The EzTenda Platform is made available by EzTenda Limited (Company Number 13341637, AWRS Number: XJAW 000 0011 7485) (“EzTenda”, “us”, “our” or “we”) to you (“Brand”, “you” or “your”) subject to these Terms of Service and the Privacy Policy. Please read these Terms of Service carefully before you use the EzTenda Platform. By using the EzTenda Platform, you agree to become bound by these Terms of Service and the Privacy Policy as updated from time to time, whether you are using the EzTenda Platform as a guest or a user with an EzTenda account (including any demo EzTenda account).
1. THE EZTENDA DIGITAL MARKETPLACE
The EzTenda Platform is a digital marketplace that allows you to enter into Drinks Listing Agreements with Venues. We do not take possession of any drinks or any other goods listed on the EzTenda Platform. You are responsible for and warrant that all information you provide to us and you upload on the EzTenda Platform will be accurate, complete and up-to-date. You acknowledge that we have no control over and cannot guarantee:
the truth, accuracy, reliability or completeness of content on the EzTenda Platform;
the legality or safety of any goods advertised, listed on the EzTenda Platform;
the ability for you (or your wholesalers) to sell the goods or the existence of those goods;
the ability for a Venue to pay for goods or receive delivery of any goods; or
You represent and warrant that you (and your employees, agents and representatives) are at least 18 years old and are of legal age and have the legal right and authority to operate as a Brand (i.e. to sell, promote and/or distribute alcoholic drinks) and to form a binding contract with EzTenda. If you do not meet these requirements you must not create an EzTenda account or use the EzTenda Platform. You must not use the EzTenda Platform if you are legally prohibited from accessing or using the EzTenda that you and a Venue will complete a Drinks Listing Agreement.
We provide the EzTenda Platform on an “as is” basis. We do not make or give any express or implied representations, conditions or warranties in relation to the EzTenda Platform, including that it will operate uninterrupted, be free from defects or viruses or meet your requirements. You acknowledge that the EzTenda Platform may be unavailable for periods of time (scheduled or unscheduled) for maintenance, updates or upgrades and that we do not represent or warrant that the EzTenda Platform will meet any “uptime” or “availability” targets.
2. ACCOUNTS
In order to access the EzTenda Platform, you will need to have an EzTenda account or a demo EzTenda account. If you do not have an EzTenda account, you can create one here https://eztenda.com/signup. Please use your EzTenda account details to log in to the EzTenda Platform.
You are responsible for choosing an appropriate username and password for your EzTenda account and for keeping the password secure. EzTenda representatives will not ask you for your password and you should not reveal it to anyone.
You are responsible for the acts of your employees, agents and representatives and you are liable for all charges incurred on your EzTenda account (whether incurred by you, your employees or contractors or otherwise). You will take reasonable steps to prevent unauthorised access to or use of the EzTenda Platform and will notify EzTenda promptly of any actual or suspected loss, theft or unauthorised use of your EzTenda account. EzTenda is not liable for any activity or unlawful or unauthorised access of the EzTenda Platform. 34605660 Platform or otherwise legally prohibited from buying, selling or consuming alcohol under the laws of the country in which you are a resident or from which you access or use the EzTenda Platform.
If you also wish to use the EzTenda Platform as a Venue:
you must use a separate EzTenda account to the account you use as a Brand;
we may request further information from you and to ask you to demonstrate your status as a Brand and a Venue and if we are not satisfied we reserve the right to suspend or terminate one or more of your accounts;
you warrant and represent that you will not seek to access or use information about any other participants on the EzTenda Platform (e.g. other Venues or other drinks brands and/or wholesalers) for any purposes except creating (through your Venue account) and bidding on (through your Brand account) Drinks Listing Agreements; and
you agree to indemnify EzTenda in full for any loss, cost or damages suffered by it as a result of any breach of this section or non-permitted use of other participants’ information or data.
3. ACCEPTABLE USE AND CONDUCT
When using the EzTenda Platform you will not remove any proprietary notices or use it for any purpose other than its intended purpose. You must not take any action or use the EzTenda Platform in any way that might:
bring EzTenda into disrepute;
affect the ability of EzTenda to provide the EzTenda Platform;
be illegal, or encourage or permit illegal activities;
be libellous, misleading or defamatory;
breach or circumvent any laws or our policies;
infringe any third party’s rights (including intellectual property rights); or
involve threats or incites violence towards individuals or entities, or that violates the privacy or publicity rights of any third party.
Except as expressly described in these Terms of Service, you must not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, distribute, decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any portion of the EzTenda Platform; or access the EzTenda Platform in order to build a product or service which competes with the EzTenda Platform or any other product or service offered by EzTenda from time to time or use or derive any information or data from the EzTenda Platform for any purpose except for bidding on Drinks Listing Agreements.
We may, at our sole discretion, limit the bandwidth and number of downloads/uploads for the EzTenda Platform or restrict usage limits where reasonably required from time to time. As part of the EzTenda Platform, you may store data on EzTenda’s servers or those of third parties. You should ensure that this data is not in breach of any applicable law and does not breach any individual’s data protection or privacy rights. You agree to indemnify EzTenda in full for any loss, cost or damages suffered by it as a result of your use or misuse of the EzTenda Platform.
4. DRINKS LISTING AGREEMENTS
You warrant and represent that you:
have the legal right and authority to sell and/or promote and/or distribute alcoholic drinks or any other goods you advertise or bid with on the EzTenda Platform;
will use all reasonable endeavours to fulfil your obligations under the Drinks Listing Agreement;
have and will maintain all licences and authorisations required to lawfully carry out alcohol-related transactions and deliveries;
you obtain proof from each Venue and their representatives that they are at least 18 years of age prior to delivery; and
any transaction between you and each Venue will comply with all applicable laws, including postage, delivery and fulfilment.
When you bid for a Drinks Listing, you must not:
offer or provide fraudulent or illegally acquired goods;
offer or sell any counterfeit goods or goods that infringe a third party’s intellectual property rights;
manipulate the price of goods offered by you or another member of the EzTenda community; or
interfere with bids by other Brands on that tender or any other tenders for a Drinks Listing Agreement.
In respect of any tenders for Drinks Listings a Venue posts on the EzTenda Platform:
Any pre-conditions or special terms set by the Venue that apply to its Drinks Listing Agreement (in addition to the drinks requirements), by bidding on that tender you promise that you and your business satisfies those pre-conditions and/or will comply with those special terms (as applicable);
You can update a bid at any point before a tender is closed;
You acknowledge that you cannot withdraw a bid once the bid is posted on a tender and that all bids are final unless otherwise agreed by EzTenda or where a Venue amends a tender and the amendments are deemed incompatible with your bid;
A Venue is not compelled to select a preferred bid.
When you enter into a Drinks Listing Agreement (i.e. a bid you submitted is selected by a Venue), you and/or your wholesalers enter into a separate contract for sale between you and/or your wholesalers and the Venue. EzTenda is not a party to that transaction and is not involved in any transaction between you and/or and a Venue. Any contract for the sale of goods is directly between you and/or the wholesalers and the Venue. If you wish for your standard contract for sale or other terms and conditions to apply to a transaction, you must notify this in writing to the Venue along with your bid (including by uploading a copy with the bid on the EzTenda Platform). You will not attempt to apply such terms following notification that your bid is one of the winning. You agree to indemnify EzTenda in full for all costs, loss or damages we may incur in connection with those transactions.
5. SUBSCRIPTION, FEES AND PAYMENT
You agree to a Subscription and to be bound by these Brand Terms of Service and our Privacy Policy, as updated from time to time, which together form a contract between us.
Your Subscription will commence on the day you accept it via the EzTenda Platform or through confirmation with an authorised member of the EzTenda team, and will continue for consecutive Billing Cycles until it is terminated in accordance with clause 7.
You agree to pay EzTenda the Fees to use the EzTenda Platform, in accordance with your Subscription.
You acknowledge that you must pay the Fee whether or not a contract for sale is ultimately concluded, whether or not you or your wholesalers deliver on the requirements of the Drinks Listing Agreement or whether or not you or your wholesalers are paid by the Venue.
If it is revealed that you have underpaid us, you will promptly pay the amounts necessary to rectify such underpayment with interest at a rate of 2% above the Bank of England base rate. All Fees are due and payable within 30 days of issuance of a valid invoice. All amounts are nonrefundable and charged in pounds (£).
You are responsible for any transaction fees incurred. If you are late in paying any Fees, we may (at our sole discretion) suspend your access to the EzTenda Platform until such amounts are received in full or terminate your EzTenda account and/or your access to the EzTenda Platform.
If any amounts are due and payable and not received by EzTenda within 30 days from the date that such amounts fall due and payable than we may, at our sole discretion:
charge interest at the rate of 2% above the Bank of England base rate from the date such amount was due to the date it is paid in full;
transfer the right to receive, recover or pursue such amounts to a third party and you will be liable to us and/or the third party for any associated costs; and/or
notify a commercial credit reporting agency.
We reserve the right to retain Fees or other charges paid if your access and use of the EzTenda Platform is limited, suspended or terminated in accordance with these Terms of Service or if a sale is cancelled or otherwise not completed for any reason whatsoever (whether by EzTenda, the Venue or a third party).
The Fees do not includes any Taxes. If EzTenda are obliged to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide us with an authorised tax exemption certificate from the appropriate taxing authority. The reporting and payment of any such applicable Taxes are your responsibility. Taxes means any duties, customs fees, withholdings or taxes (other than income tax), including any related penalties or interest. You must comply with all applicable tax laws, including the reporting and payment of any taxes arising in connection with your use of the EzTenda Platform.
6. ADDITIONAL SERVICES
Certain aspects of the EzTenda Platform may be provided for an additional charge. If you elect to use paid aspects of the EzTenda Platform, you agree to the pricing and payment listed by EzTenda, which we may update from time to time. We may add new services or features, or amend the Fees or charges for existing services, at any time at our sole discretion.
7. LIMITING OR TERMINATING ACCESS TO THE PLATFORM
We look forward to providing you with access to and use of the EzTenda Platform for so long as you wish to have it. However, there are some circumstances under which your access or use of the EzTenda Platform may be limited or suspended or your EzTenda account may be terminated, including if:
in our opinion, you may be infringing the rights of third parties (including intellectual property rights);
we believe you do not have the legal right or authority to sell the drinks or any other goods you bid to provide on Drinks Listing Agreements;
we learn that you have not delivered on the full requirements of a Drinks Listing Agreement you have agreed with a Venue (including delivery of drinks or other goods at the volume and the time you have agreed);
you commit a breach (or your actions are likely to result in a breach) of these Terms of Service;
we consider that your acts or omissions may threaten the security of the EzTenda Platform or any third party, including the distribution of any malicious malware or viruses;
in our opinion, you are rude or abusive towards other members of the EzTenda Platform or a member/s of the EzTenda community;
you harvest or collect information about the prices, strategy or data of other members of the EzTenda community without their consent;
you use data scraping (or similar automated extraction tools) to extract information from the EzTenda Platform;
we are unable to verify or authenticate the information you have provided to us for the invoicing of Fees or other charges;
you fail to pay the Fees or other charges as and when they are due and payable;
you are located in or your use of the EzTenda Platform takes place in or will take place in any territory in which it is not permitted under local law or you or any of your owners, employees, agents or representatives are on any of the HM Treasury Sanctions List, the OFAC Sanctions List, the EU Consolidated List of Sanctions or the UN Sanctions List; or
in our opinion, we consider it necessary given your past, current or anticipated behaviour, conduct, acts or omissions.
8. THIRD PARTY CONTENT
You may access content or links provided by third parties (including Venues and their licensors) in your use of the EzTenda Platform. You will not remove any third party’s copyright notices or other identifier. EzTenda is not responsible for any content or links provided by any third party. If you believe that any third party content you access through the EzTenda Platform is in breach of any law, regulation or third party’s rights you should notify EzTenda in writing at info@eztenda.com.
9. INTELLECTUAL PROPERTY
You acknowledge that all intellectual property rights in the EzTenda Platform belong to EzTenda, its licensors or (if applicable) the Venues. You will not acquire any rights to the EzTenda Platform (or the intellectual property rights contained in it) from your use of the EzTenda Platform, other than as expressly described in these Terms of Service. You have a non-exclusive, non-transferable right to view, access and use the EzTenda Platform for such time as it is made available by us strictly in accordance with these Terms of Service. The page of the EzTenda Platform listing your Brand shall include basic details about your Brand and a photograph and such other information as we may request, and you provide to us, from time to time. It may also include your Brand logo and you hereby grant us a non-exclusive, royalty-free licence to use and reproduce such logo for the purposes of promoting your Brand on the EzTenda Platform and promoting the EzTenda Platform.
10. COLLECTION AND USE OF YOUR DATA
In order to access the EzTenda Platform, you may be required to provide information about yourself such as your name, address, and billing details. Our Privacy Policy explains how we treat your personal data and protect your privacy when using our services. Any such information you provide to EzTenda must always be accurate, correct, up-to-date and comply with our Privacy Policy.
You agree that EzTenda may make available your personal information, such as your name and email address to Brands for the purposes of processing your transactions. You acknowledge and agree that we may provide your details to a credit reporting agency or a third party provider for the purposes of conducting credit checks, assessing your risk of default, as part of our “know your client” checks or for other regulatory reasons. EzTenda may disclose any or all personal data and contents you have sent, posted or published if required to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.
You agree that we can collect and use Usage Data to: identify errors in the EzTenda Platform and monitor usage statistics for further development or implementation of improvements; and/or to compile statistical and performance information. You agree that we can incorporate or use any suggestions, enhancements, recommendations or other feedback received from you (either directly or indirectly) into the EzTenda Platform or any other EzTenda goods or services.
11. LIMITATION OF LIABILITY
To the maximum extent permitted by law, EzTenda excludes and will not be liable in contract, tort (including negligence), breach of statutory duty or otherwise for any: indirect or consequential loss; loss of profits; loss of revenue; loss of anticipated savings; loss of business or business opportunity; loss of goodwill; or loss of or corruption to data. EzTenda’s total liability in contract, tort (including negligence), breach of statutory duty or otherwise for any claims arising under or in connection with this agreement is limited to an amount equal to 10% of the value of all Fees we have received from you.
You acknowledge that any goods or services purchased by a Venue are provided by you to the Venue pursuant to any terms and conditions separately agreed between you and the Venue.
You acknowledge that EzTenda will have no liability whatsoever in contract, tort (including negligence), breach of statutory duty or otherwise to you in respect of any such transactions. Nothing in these Terms of Service will exclude or limit EzTenda’s liability for: death or personal injury caused by the negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be excluded or limited by law.
12. CHANGES TO THE EZTENDA PLATFORM OR THESE TERMS
We aim to continually improve the delivery and content of the EzTenda Platform and accordingly may make changes to the EzTenda Platform from time to time. New features may be added, but we may also modify or discontinue (temporarily or permanently) components of the EzTenda Platform, in part or in whole. We may occasionally make changes to these Terms of Service and will notify you of material changes via email or notification to your EzTenda account. If EzTenda does make changes to these Terms of Service, all changes will go into effect at the time we post the updated Terms of Service on our website.
13. GENERAL
These Terms of Service are governed by the laws of England and any dispute will be heard by the courts in England. You may not assign any sale contract made pursuant to these Terms of Service and any attempted assignment will be void from the beginning. Failure by EzTenda to enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. If any part of these Terms of Service is held invalid or unenforceable, that part will be construed to reflect the parties original intent or be severed from the agreement and the remaining portions will remain in full force and effect. The terms of these Terms of Service reflect the entire agreement between the parties with respect of the subject matter. Any notices should be sent by registered post to 101 New Cavendish Street, 1st Floor South, London, W1W 6XH, United Kingdom.
14. DEFINITIONS
EzTenda Platform: the digital marketplace located at www.eztenda.com (or such other location as notified by EzTenda) where drinks listing are tendered-as-a-service between venues and drinks brands.
Drinks Listing Agreement: where a Venue agrees to stock a good(s) owned and/or distributed and/or promoted by a Brand in return for support from the Brand.
Drinks Listing Agreement Sheet: the key terms of the Listing Agreement displayed once a preferred bid has been selected.
Privacy Policy: EzTenda’s Privacy Policy (as updated from time to time) which can be found here.
Terms of Service: the terms and conditions set out in these terms of service (as updated from time to time).
Usage Data: data and information relating to or arising from your use of the EzTenda Platform, including data regarding the listing, advertising, purchasing or selling of goods; duration, consistency and manner of your access or use of the EzTenda Platform, your performance or ratings and other statistical information. Venue: any person or organisation listed with EzTenda as a venue.