NinjA’fro and Service Partner Terms of Business

Last updated June 2020


These Service Partner Terms of Business (as well as the Booking Terms and Conditions) will apply to your relationship with NinjA’fro. Please read these carefully before you begin using the NinjA’fro Services. If you do not agree with these Service Partner Terms of Business, you must not use the NinjA’fro Services. Your access to and use of the Service Partner Services constitutes your agreement to be bound by these terms, which establish a contractual relationship between you as Service Partner and NinjA’fro. These terms expressly supersede prior agreements or arrangements with you. NinjA’fro may terminate these terms or any Service Partner Services with respect to you, or generally cease offering or deny access to the Service Partner Services or any portion thereof, at any time for any reason. NinjA’fro will provide you with as much notice as it reasonably can of such termination, cessation or denial. However, NinjA’fro reserves the right to terminate these terms or any Service Partner Services with respect to you, or generally cease offering or deny access to the Service Partner Services or any portion thereof, immediately at any time without notice if: (i) you are in breach of these terms; (ii) it is impractical to give such notice in the circumstances; or (iii) in the opinion of NinjA’fro, any delay in such termination would expose NinjA’fro, a Customer or a third party to significant risk of harm or damage.

Supplemental terms may apply to certain Service Partner Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Service Partner Services. Supplemental terms are in addition to, and shall be deemed a part of, the terms for the purposes of the applicable Service Partner Services. Supplemental terms shall prevail over these terms in the event of a conflict with respect to the applicable Service Partner Services.

1. DEFINITIONS

• "Account Summary" has the meaning set out in clause 8.3;

• "Affiliate" means in relation to NinjA’fro any entity that from time to time directly or indirectly controls, is controlled by, or is under common control with NinjA’fro;

• "Agreement" or "Service Partner Terms of Business" means this agreement, together with any terms sent to you via email or presented to you on the online Service Partner sign-up page, which together set out the terms and conditions upon which NinjA’fro shall provide the NinjA’fro Services to the Service Partner and which come into effect on the Effective Date;

• "Anti-Slavery Laws" has the meaning set out in clause 11.7;

• "Bank Charges" has the meaning set out in clause 8.8;

• "Booking" means any booking made by a Customer for any of the Service Partner Services, regardless of whether said booking was made via the Website or the Distribution Channels, including but not limited to NinjA’fro Bookings;

• "Booking Terms and Conditions" means NinjA’fro’s booking terms and conditions in relation to the Service Partner Services offered on the Website and available at http://www.ninjafro.co.uk/booking-terms-and-conditions;

• "Business Day" means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

• "Cancellation Fee" has the meaning set out in clause 4.4;

• "Charges" means the Commission and the Fees;

• "Closing Balance" has the meaning set out in clause 8.3;

• "Commission" means the commission (including VAT) owed by the Service Partner to NinjA’fro and calculated as 10% of the total value of the Service Partner Service(s) ordered in a NinjA’fro Booking;

• "Confidential Information" has the meaning set out in clause 10.1;

• "Customer" means any person who purchases or receives the Service Partner Services via the Website or other Distribution Channels, including but not limited to a NinjA’fro Customer;

• "Data Protection Legislation" means European Directives 95/46 and 2002/58/EC and any legislation and/or regulation implemented 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;

• "Distribution Channels" means any third-party website or other media through which the NinjA’fro Services are from time to time advertised to Customers;

• “Early Cancellation” means a cancellation by a NinjA’fro Customer of their NinjA’fro Booking more than, or equal to, 48 hours prior to the time of the relevant appointment;

• "Effective Date" means the earlier of (a) the Service Partner beginning to receive the NinjA’fro Services, or (b) the date on which the Service Partner signs up to receive the NinjA’fro Services via the online Service Partner sign-up page;

• "Fees" means the Cancellation Fee and any other fees (+ VAT) payable by the Service Partner in order to receive the NinjA’fro Services, as set out in any addendum to this Agreement, on the online Service Partner sign-up page and/or in emails between NinjA’fro and the Service Partner; • "General Data Protection Regulation" or "GDPR" means Regulation (EU) 2016/679;

• "Indemnified Third-Party" has the meaning set out in clause 7.8;

• "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 registerable rights, any applications made or rights to make applications in respect of any such rights;

• "Invoice Statement" has the meaning set out in clause 8.3;

• “Late Cancellation” means a cancellation by a NinjA’fro Customer of their NinjA’fro Booking less than 48 hours prior to the time of the relevant appointment;

• "Material Breach" means a breach (including an anticipatory breach) which is not minimal or trivial in its consequences to NinjA’fro, including but not limited to a breach of clauses 4.1, 4.2, 4.6, 4.8, 4.11, 4.15, 4.16, 5.5, 6, 7.6, 8.1 and/or 8.16. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding;

• "NinjA’fro" means NinjA’fro Ltd, a company registered in England and Wales under company number 11968435 and whose registered office is at Kemp House, 152 – 160 City Road, London, EC1V 2NX, with VAT registration number 328093302;

• "NinjA’fro Booking" means a booking made on the Website where at the time of making the booking the Customer chooses a time and/or date at which to receive Service Partner Services;

• "NinjA’fro Customer" means a Customer who books a NinjA’fro Booking via the Website;

• “NinjA’fro Deposit” means a deposit required by NinjA’fro and calculated as 10% of the total value of the Service Partner Service(s) ordered in a NinjA’fro Booking;

• "NinjA’fro Services" means the benefits and services a Service Partner may receive from NinjA’fro, as set out on the online Service Partner sign-up page, in any addendum to this Agreement and/or in emails between NinjA’fro and the Service Partner, in return for paying the Charges to NinjA’fro;

• "Page(s)" means the internet page or pages and contents of the Service Partner’s designated section of the Website or Distribution Channels (including the Service Partner’s NinjA’fro “homepage” and each page for the Service Partner Services offered on the Website) along with any applicable page or pages and contents of the Service Partner’s own website(s);

• “Payment Services” means the payment processing services offered by PayPal to NinjA’fro and Service Partners including services that enable the acceptance of payments from Customers, the routing of money to Service Partners, and the refund of payments to NinjA’fro;

• “PayPal” means PayPal (Europe) S.àr.l. et Cie, S.C.A. PayPal is licensed as a Luxembourg credit institution and is under the prudential supervision of the Luxembourg supervisory authority, the Commission de Surveillance du Secteur Financier (the "CSSF"). The CSSF has its registered office in L-1150 Luxembourg;

• “PayPal Online Card Payment Services Agreement” means the agreement between NinjA’fro and PayPal;

• "Pricing Change Notice" has the meaning set out in clause 2.4;

• "Security Incident" has the meaning set out in clause 6.3;

• "Service Partner" means you, the salon or stylist, who enters into the Agreement with NinjA’fro on the Effective Date, acting on behalf of itself and (if relevant) all its contracted and employed stylists.

• "Service Partner Content" means any information, documentation, equipment, software, photographs which may be published on the Page(s) pursuant to this Agreement;

• “Service Partner Deposit” means the deposit required by a Service Partner (where applicable and at a rate determined by the Service Partner) for each NinjA’fro Booking in respect of which a NinjA’fro Customer chooses to receive that particular Service Partner’s services, to cover a potential Late Cancellation. If applicable, the Service Partner will determine, and notify NinjA’fro by email of, the deposit required as a percentage of the total amount payable by a NinjA’fro Customer for a NinjA’fro Booking;

• “Service Partner Portal” means the web page or pages of the Service Partner’s designated section of the Website, accessible only via the Service Partner’s user account, and provided to the Service Partner under this Agreement as one of the NinjA’fro Services;

• "Service Partner Services" means the hair and/or other goods and services which the Service Partner is in the business of providing and supplying to Customers and which are marketed to Customers by the Service Partner through use of the NinjA’fro Services;

• "Stylist Portfolio Photos" has the meaning set out in clause 4.7;

• “Terms for Payments Without a PayPal Account”, means the agreement between Service Partner and PayPal;

• "Third-Party Platforms" has the meaning set out in clause 7.3;

• “Total Deposit” means the sum of the NinjA’fro Deposit and (if applicable) the Service Partner Deposit, payable by the NinjA’fro Customer on the Website, at the time of making a NinjA’fro Booking;

• "User Generated Content" has the meaning set out in clause 5.5; and

• "Website" means the website at www.ninjafro.co.uk.

2. NINJA’FRO SERVICES AND CHARGES

2.1. In consideration of payment by the Service Partner of the Charges and the Service Partner performing all of its other obligations herein and subject to this Agreement, NinjA’fro shall provide the applicable NinjA’fro Services to the Service Partner.

2.2. In respect of all NinjA’fro Bookings, NinjA’fro shall act and is hereby appointed as agent at law for the Service Partner (also known as disclosed commercial agent of Service Partner) to conclude those Bookings with a Customer and (where applicable) collect and process Service Partner Deposit payments on behalf of the Service Partner. Nothing herein shall prevent or limit the Service Partner from remaining fully responsible and liable for their provision and supply of Service Partner Services to Customers.

2.3. NinjA’fro may contact the Service Partner via e-mail, telephone, SMS or WhatsApp using the contact information provided in the Service Partner Portal in connection with Bookings or other questions regarding NinjA’fro and / or the Service Partner Services.

2.4. NinjA’fro may at 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 Partner ("Pricing Change Notice"). The Service Partner’s continued use of the NinjA’fro Services after receipt of such Pricing Change Notice will be deemed acceptance of the new Fees and/or rate of Commission.

3. SERVICE PARTNER PORTAL

3.1. Subject to payment of applicable Charges, the Service Partner may use the Service Partner Portal for the purpose of processing Bookings of Service Partner Services for and on behalf of itself only.

3.2. The Service Partner’s use of the Service Partner Portal is at the Service Partner’s sole risk. The service is provided on an “as is” and “as available” basis.

3.3. Technical support is provided by email primarily and is a benefit for the Service Partner but is not a right of the Service Partner.

3.4. The Service Partner understands and accepts that:

a) NinjA’fro uses third-party vendors and hosting partners to provide the software, networking, storage, and related technology required to run the Service Partner Portal;

b) NinjA’fro shall have administrator access to all parts of the Service Partner Portal, including those parts that have been specifically tailored for the Service Partner;

c) NinjA’fro will track, using third-party tools such as Google Analytics, the Service Partner’s use of the Service Partner Portal. The tracking will cover each single interaction the user has and the technical details of the browser and device being used and will include but not be limited to (a) appointment creation, (b) editing the information of the Service Partner’s contracted and employed stylists, and (c) viewing
the calendar. This tracking will assist NinjA’fro in understanding how the Service Partner Portal is used by Service Partners and will allow NinjA’fro to develop and improve the Service Partner Portal. The Service Partner is responsible for alerting (if relevant) its contracted and employed stylists that such tracking will take place. References to the tracking are included in NinjA’fro’s Privacy Policy located at http://www.ninjafro.co.uk/privacy-policy and NinjA’fro’s Cookies Policy located at http://www.ninjafro.co.uk/cookies-policy, which should be brought to the attention of (if relevant) the Service Partner's contracted and employed stylists; and

3.5. The Service Partner shall not:

a) reproduce, duplicate, copy, sell, resell or exploit the whole or any part of the Service Partner Portal;

b) allow any third-party (including group companies of the Service Partner) to use or access the Service Partner Portal without express prior written permission from NinjA’fro (which may be denied or granted on such terms as NinjA’fro at its sole discretion may determine);

c) send unsolicited emails, SMS or other electronic forms of marketing to Customers via the Service Partner Portal (or otherwise); or

d) disclose, share or resell any Service Partner Portal login details.

3.6. NinjA’fro does not warrant:

a) that the Service Partner Portal will meet the Service Partner’s specific requirements;

b) that the Service Partner Portal will be uninterrupted, timely, secure, or error-free;

c) that any information or results that may be obtained from the use of the Service Partner Portal will be accurate or reliable; or

d) that any errors in the Service Partner Portal will be corrected.

3.7. The Service Partner expressly understands and agrees that as regards its use of the Service Partner Portal, NinjA’fro shall not be liable for any loss of income or profits, loss of use, loss of business, loss of contracts, loss of goodwill, loss of reputation, loss of data, or other intangible losses or for any incidental, special, indirect or consequential loss or damage, or punitive, exemplary or non-compensatory damages of any kind howsoever arising, (even if NinjA’fro has been advised by the Service Partner of the possibility of such loss or damage) resulting from:

a) the Service Partner’s use of, or inability to use, the Service Partner Portal;

b) unauthorised access to or alteration of the Service Partner’s transmissions or data;

c) statements or conduct of any third-party on the Service Partner Portal; or

d) any other matter relating to the Service Partner Portal.

3.8. NinjA’fro will provide the Service Partner with a user account and password which allows the Service Partner to access the Service Partner Portal. The Service Partner 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 Service Partner Portal and who are aware of the Service Partner’s obligations to keep those details secure. The Service Partner shall immediately notify NinjA’fro of any suspected security breach or improper use, including any use which would breach this Agreement, NinjA’fro's reasonable instructions given from time to time and/or Applicable law.

4. SERVICE PARTNER OBLIGATIONS

4.1. In consideration of receiving the NinjA’fro Services, the Service Partner agrees to pay all applicable Charges to NinjA’fro and to accept all Bookings and process and supply the
Service Partner Services to the highest industry standards and in line with any specific terms and conditions set out in this Agreement generally, and particularly in this clause 4. A breach of this clause 4.1 will be a Material Breach of this Agreement.

4.2. The Service Partner must accept all Bookings and may only decline Bookings in exceptional circumstances, otherwise the Service Partner shall be considered to be in Material Breach of this Agreement and may forfeit any payments due to it in connection with this Agreement.

4.3. In respect of NinjA’fro Bookings, the Service Partner is obliged to comply with the cancellation and rescheduling policy set out in clause 4 of the Booking Terms and Conditions. These can be viewed in full at http://www.ninjafro.co.uk/booking-terms-and-conditions:

a) If a Customer wishes to change the date and/or time of a NinjA’fro Booking, provided the Customer requests to reschedule the appointment at least 48 hours prior to the time of the relevant appointment, by contacting either NinjA’fro or the Service Partner, the Service Partner must endeavour to offer the Customer a suitable alternative booking time and/or date. In the event that a Service Partner is unable or unwilling to accept a change in a NinjA’fro Booking pursuant to a Customer requesting such a change in accordance with this clause 4.3, the Customer may choose to proceed with the Booking or may cancel in accordance with clause 4.3(c) and 4.3(d).

b) There is no requirement on NinjA’fro or the Service Partner to endeavour to offer the Customer a suitable alternative booking time and/or date if the request to reschedule is made less than 48 hours prior to the appointment.

c) If a NinjA’fro Customer makes an Early Cancellation, NinjA’fro will offer a partial refund to the Customer as follows:

i. If the Total Deposit paid by the NinjA’fro Customer was equal to the NinjA’fro Deposit, NinjA’fro will not offer a refund to the Customer; or

ii. If the Total Deposit paid by the NinjA’fro Customer was greater than the NinjA’fro Deposit and included a Service Partner Deposit, NinjA’fro will offer a refund to the Customer equal to Service Partner Deposit.

d) If a NinjA’fro Customer makes a Late Cancellation of a NinjA’fro Booking or fails to attend the relevant appointment:

i. NinjA’fro will not offer a refund to the Customer; and

ii. NinjA’fro will owe a refund to the Service Partner equal to the Service Partner Deposit.

4.4. If a Service Partner wishes to change the date and/or time of a NinjA’fro Booking, in the event that the relevant Customer is unable or unwilling to agree to such a change, the Service Partner may choose to proceed with the Booking otherwise NinjA’fro will treat the NinjA’fro Booking as cancelled by the Service Partner as follows:

a) NinjA’fro will refund the Customer the Total Deposit paid by the Customer at the time of booking; and

b) The Service Partner will owe a cancellation processing fee (including VAT) (“Cancellation Fee”) to NinjA’fro, calculated as 10% of the total value of the Service Partner Service(s) ordered in a NinjA’fro Booking.

4.5. If a Service Partner fails to attend the relevant appointment, NinjA’fro will treat the NinjA’fro Booking as cancelled by the Service Partner as follows:

a) NinjA’fro will refund the Customer the full deposit paid by the Customer at the time of booking; and

b) The Service Partner will owe a Cancellation Fee to NinjA’fro, calculated as 10% of the total value of the Service Partner Service(s) ordered in a NinjA’fro Booking.

4.6. The Service Partner is responsible for ensuring that all Service Partner Content (especially details of Service Partner Services, prices for Service Partner Services and Service Partner Deposit required) that it publishes or provides to NinjA’fro to publish on the Page(s) is accurate, correct and not misleading. This includes only displaying prices as at a discount when those Service Partner Services have genuinely been available at a higher price previously and are only available at the discount price for a short period of time. The Service Partner should only upload to its Page(s) photographs which have been taken at the Service Partner’s own venue to representing its venue and should always ensure that it has the right to use any such photographs uploaded. Any breach of this clause 4.6 is a Material Breach of this Agreement.

4.7. The Service Partner procures that:

a) when uploading Service Partner Content which consists of photographs of the Service Partner’s own work and (if relevant) the work of the Service Partner’s contracted or employed stylists (“Stylist Portfolio Photos”), the Service Partner and (if relevant) its contracted and employed stylists only upload Stylist Portfolio Photos in which they have the full copyright and/or permission to display the Stylist Portfolio Photos on NinjA’fro’s Website;

b) Service Partner and (if relevant) its contracted and employed stylists have obtained express written consent from any person or persons featured in the Stylist Portfolio Photos for them to be used in this way; and

c) the Stylist Portfolio Photos will not, in any way, contain nudity, obscenity or content which is likely to harass, upset, alarm, offend or which includes any sexually explicit, illegal or promotes violence or hate.

4.8. If at any time NinjA’fro suspects that Stylist Portfolio Photos have been uploaded without the appropriate rights or consent as set out in clause 4.7(a) and (b) above, or, at its sole discretion, NinjA’fro deems the Stylist Portfolio Photos to be inappropriate in any way in view of clause 4.7(c), this shall be a Material Breach of the Agreement and NinjA’fro, without limiting any other remedy it may wish to seek, may remove the Stylist Portfolio Photos at its sole discretion.

4.9. Service Partner is responsible and agrees to fulfil all statutory information obligations, including but not limited to the obligation to create and maintain and imprint.

4.10. The Service Partner acknowledges and agrees that its Page(s) on the Website should not contain any contact details, direct references or links to the Service Partner or its website, app, platform, tool or other devices or to websites, apps, platforms, tools or other devices of third parties.

4.11. The Service Partner must at all times supply the Service Partner Services on the Website at a price which is accurate and within the bounds of plus or minus 10 percent addition to the actual rates offered on the Service Partner's own website. A breach of this clause 4.11 shall be a Material Breach of this Agreement.

4.12. The Service Partner must ensure that it has obtained the consent of (if relevant) each of its contracted and employed stylists to be advertised on the Website to Customers including but not limited to details such as name, expertise, contact details, availability, services offered and photographs.

4.13. The Service Partner is solely responsible for ensuring that the information on the Service Partner Portal regarding time and date availability is kept completely up to date so that
potential Customers are able to view the accurate time and date availability at the time of making a Booking.

4.14. The Service Partner shall not solicit NinjA’fro Customers to make Bookings otherwise than through the Website.

4.15. Where a Customer makes a Booking and the Service Partner encourages that Customer to cancel their Booking and make a separate booking directly with the Service Partner, the Service Partner shall be in Material Breach of this Agreement.

4.16. If NinjA’fro has reasonable grounds to suspect that the Service Partner has made or makes any direct or indirect attempt to avoid paying any Charges, this shall be a Material Breach of this Agreement and shall give NinjA’fro the right, without limiting other remedies available to it, to withhold and retain any payments due to the Service Partner under this Agreement.

5. CUSTOMER SERVICE AND COMPLAINTS

5.1. The Service Partner shall use best endeavours to provide top quality Service Partner Services to all Customers and shall promptly deal with any sales enquiries, matters or issues relating to Bookings or potential Bookings including dealing with Customer complaints.

5.2. The Service Partner shall be directly responsible to the Customer for any failure to fulfil the Customer’s expectations or for any other legal liability which arises in respect of the Service Partner Services, save where such liability arises as a result of NinjA’fro’s negligence.

5.3. NinjA’fro shall refer any Customer complaints it receives to the Service Partner and the Service Partner shall acknowledge all complaints, and shall respond to the relevant Customer within 48 hours of the Service Partner’s receipt of a complaint (whether the complaint has come directly from the Customer or via NinjA’fro).

5.4. The Service Partner shall make all efforts to reach a resolution to any complaints within 14 days and must notify NinjA’fro of any correspondence between the Service Partner and the Customer relating to the complaint and generally keep NinjA’fro apprised of its progress and the status of the complaint.

5.5. The Service Partner hereby acknowledges and accepts that the Website includes a reviewing platform, upon which Customers may post publicly viewable reviews about their experiences with NinjA’fro and with the Service Partner (particularly in relation to the Service Partner Services) (“User Generated Content”). The Service Partner should note that this platform may not be opted out from and may from time to time contain negative reviews and/or feedback from Customers, which is outside NinjA’fro’s control. However, any content the Service Partner 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 NinjA’fro (and may be removed or amended in NinjA’fro’s sole discretion if NinjA’fro deems it reasonably necessary to do so). For the avoidance of doubt, the Service Partner shall have no right to any remedy as a result of any User Generated Content naming or referring to the Service Partner. However, if the Service Partner, acting reasonably, feels that any User Generated Content is defamatory of the Service Partner or any person or in some other way is a violation of any person’s legal rights, the Service Partner may flag and report that User Generated Content to NinjA’fro. In such case, NinjA’fro shall review the same and in its sole discretion take any action it deems necessary or desirable (including, for example, removing or amending the relevant piece of User Generated Content). The Partner must never contact or attempt to contact a customer in response to a review other than on the review platform, even where the Partner knows the identity of the customer
who left the review or can determine the customer’s identity by some other means. Any breach of this clause 5.5 will be a Material Breach of this Agreement.

6. CUSTOMER DATA

6.1. For the purposes of this clause, “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.

6.2. NinjA’fro and the Service Partner each acknowledge that, for the purposes of the Data Protection Legislation, in respect of NinjA’fro Customers’ personal data, the Service Partner and NinjA’fro each act as independent data controllers.

6.3. Where NinjA’fro and the Service Partner are independent data controllers, each acknowledge and agree that:

a) save as is required by this clause 6, each party is responsible for its own compliance with Data Protection Legislation, including the GDPR;

b) the Service Partner must promptly (and in any event within 24 hours of the Service Partner or its employees or contractors becoming aware of the matter) notify NinjA’fro of any accidental or intentional damage, alteration, destruction, unauthorised disclosure, loss, misuse or theft of or to the personal data of any NinjA’fro Customer which the Service Partner has access to ("Security Incident"). Service Partner shall provide full cooperation and prompt assistance to NinjA’fro in respect of its efforts to (i) investigate, remediate, and mitigate the effects of the Security Incident, and (ii) comply with notification obligations to individuals, clients or regulatory authorities;

c) Service Partner 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) NinjA’fro or its 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, or contractors and agents who may have access to the 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;

d) Service Partner 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;

e) Service Partner agrees to only process personal data of NinjA’fro Customers for the purpose of providing the Service Partner Services to such Customers only whilst receiving the NinjA’fro Services; and

f) should Service Partner, its affiliates or its suppliers need to transfer the personal data of NinjA’fro Customers to locations outside the European Economic Area, Service Partner takes full responsibility (and accepts full liability) for ensuring that such personal data is processed fully in compliance with Data Protection Legislation.

6.4. NinjA’fro reserves the right to process Customer personal data as set out in its NinjA’fro’s Privacy Policy located at http://www.ninjafro.co.uk/privacy-policy and NinjA’fro’s Cookies Policy located at http://www.ninjafro.co.uk/cookies-policy (as may be updated from time to time) and the Service Partner hereby irrevocably and unconditionally agrees and consents to the processing of such personal data by NinjA’fro. Without limiting Service Partner’s obligations elsewhere in this Agreement, the Service Partner undertakes promptly to include any information reasonably requested by NinjA’fro in its website privacy policy to assist each party in compliance with Data Protection Legislation.

6.5. The Service Partner acknowledges that ownership of all Intellectual Property Rights in NinjA’fro Customer personal data in the Service Partner Portal shall vest in NinjA’fro or its Affiliates and Service Partner irrevocably and unconditionally assigns with full title guarantee all such rights to NinjA’fro. NinjA’fro grants the Service Partner a non-exclusive license to use such personal data to operate its business subject to Service Partner's ongoing compliance with the provisions of this Agreement.

6.6. In the event that a data subject 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.

6.7. 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.

6.8. Any breach of this clause 6 by the Service Partner, or its employees, contractors or agents, will be a Material Breach of this Agreement.

6.9. The Service Partner will indemnify and hold NinjA’fro and its Affiliates harmless against all losses, claims, costs, damages or proceedings suffered or incurred by NinjA’fro and/or its Affiliates arising out of or in connection with the Service Partner's breach of this clause 6.

6.10. This clause in its entirety shall survive the termination or expiry of this Agreement.

7. SERVICE PARTNER WARRANTIES, LICENSE TO NINJA’FRO AND INDEMNITY

7.1. The Service Partner shall provide NinjA’fro with any Service Partner Content it reasonably requires to be provided with in order to supply the NinjA’fro Services.

7.2. The Service Partner hereby grants NinjA’fro a non-exclusive, royalty free and irrevocable right and license (or sublicense as applicable) to use, reproduce, distribute, sublicense, communicate and make available the Service Partner Content on the Website and any and all other Distribution Channels, and for any other purposes which are necessary for NinjA’fro or required by NinjA’fro to exercise its rights and perform its obligations under this Agreement.

7.3. NinjA’fro may sublicense, make available, disclose and/or offer the Service Partner Content to Affiliates and third parties (“Third-Party Platforms”), including but not limited to Google via its services such as Reserve With Google and Google My Business. In no event shall NinjA’fro be liable to the Service Partner for any acts or omissions on the part of any ThirdParty Platforms. The sole remedy available to the Service Partner in respect of such ThirdParty Platforms is to (a) request NinjA’fro (which has the right and not the obligation) to disable and disconnect with such Third-Party Platform in respect of the Service Partner; or (b) terminate this Agreement, in accordance with clause 9.

7.4. The Service Partner hereby grants NinjA’fro the right to:

a) remove, edit, cut-down or otherwise amend Service Partner Content published on any Pages, including without limitation where such Service Partner Content does not, in NinjA’fro’s reasonable opinion, comply with the warranties at clause 7.5 or is otherwise in breach of the terms of this Agreement; and

b) 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 Partner or any brands used in connection with the Service Partner Services.

7.5. The Service Partner warrants, represents and undertakes that:

a) all Service Partner Content it supplies to NinjA’fro in connection with this Agreement and/or publishes (or provides to NinjA’fro 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; Service Partner further represents and warrants that: (i) either it is the sole and exclusive owner of all Service Partner Content or it has all rights, licenses, consents and releases necessary to grant NinjA’fro the license to the Service Partner Content as set forth herein; and (ii) neither the Service Partner Content nor its submission, uploading, publishing or otherwise making available of such Service Partner Content nor NinjA’fro’s use of the Service Partner Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; and

b) it shall comply with all applicable laws and advertising regulations in the marketing, sale and provision of the Service Partner Services and shall obtain all licences, consents, authorities, qualifications and insurance it is either necessary or reasonably prudent for the Service Partner to obtain in respect of all its business activities and personnel (but especially in connection with the provision of Service Partner Services). This includes ensuring that any prices listed as discount are genuine discounts, having been higher previously and only on discount for a short period as advertised.

7.6. Any breach of the warranties in clause 7.5 will be a Material Breach of this Agreement.

7.7. The Service Partner hereby agrees to indemnify, keep indemnified and hold harmless NinjA’fro and its 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 incidental, special, direct, indirect or consequential loss, of income or profits, loss of use, loss of business, loss of contracts, loss of goodwill, loss of reputation, loss of data, or other intangible losses 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 Partner of any term of this Agreement or arising out of any action brought by any third-party relating to the Service Partner Services provided (or not provided), or actions (or failures to act), of the Service Partner or any person (other than NinjA’fro) acting on its behalf, including, without limitation any action brought in connection with any Data Protection Legislation, Service Partner Content or a Customer visit to the Service Partner's venue.

7.8. The Service Partner acknowledges that NinjA’fro 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 in clause 7.7 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 NinjA’fro as agent for each such Indemnified third-party. Notwithstanding the foregoing,
the Service Partner and NinjA’fro 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.

7.9. This clause shall survive the termination or expiry of this Agreement.

8. PAYMENT TERMS

8.1. Payment processing services for Service Partners are provided by PayPal and are subject to the PayPal Online Card Payment Services Agreement. By agreeing to these Service Partner Terms of Business and continuing to use the NinjA’fro Services, Service Partner agrees to be bound by the PayPal Online Card Payment Services Agreement, as may be modified by PayPal from time to time. Under no circumstances can the PayPal Services be used in violation of the PayPal Online Card Payment Services Agreement and any attempt (failure) to do so by a Service Partner will be a Material Breach of this Agreement.

8.2. PayPal may charge the Service Partner additional fees when processing payments in connection with the Payment Services (including deducting charges from a Service refund), and NinjA’fro is not responsible for any such fees and disclaims all liability in this regard.

8.3. NinjA’fro will issue an invoice statement to the Service Partner once a month (the "Invoice Statement") which will set out, in the account summary at the top of the Invoice Statement (the "Account Summary"):

a) the balance carried over from the previous Invoice Statement, if any;

b) what NinjA’fro owes the Service Partner in respect of Late Cancellations (where a Service Partner Deposit is applicable) in the period since the last Invoice Statement;

c) what the Service Partner owes NinjA’fro in respect of Fees since the last Invoice Statement (e.g. Cancellation Fee) such amounts to be deducted from any amount owed at clause 8.3(b) above; and

d) the resulting account balance (the "Closing Balance") payable either by NinjA’fro to the Service Partner or the Service Partner to NinjA’fro.

8.4. If the Closing Balance is negative, NinjA’fro will transfer the Closing Balance to the Service Partner within 7 Business Days of the date of the Invoice Statement (provided the Partner has provided their bank details to NinjA’fro) and no further action in respect of that Invoice Statement will be required by the Service Partner.

8.5. If the Closing Balance is positive, the Service Partner will be required to transfer the Closing Balance to NinjA’fro within 14 days of the date of the Invoice Statement to the account details listed in the Invoice Statement by whichever means the Service Partner chooses out of those made available by NinjA’fro 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 Partner has any concerns regarding the Invoice Statement or its ability to transfer the Closing Balance within the required timeframe, the Service Partner should contact NinjA’fro as soon as possible.

8.6. If the Closing Balance is zero, the Invoice Statement will state that the Closing Balance is settled and there is nothing further for NinjA’fro or the Service Partner to do in respect of that Invoice Statement.

8.7. The Service Partner shall make all payments due to NinjA’fro in accordance with clause 8.5 without any deduction whether by way of set-off, withholding, counterclaim, discount or otherwise. If any sum due from the Service Partner to NinjA’fro under these terms is not paid on or before the due date for payment, all sums owing by the Service Partner to
NinjA’fro shall become due and payable immediately and without prejudice to any other right or remedy available to NinjA’fro, NinjA’fro shall be entitled to:

a) suspend or terminate its provision of the NinjA’fro Services and this Agreement, including disabling the Service Partner’s listing on the Website, until arrangements as to payment or credit have been established which are satisfactory to NinjA’fro;

b) charge the Service Partner 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

c) where the Service Partner has multiple venues with NinjA’fro, offset the sums due from Service Partner to NinjA’fro against payments due by NinjA’fro to the Service Partner in relation to those other venues.

8.8. The Service Partner shall be responsible for any refunds, chargebacks, banking charges or other administrative expenses ("Bank Charges") incurred by NinjA’fro as a result of Service Partner’s failure to notify NinjA’fro in advance of changes in payment details and/or arrangements, including but not limited to:

a) bank account details;

b) cancellation of a direct debit mandate;

c) insufficient funds;

d) card expiry

8.9. NinjA’fro reserves the right to deduct any sums payable to NinjA’fro by the Service Partner and any such Bank Charges, from any balance collected by NinjA’fro on behalf of the Service Partner, prior to onward payment of any Closing Balance to the Service Partner.

8.10. All payments due from NinjA’fro to the Service Partner shall be made via bank transfer using the bank details provided by the Service Partner to NinjA’fro in the Service Partner Portal (and as set out in the Invoice Statement) and it is the Service Partner’s responsibility to ensure that these details are correct. NinjA’fro will only make payments due to the Service Partner directly to the Service Partner and cannot make payments to any thirdparty. The Service Partner shall fully indemnify NinjA’fro and hold NinjA’fro harmless against any losses, damages or claims arising out of the Service Partner’s failure to notify NinjA’fro of a change of bank account details including but not limited to any Bank Charges incurred by NinjA’fro as a result.

8.11. NinjA’fro reserves the right to charge interest on all amounts payable to NinjA’fro from the Service Partner which are not paid within 30 days of the date of invoice issuance at 8% plus the Bank of England base rate. Such interest will accrue on a daily basis from the date on which payment became overdue up to the date on which NinjA’fro receives the full outstanding amount together with all accrued interest.

8.12. In the event of a dispute between NinjA’fro and the Service Partner, any undisputed amount of Commission will be paid in accordance with this clause 8 to NinjA’fro. The Service Partner must notify NinjA’fro of its disagreement within 14 days of receipt of the Invoice Statement setting out in detail the reason. If the Service Partner fails to do so, the Invoice Statement shall be deemed accepted by the Service Partner.

8.13. The Service Partner is responsible for withholding and reporting taxes applicable to the 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 Partner shall be solely responsible for agreeing with the relevant tax authorities on the tax treatment of the Commission. The Service Partner shall on the request of NinjA’fro provide copies of tax payment certificates and/or tax exemption certificates. The Service Partner represents and warrants that it is duly registered with all relevant tax authorities, where applicable.

8.14. The Service Partner understands and acknowledges that NinjA’fro is a commercial booking agent and does not provide the Service Partner Services to the Customer. The contract for the Service Partner Services is between the Service Partner and the NinjA’fro Customer and as a result, it is the Service Partner’s responsibility, if the Service Partner is VAT registered, to charge VAT on the total value of the Booking and to provide a VAT receipt to the Customer, if requested. NinjA’fro only charges VAT to the Service Partner on the Commission, in consideration for the provision of the NinjA’fro Services.

8.15. In the event of fraudulent or alleged fraudulent activities by the Service Partner or if NinjA’fro is required by law, court order, governmental instruction, arbitrational decision or by its cancellation policy to make a refund, of all or part of a Booking, NinjA’fro reserves the right to claim repayment from the Service Partner of any amount required to be repaid by NinjA’fro to the Customer and for any Bank Charges relating thereto.

8.16. Any breach of this clause 8 by the Service Partner will be a Material Breach of this Agreement.

9. TERM OF AGREEMENT

9.1. This Agreement commences on the Effective Date and will remain in force unless terminated upon 30 days’ prior written notice by either party.

9.2. Either party shall be entitled to terminate this Agreement with immediate effect by written notice to the other if:

a) the other party commits a Material Breach of any of the provisions of this Agreement (including but not limited to a breach of clauses 4.1, 4.2, 4.6, 4.8, 4.11, 4.15, 4.16, 5.5, 6, 7.6, 8.1 and/or 8.16) 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

b) the other party is in persistent non-material breach (whether remediable or not) of any of the provisions of this Agreement;

c) that other party makes any voluntary arrangement with its creditors or becomes subject to an administration order;

d) 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);

e) anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to that other party; or

f) the other party ceases, or threatens to cease, to be a going concern.

9.3. Termination of this Agreement, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.

10. CONFIDENTIALITY

10.1. 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").

10.2. 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.

10.3. The terms of and obligations imposed by this clause 10 shall not apply to any Confidential Information which:

a) at the time of receipt by the recipient is in the public domain;

b) subsequently comes into the public domain through no fault of the recipient, its officers, employees or agents;

c) is lawfully received by the recipient from a third-party on an unrestricted basis; or

d) is already known to the recipient before receipt hereunder.

10.4. 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.

10.5. This clause shall survive the termination or expiry of this Agreement.

11. LIABILITY

11.1. NinjA’fro’s maximum aggregate liability under or in connection with this Agreement, or any related contract, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed the Charges due and payable to NinjA’fro hereunder on the date of the event giving rise to the relevant claim. Further, NinjA’fro shall not be liable for any loss of income or profits, loss of use, loss of business, loss of contracts, loss of goodwill, loss of reputation, loss of data, or other intangible losses or for any incidental, special, indirect or consequential loss or damage, or punitive, exemplary or non-compensatory damages of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise (even if NinjA’fro has been advised by the Service Partner of the possibility of such loss or damage).

11.2. This clause 11 in its entirety shall survive the termination or expiry of this Agreement.

11.3. To the extent permitted by applicable law, NinjA’fro will not be liable to you in respect of any acts or omissions of its employees, agents or sub-contractors, whether such liability arises in contract (by way of indemnity or otherwise), tort (including negligence), misrepresentation, breach of statutory duty, restitution or otherwise.

12. MISCELLANEOUS

12.1. All rights to the Website and the content on it, including, without limitation, Customer reviews, save for Service Partner Content, and all other Intellectual Property Rights belonging to or licensed to NinjA’fro, remain vested in NinjA’fro at all times. Nothing in this Agreement shall give the Service Partner 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 Partner Content), NinjA’fro may, at its absolute discretion and from time to time, amend the format, content and style of venue page descriptions, photos and menus.

12.2. In the event of a change of control or senior management of the Service Partner, the Service Partner must bring the existence and terms of this Agreement to the new owner or manager’s attention and inform NinjA’fro of the relevant new personnel’s contact details.

12.3. 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.

12.4. NinjA’fro has 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.

12.5. The Service Partner warrants, represents and undertakes to NinjA’fro that, (i) neither itself nor its agents, directors, employees, officers and subcontractors have been convicted of any offence involving any applicable laws, regulations, rules and codes making provision about slavery, servitude and forced or compulsory labour and about human trafficking including but not limited to the Modern Slavery Act 2015 (“Anti-Slavery Laws”); (ii) having made reasonable enquiries, so far as it is aware, neither itself nor its agents, directors, employees, officers and subcontractors have been or are the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with the Anti-Slavery Laws; and (iii) it will have, maintain and enforce throughout the term of this Agreement its own policies and procedures to ensure compliance with its obligations under this clause 11.7 and the Anti-Slavery Laws.

12.6. 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 ventures or co-owners.

12.7. 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).

12.8. Subject only to the provisions of clause 7.7 and 7.8, a person who is not a party to this Agreement has no right to enforce any term of this Agreement.

12.9. 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.

12.10. If any term of this Agreement is found by a competent authority 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.

12.11. 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.

12.12. This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and interpreted in accordance with the laws of England and Wales.

12.13. Our collection and use of personal information in connection with the Services is as provided in NinjA’fro’s Privacy Policy located at http://www.ninjafro.co.uk/privacy-policy and NinjA’fro’s Cookies Policy located at http://www.ninjafro.co.uk/cookies-policy. NinjA’fro may provide to relevant authorities any necessary information (including your contact information) if there is a complaint, dispute or conflict, and such information or data is necessary to resolve the complaint, dispute or conflict.

NinjA’fro Ltd, Kemp House, 152 – 160 City Road, London, EC1V 2NX
E-mail: team@ninjafro.co.uk
Company Number: 11968435