject to clause 10.9, you must immediately instruct us to remove a Listing if Your Experience is no longer available (for example if it has been discontinued). Please note, however, that caching or references to your Listing may not be made immediately unavailable (or may not be made unavailable at all where they are outside of our reasonable control).
    2. In some limited circumstances, we may need to suspend the availability of Listings for reasons including, but not limited to, fixing technical problems on Our Platform and we shall have no liability therefor.
    3. Subject to clause 10.9, you may end this contract with us at any time if we have informed you of a forthcoming change to our services, or to these terms that you do not agree to. In all other cases, you must provide us with 30 days' written notice to end this contract, following which we shall remove the availability of Your Experience(s) from Our Platform.
    4. Subject to clause 10.9, you may end this contract with us at any time if we have informed you of a forthcoming change to our services, or to these terms that you do not agree to. In all other cases, you must provide us with 30 days' written notice to end this contract, following which we shall remove the availability of Your Experience(s) from Our Platform. 10.4 Either party may terminate this contract by giving written notice to the other party if that other party: (a) commits any material breach of any of the provisions of this contract and, if the breach is capable of remedy, fails to remedy it within 14 days after being given written notice giving full particulars of the breach and requiring it to be remedied; (b) becomes or is insolvent or is unable to pay its debts (within the meaning of the Insolvency Act 1986) or (except for the purposes of a genuine amalgamation or reconstruction) a petition is presented or meeting convened or resolution passed for winding up the defaulting party or the defaulting party enters into liquidation or compounds with its creditors generally or has a receiver, administrator, or administrative receiver appointed over all or any part of its assets, or any other event analogous to the foregoing in any jurisdiction; or (c) ceases, or threatens to cease, to carry on business.
    5. We may terminate this contract at any time and for any reason, including if in our sole discretion the publishing of your Listing or Your Experience could have a detrimental impact on our business activities, reputation or goodwill, or if we reasonably consider that our continuing to provide services to you could expose us to disrepute, contempt, scandal or ridicule, or would tend to shock, insult or offend the public or reflect unfavourably on Our Platform's reputation or the other suppliers selling on Our Platform.
    6. We reserve the right to suspend or terminate your Listing and your access to Our Platform if we decide to stop providing Our Platform or to stop selling your type of experiences on our Site, if you breach the provisions of these terms, or if you breach the provision of your own terms and conditions with respect to the provision of Your Experience(s), or if any complaints are made about you, Your Experience(s) or your business, or if you've not complied with these terms and your non-compliance is more than trivial or is repeated. In addition, we may take one or more of the following actions:
      1. issue you with a written warning;
      2. take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;
      3. take further legal action against you as appropriate;
      4. disclose such information to law enforcement authorities as required or as we deem reasonably necessary; and/or
      5. any other actions which we deem reasonably appropriate (and lawful).
    7. We'll give you at least 30 days' notice that we are ending this agreement unless our legal, tax or regulatory obligations require us to end this agreement without such notice, or it is imperative for us to end this agreement either immediately or on shorter notice (for example if you become insolvent or we discover that Your experiences are unsafe or if we reasonably suspect you of fraud or of using Our Platform to spam others). If we're suspending or restricting an individual Listing or ending this agreement, we'll normally give you a written statement of the specific facts or circumstances which led to our decision and which of these terms we consider you've broken. If we're acting in response to a notification from someone else, we'll also share the contents of that notification with you. However, we won't give you such a statement if we're subject to a legal, tax or regulatory obligation not to provide the specific facts or circumstances or to set out our reasons.
    8. We hereby exclude any and all liability arising out of any actions (including, but not limited to those set out above) that we may take in response to breaches of these terms.
    9. Notwithstanding any removal, suspension, discontinuation or termination of this contract or Your Experience or any Listing, you must always unconditionally honour and fulfil any and all commitments made with regard to the Listing before such removal, including without limitation the commitment to provide Your Experience in accordance with the Listing.
    10. If you want to complain about our services or the way we've treated you, including because you disagree with us refunding or compensating a customer, restricting or suspending a Listing for Your Experience or ending this agreement, please contact us atsupport@trove-life.com. You and we agree to try our best to resolve all complaints in open communications and good faith.

    11. Section 5 – Miscellaneous legal terms

  11. Liability, Indemnity and Insurance

    1. To the fullest extent permitted by law, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profits, sales, business, revenue, interruption to business, for any loss of business opportunity, goodwill or reputation, loss of anticipating savings, loss or corruption of data or information, pure economic loss, or for any indirect or consequential loss arising out of or in connection with this contract, the publication of any Listing, or the sale or provision of Your Experience.
    2. We shall not be responsible for the provision of inaccurate or misleading information provided by any person or organisation to us who purchases a booking of Your Experience.
    3. Subject to clause 11.4, our total liability to you for all other losses arising out of or in connection with this, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the sum equal to Your Payments we have made to you in the 6-month period immediately prior to the claim.
    4. Nothing in these terms seeks to limit or exclude our liability for death or personal injury caused by our negligence (including that of our employees, agents, or subcontractors); for fraud or fraudulent misrepresentation; or for any other matter in respect of which liability cannot be excluded or restricted by law.
    5. You agree that you are solely and exclusively responsible for the provision and delivery of Your Experience and for Your Listing (and the content thereof) and you will be liable to us and will, to the fullest extent permissible by law, indemnify us on demand for any breach of these terms and any liability which we may incur by reason of us being held out as your agent and any fault or defect in relation to your Listing, the provision or delivery of Your Experience, any actual or alleged infringement of intellectual property rights, or any customer claim against us in relation to the same (whether in relation to Your Experience not complying with your customer terms and conditions, or being fit for purpose or confirming to its description or otherwise). You must pay us an amount (calculated on a full indemnity after-tax basis) equivalent to any liabilities, fines, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and any tax liabilities or third party charges such as brokers' fees) and all interest, penalties and legal costs and all other reasonable professional costs and expenses we incur arising out of or in connection with any such claim. If we ask you to defend or deal with a claim on our behalf, you must get our prior written agreement before settling or compromising it or attempting to do so.
    6. You must maintain appropriate insurance covering liabilities that may arise under Your Experiences, and under these terms in connection with Your Experiences, for as long as they are listed on Our Platform and for one year after they stop being listed. You must provide a copy of the insurance policy and proof of payment of the current premium to us when we ask for it. We reserve the right to require your appropriate policies to have a minimum level of insurance cover to permit you to market Your Experiences on our Platform.

  12. Intellectual Property

    1. Subject to clause 12.2, we (or our licensors, where applicable) own the rights in Our Platform and any content and materials published on it. This contract does not give you any rights therein. You may not copy, reproduce, rent, sell, publish, republish, share, distribute, sub-licence, broadcast or otherwise transmit Our Platform or any content on it (or any part of it) or make it available to the public except as permitted under the Copyright Designs and Patents Act 1988 and you shall not attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Our Platform or its supporting software. You agree you will not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Our Systems in any form or media or by any means, or access all or any part of Our Systems to build a product or service which competes with them.
    2. You (or your licensors, as appropriate) retain ownership of your Listing(s) and all intellectual property rights subsisting therein. By submitting a Listing, you grant us an unconditional, non-exclusive, fully transferable, royalty-free, worldwide licence to use, host, store, archive, syndicate, publish, transmit, adapt, edit, modify, reproduce, distribute, translate, prepare derivative works from, display, perform, and sub-licence any content, data and information (including trademarks and branding) that appear within that Listing for the purposes of operating and promoting Our Platform and advertising and selling Your Experience and Listing (including on our social media channels). Except as stated above, we won't acquire any rights to your materials and any goodwill generated by our use of your materials on Our Platform or through our marketing activities will accrue to you.
    3. In the event that we (Trove) and you (the Trove Host) co-create a copyright-protected work (such as a script) to be delivered as part of Your Experience, by virtue of our original creative collaboration, investment, authorship or contribution (the “Protected Work”), you agree that you shall not use, copy, modify, reproduce, rent, sell, license, publish, share, display, distribute, create derivative works from, perform, broadcast, communicate or otherwise exploit the Protected Work elsewhere. (For these purposes, a 'Protected Work' will be deemed to include any script or other creative work that has been created solely by you as a result of you following any formulaic structure we have provided you with where you have subsequently created, selected and gathered together the content of that script or other creative work based on that structure.) For the avoidance of doubt, nothing in this clause (nor these terms) is intended to prevent you from delivering your experiences outside of Our Platform; it is solely intended to prevent you from delivering a like-for-like experience elsewhere where the experience you deliver for Participants booked-in via Trove has been created as a result of our input and investment.
    4. By submitting or publishing a Listing, you warrant and represent that Your Experience and Listing is original to you and that nothing therein has been copied completely, wholly or significantly from anywhere else, and that all rights in Your Experience and Listing are owned solely, exclusively and absolutely by you, that you are free to licence the same to us, and Your Experience and Listing will not infringe the rights of any third party. You agree to reimburse us for any losses or expenses incurred by us if the warranties and representations in this clause prove untrue or incorrect.

  13. Data Protection Obligations

    1. We'll process your personal data in accordance with our privacy policy: https://trove-life.com/legal/privacy_policy.
    2. We and you may share with each other the following types of personal data we've collected in connection with this agreement (“Shared Personal Data”): names, addresses and contact details of Participants for Your Experiences; information about bookings for Your Experiences; information about queries and complaints in relation to bookings; and any other types of shared personal data about Your Experiences processed from time to time.
    3. We and you agree that we shall only process Shared Personal Data which we receive from the other for the following purposes: fulfilling bookings for Your Experiences; dealing with queries and complaints from Participants about Your Experiences; dealing with each other's employees and individuals working with other organisations for the purposes of operating this agreement.
    4. Both we and you shall comply with all the obligations imposed on a data controller under all applicable data protection and privacy legislation in force from time to time including the EU GDPR and the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to either you or us relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to either you or us (“Data Protection Law”). If either we or you fail to do so, the other can end this agreement.
    5. Both we and you will:
      1. ensure that all necessary notices, consents and lawful bases are in place to enable lawful transfer of the Shared Personal Data to the other as well as to their employees and the entities they use in connection with this agreement (“Permitted Recipients”);
      2. give full information to any data subject whose personal data may be processed under this agreement about the nature of such processing. This includes giving notice that, when this agreement ends, personal data relating to them may be retained by or transferred to one or more of the Permitted Recipients, their successors and assignees;
      3. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
      4. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this agreement;
      5. ensure that appropriate technical and organisational measures are in place to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data. Such measures shall include, but not be limited to, those set out in our privacy policy;
      6. not transfer any Shared Personal Data received outside the EEA without ensuring that:
        • the transfer is to a country approved under UK data protection laws as providing adequate protection;
        • there are appropriate safeguards or binding corporate rules in place, pursuant to UK data protection laws;
        • we or you (as appropriate) otherwise comply with all the obligations imposed under UK data protection laws by providing an adequate level of protection to any personal data that is transferred; and
        • one of the derogations for specific situations in UK data protection laws applies to the transfer.
      7. both we and you shall assist the other in complying with UK data protection laws. The things we and you will do include but are not limited to:
        • consulting the other about any notices given to a data subject in relation to the Shared Personal Data;
        • promptly telling the other about receipt of a data subject rights request in relation to the Shared Personal Data;
        • providing the other with reasonable help in complying with any data subject rights request in relation to the Shared Personal Data;
        • not disclosing, releasing, amending, deleting or blocking any Shared Personal Data in response to a data subject rights request without first consulting the other, wherever possible;
        • helping the other (at the other's cost) to respond to any data subject rights request and to comply with UK data protection law with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;
        • on becoming aware of a breach of UK data protection law (by themselves or the other), notifying the other of it as soon as reasonably possible;
        • when this agreement ends, either deleting or returning Shared Personal Data (and any copies of it) received from the other, unless required by law to store it;
        • using technology compatible with the other's technology to process Shared Personal Data, to ensure that transfers to or from the other don't result in inaccuracies;
        • maintaining complete and accurate records and information to demonstrate that it has complied with these provisions; and
        • providing the other with contact details of at least one employee as point of contact and responsible manager for all issues arising out of UK data protection laws including the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with UK data protection laws.

  14. Events Outside of Our Control (Force Majeure)

    We will not be liable for any failure or delay in performing our obligations where that failure or delay results from any cause that is beyond our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual, or preparations for war), pandemic, epidemic or other natural disaster, or any other event that is beyond our reasonable control.

  15. Other Important Terms

    1. These terms contain the entire agreement between us and you with respect to its subject matter. You acknowledge that you have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of us that is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.
    2. Nothing in these terms shall be construed to place the parties in the relationship of partners, employer and employee, or joint venturers. Except as expressly provided for in these terms, neither party shall have the right or power to obligate or bind the other in any manner whatsoever.
    3. We may transfer (assign) our obligations and rights hereunder to a third party (this may happen, for example, if we sell our business). If this occurs, you will be informed by us in writing. Your rights hereunder will not be affected and our obligations hereunder will be transferred to the third party who will remain bound by them.
    4. You may not transfer (assign) your obligations and rights hereunder without our express written permission.
    5. Unless expressly stated otherwise, these terms are between you and us and are not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these terms.
    6. If any of the provisions of these terms are found to be unlawful, invalid, or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these terms, which shall be valid and enforceable.
    7. No failure or delay by us in exercising any of our rights under these terms means that we have waived that right, and no waiver by us of a breach of any provision of these terms means that we will waive any subsequent breach of the same or any other provision.
    8. We may revise these terms from time to time, including in response to changes in relevant laws and other regulatory requirements. If we change these terms as they relate to the commission structure or make any other significant change affecting you, we will give you reasonable advance notice of the changes and provide details of how to cancel if you are not happy with them.

  16. Confidentiality

    1. Neither you nor we (the recipient) shall at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other (the disclosure), except as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority, or to the recipient's employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the recipient's rights or carrying out its obligations under or in connection with this agreement. The recipient shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the discloser's confidential information comply with this clause.
    2. The recipient shall not use the discloser's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

  17. Law and Jurisdiction

    1. These terms, and the relationship between you and us (whether contractual or otherwise) shall be governed by, and construed in accordance with, the law of England and Wales.
    2. Any disputes concerning these terms, the relationship between you and us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.