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FroHub & Partner Terms of Business

Last updated April 2021

SUMMARY

This is a summary of our Partner Terms of Business. It should not be a substitute for reading the full version. Capitalised terms used in this summary are defined in the Partner Terms of Business.

  • FroHub provides a booking platform on which you can advertise the Partner Services which you offer to a much wider range of potential customers.
  • FroHub also provides a marketplace platform for independent sellers and brands selling their own label, or multi brands.
  • We are responsible for arranging and concluding FroHub Bookings and Purchases and are appointed under these Partner Terms of Business as your commercial agent to do so.
  • For FroHub Bookings and Purchases we will collect payments from FroHub Customers on your behalf and successful receipt of payment by us will discharge that amount of their debt to you.
  • You are responsible for the Partner Services which you provide to Customers and the contract for those Partner Services is between you and the Customer. We are in no way liable to Customers for the Partner Services they receive from you.
  • You have a number of obligations to FroHub in return for receiving the FroHub Services. These are set out in detail in the Partner Terms of Business but some important ones are as follows:
    • You agree to pay all applicable Charges (e.g. Commission, Processing Fees, Subscription Fee etc.).
    • You agree not to solicit FroHub Customers to make Bookings or Purchases other than through the Website. Soliciting FroHub Customers in this way could lead to an unavoidable increase in Charges as we rely on Partners working in partnership with us and using the FroHub Services in good faith.
    • You agree to process and supply the Partner Services to the highest industry standards.
    • You must ensure that you have all licenses, consents, qualifications, authorities & insurance that are required for you to perform the Partner Services.
    • You must ensure that your trading identity and address is clearly visible to Customers in respect of all FroHub Services used by you that are visible to Customers.
    • You must ensure that all Partner Content uploaded to your Page(s) is accurate, legally compliant and not misleading.
  • Your cancellation and rescheduling terms in respect of FroHub Bookings must comply with our Booking Terms and Conditions and with clause 3 of the full version of the Partner Terms of Business. In particular, you must include the following terms:
  • FroHub Bookings: Customers should be allowed to reschedule or cancel up until 72 hours before the time of the appointment.
  • If we need to contact you about Bookings or Purchases or for any other reason related to the FroHub Services, we may contact you by email, phone, SMS, Whatsapp or other messaging services using the contact information you have provided us.
  • The order that Partners' listings are seen in in Customer search results on the Website depends on a number of factors. Please see Clause 12 of the full terms for further details.
  • If you would like to make a complaint about FroHub, or if you otherwise want to talk to us, please get in touch with our team and we’d be happy to help:

Email: [email protected]

Post: FroHub, Kemp House, 152-160 City Road, London, EC1V 2NX.

If you would like to make a complaint relating specifically to the FroHub P2B Services, you can find details of our complaints procedure in relation to the FroHub  P2B Services only at clause 5 in the full terms below.

(BELOW IS THE FULL VERSION)

Please read these Partner Terms of Business (as well as the Booking Terms and Conditions and Buyer Policy) carefully before you begin using the FroHub Services as these will apply to your relationship with FroHub. We recommend that you print a copy of these Partner Terms of Business for future reference. If you do not agree with these Partner Terms of Business, you must not use the FroHub Services.

 

  1. DEFINITIONS
  • “Affiliate” means in relation to FroHub any entity that from time to time directly or indirectly controls, is controlled by, or is under common control with FroHub;
  • “Agreement” or “Partner Terms of Business” means this agreement, together with the Cooperation Agreement and/or any terms sent to you via email or presented to you on the online Partner sign-up page, which together set out the terms and conditions upon which FroHub shall provide the FroHub Services to the Partner and which come into effect on the Effective Date;
  • “Anti-Slavery Laws” has the meaning set out in clause 13.5;
  • “Bank Charges” has the meaning set out in clause 8.3;
  • “Booking” means any booking made by a Customer for any of the Partner Services made via the Website, including but not limited to FroHub Bookings.
  • “Booking Terms and Conditions” means FroHub’s booking terms and conditions in relation to the Partner Services offered on the Website and/or Reserve With Google;
  • “Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
  • “Charges” means the Commission and the Fees;
  • “Commission” means the commission payable by the Partner to FroHub as set out in the Cooperation Agreement and calculated based on the total amount payable by a FroHub Customer for a FroHub Booking or Purchase;
  • “Confidential Information” has the meaning set out in clause 10.1;
  • “Cooperation Agreement” mean the agreement as agreed via email and/or the online Partner sign-up page, confirming both parties’ acceptance of this Agreement, the Subscription Fee, the Commission and any other Charges (as applicable);
  • “Customer” means any person who purchases or receives the Partner Services via the Website, including but not limited to a FroHub Customer;
  • “Customer Database” means the Partner’s database of Customers on FroHub;
  • “Data Protection Legislation” means General Data Protection Regulation and any legislation and/or regulation implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them from time to time, and all other applicable laws relating to processing of personal data and privacy that may exist in any relevant jurisdiction such as the e-Privacy Directive;
  • “Distribution Channels” means any third party website or other media through which the FroHub Services are from time to time advertised to Customers or potential Customers, including Third Party Platforms, Instagram, Facebook, Reserve with Google, YouTube, Google Ads, Google Display Networks and affiliate networks (each from time to time and as may be applicable);
  • “Effective Date” means the earlier of (a) the Partner beginning to receive the FroHub Services, (b) the date on which the Partner signs up to receive the FroHub Services via the online Partner sign-up page or, (c) the date the Cooperation Agreement is signed by the Partner to confirm its acceptance of this Agreement;
  • “Fees” means the Commission and Subscription Fee and any other fees payable by the Partner in order to receive the FroHub Services, as set out in the Cooperation Agreement, any addendum to this Agreement, on the online Partner sign-up page and/or in emails between FroHub and the Partner;
  • “FroHub” means FroHub Limited (t/a FroHub), a company registered in England and Wales under company number 11181393, and whose registered office is at Kemp House, 152-160 City Road London, EC1V 2NX;
  • “FroHub Booking” means a booking made on the Website or Reserve with Google, where at the time of making the booking the Customer chooses a time and/or date at which to receive those Partner Services;
  • “FroHub Customer” means a Customer who makes a FroHub booking or Purchase via the Website or Reserve with Google;
  • “FroHub Lookbook” means the inventory of images, including but not limited to Partner Portfolio Images, which may be displayed on the Website, FroHub’s social media pages, and/or the Distribution Channels and are accessible to users as a means of inspiration and which may from time to time provide the ability for a Customer to book or purchase the Partner Services related to an image;
  • “FroHub Services” means the benefits and services a Partner may receive from FroHub, as set out on the online Partner sign-up page, in the Cooperation Agreement, any addendum to this Agreement and/or in emails between FroHub and the Partner, in return for paying the Charges to FroHub;
  • “FroHub P2B Services” means the FroHub Services where FroHub acts as an online intermediary between a Partner and Customer and as such are subject to the P2B Regulation. The FroHub P2B Services includes the Website through which Partner Services are offered by FroHub on behalf of a Partner to Customers;
  • “Fulfilled Booking” means a Booking in respect of which the Partner has successfully provided the Partner Services to the Customer.
  • "General Data Protection Regulation" or "GDPR" means Regulation (EU) 2016/679 and any legislation and/or regulation implementing or made pursuant to it, or which amends, replaces, re-enacts or consolidates it from time to time;
  • “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, trade marks, 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;
  •  “Material Breach” means a breach (including an anticipatory breach) which is not minimal or trivial in its consequences to FroHub, including but not limited to a breach of clauses 3.1 (paying Charges and accepting Bookings), 3.3 (ensuring accuracy of Partner Content), 3.4 (consent for Partner Portfolio Photos) , 3.11 (non-solicitation of Customers) , 3.12 (avoiding Charges), 4.5 (proper use of reviews platform) 6 (Customer Data), 7.5 (Partner Content consents), and 8 (Payment Terms). In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding;
  • "P2B" has the same meaning as “Platform to Business Regulation” defined below;
  •  “Page(s)” means the internet page or pages and contents of the Partner’s designated section of the Website (including the Partner’s FroHub “homepage” and each page for the Partner Services offered on the Website);
  • “Partner” means you, the hair and/or beauty service and goods provider, who enters into the Agreement with FroHub on the Effective Date, acting on behalf of yourself and all your employees and contractors;
  • “Partner Content” means any information, documentation, equipment, software, photographs or other material (which may include the Partner name, logo and any other brand features and Intellectual Property Rights) which may be published on the Page(s) pursuant to this Agreement, including Partner Portfolio Photos;
  • “Partner Services” means the hair, beauty and/or other goods and services which the Partner is in the business of providing and supplying to Customers and which are marketed to Customers by the Partner through use of the FroHub Services;
  • “Platform to Business Regulation” or “P2B” means Regulation (EU) 2019/1150 and any legislation and/or regulation implementing or made pursuant to it, or which amends, replaces, re-enacts or consolidates it from time to time;
  • “Pricing Change Notice” has the meaning set out in clause 2.5;
  • “Processing Fee” means the processing fee payable by the Partner to FroHub for Bookings and Purchases, calculated based on the total amount payable by the Customer for a Booking or Purchase;
  • “Purchase” means any purchase made by a Customer for any of the Partner Services made via the Website.
  • “Security Incident” has the meaning set out in clause 6.3;
  • “Partner Portfolio Photos” has the meaning set out in clause 3.4;
  • “Subscription Fee” means monthly fee charged by FroHub to the Partner on the Partner signing up to receive the FroHub Services;
  • “Successful Appointment” means an appointment by way of a FroHub Booking in respect of which the Partner has successfully provided the Partner Services to the Customer. The date of redemption will be the date on which the Successful Appointment is deemed to have taken place;
  • “Third Party Platforms” has the meaning set out in clause 7.3;
  • “User Generated Content” has the meaning set out in clause 4.5;
  • “Website” means the website at www.frohub.com;
  1. FROHUB SERVICES AND CHARGES

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

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

2.3 FroHub may contact the Partner via e-mail, telephone, SMS, WhatsApp or other messaging services using the contact information provided in connection with Bookings or Purchases or other questions regarding FroHub and / or the Partner Services.

2.4 Where a Partner has elected to receive FroHub Services which attract Fees, if it wishes to cease receiving one or more of those FroHub Services, the Partner must give FroHub at least 30 days’ notice in writingand will remain liable to pay any applicable Fees for the duration of the notice period.

2.5 FroHub may in its sole discretion, change the amount of any Fees and/or the rate of Commission at any time on 30 days’ notice to the Partner (“Pricing Change Notice”). The Partner’s continued use of the FroHub Services after receipt of such Pricing Change Notice will be deemed acceptance of the new Fees and/or rate of Commission.

  1. PARTNER OBLIGATIONS

3.1 In consideration of receiving the FroHub Services, the Partner agrees to pay all applicable Charges to FroHub and process and supply the 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 3. A breach of this Clause 3.1 will be a Material Breach of this Agreement.

3.2 In respect of FroHub Bookings, the Partner is obliged to comply with the cancellation and rescheduling policy set out in clause 5 of the Booking Terms and Conditions. In summary:

(a) FroHub and/or the Partner will offer a refund of the amount that was paid in respect of FroHub Bookings which are cancelled (or unable to be rescheduled) provided the relevant appointment is not due to take place in the next 72 hours.

(b) If a Customer wishes to change the date and/or time of a FroHub Booking, provided the Customer contacts the Partner or FroHub to do so at least 72 hours prior to the time of the appointment, the Partner must endeavour to offer the Customer a suitable alternative booking time and/or date. In the event that a Partner is unable or unwilling to fulfil a FroHub Booking pursuant to a Customer requesting such a change in accordance with this clause 3.2, FroHub will treat the FroHub Booking as cancelled by the Customer and will refund the Customer the full amount that was paid.

(c) If a Partner wishes to change the date and/or time of a FroHub Booking, in the event that the Customer is unable or unwilling to agree to such change, FroHub will treat the FroHub Booking as cancelled by the Partner and will refund the Customer the full amount that was paid. However, if FroHub deems it reasonable to do so in the circumstances, and at FroHub’s sole discretion, FroHub may still require the Partner to pay the applicable amount of Commission and/or Processing Fee that would have been due from the Partner in respect of that FroHub Booking.

3.3 The Partner is responsible for ensuring that all Partner Content (especially details of and prices for the Partner Services) that it publishes or provides to FroHub to publish on the Page(s) is accurate, correct and not misleading. The Partner should only upload photographs to its Page(s) which have been taken at the Partner’s own venue and should always ensure that it has the right to use any such photographs uploaded. Any breach of this clause 3.3 is a Material Breach of this Agreement.

3.4 The Partner procures that:

(a) when uploading Partner Content which consists of photographs of an employee or contractor’s own work (“Partner Portfolio Photos”), the Partner’s employees and contractors only upload Partner Portfolio Photos in which they have full copyright and/or permission to display on any and all platforms, for any purpose, including, but not limited to, marketing, advertising, commercial and/or editorial purposes throughout the world and for an indefinite period of time, including but not limited to on the Partner’s own website and social media channels, Website and on any Distribution Channels;

(b) Partner’s employees and contractors have obtained express written consent from any person or persons featured in the Partner Portfolio Photos for them to be used in this way; and

(c) the Partner 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.

3.5 If at any time FroHub suspects that Partner Portfolio Photos have been uploaded without the appropriate rights or consent as set out in clause 3.4(a) and (b) above, or, at its sole discretion, FroHub deems the Partner Portfolio Photos to be inappropriate in any way in view of clause 3.4(c), this shall be a Material Breach of the Agreement and FroHub, without limiting any other remedy it may wish to seek, may remove the Partner Portfolio Photos at its sole discretion.

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

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

3.8 The Partner must ensure that its trading identity and address are clearly visible to Customers in respect of all FroHub Services used by them.

3.9 The Partner must ensure that it has obtained the consent of each of its employees and contractors to be advertised on the Website to Customers including but not limited to details such as name, expertise, contact details, availability, services offered and photograph.

3.10 The Partner is solely responsible for ensuring that the information 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.

3.11 The Partner shall not solicit FroHub Customers to make Bookings or Purchases otherwise than through the Website. Any solicitation could result in unavoidable increases in the Charges. As part of this Agreement and partnership, FroHub markets and seeks to bring Customers to a Partner. If a Partner encourages that Customer to cancel their Booking or Purchase and rebook or purchase directly with the Partner, this means that the Partner has taken advantage of the FroHub Services without paying for them, which is unfair on FroHub both economically and commercially.

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

3.13 If FroHub has reasonable grounds to suspect that the 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 FroHub the right, without limiting other remedies available to it, to withhold and retain any payments due to the Partner under this Agreement.

3.14 In respect of selling on FroHub:

(a) Listing and selling:

    • You must accurately describe your item and all terms of sale in your listing. Your listings may only include text descriptions, pictures and other content relevant to the sale of that item. All items must be listed in an appropriate category with appropriate tags. You must not list an item more than once, unless the item’s listing has naturally expired. If the “in stock” quantity is more than one, all items in that listing must be identical with the only exception being minor variations arising from items being hand-finished which must be included on the listing.
    • Binding Sale: All sales are binding. The seller is responsible for shipping up to the point of delivery or otherwise completing the transaction with the buyer within 20 days, unless there is an exceptional circumstance, such as: (a) the buyer fails to meet the terms of the seller’s listing (such as payment method), or (b) the seller cannot authenticate the buyer’s identity. The buyer is obligated to deliver appropriate payment for items purchased, unless there is an exceptional circumstance.
    • Marked the order as shipped when you ship it. Remember that you may only mark an order as shipped after you actually have shipped it. When you mark an order as shipped, the buyer will receive a FroHub Shipping Notification so the item must be shipped.
    • Inappropriate, False, or Misleading Content. This should be common sense, but there are certain types of content we don’t want posted on FroHub’s Services (for legal reasons or otherwise). You agree that you will not post any content that is abusive, threatening, defamatory, obscene, vulgar, or otherwise offensive or in violation of any part of our Terms. You also agree not to post any content that is false and misleading or uses the Services in a manner that is fraudulent or deceptive.
    • Don’t Use Our Services to Break the Law. You agree that you will not violate any laws in connection with your use of the Services. This includes any local, state, federal and international laws that may apply to you. For example, it’s your responsibility to obtain any permits or licenses that your shop requires; you may not sell anything that violates any laws; and don’t commit fraud, theft or any other crimes against FroHub, another FroHub user or a third party.
    • Furthermore, you must not list any item on FroHub (or conclude any transaction that was initiated using FroHub Services) that, by paying to FroHub a commission fee, could cause FroHub to violate any applicable law, statute, ordinance or regulation, or that violates the Terms of Use.

(b) The price stated in each item listing description must be an accurate representation of the sale. Sellers may charge reasonable shipping and handling fees to cover the costs for packaging and posting the items. Sellers may not charge excessive shipping fees or otherwise avoid fees. You may not alter the item’s price after a sale for the purpose of avoiding FroHub fees, misrepresent the item’s location, or use another user’s account without permission.

(c) Promotional Codes:
Sellers may issue promotional codes for promotional purposes only and these are to be used against purchases from the issuing seller’s store only. Promotional codes have no cash value and cannot be exchanged for money or credit. Sellers are expressly prohibited from selling promotional codes for their items. If the Seller is found to be selling promotional codes, this may constitute fee avoidance.

(d) Drop Shipping Policy
Drop shipping, or allowing a third party to fulfil orders to customers on your behalf, is generally acceptable. If you intend to fulfil orders using a drop shipper you must always:

    • be the seller of record of your products;
    • identify yourself as the seller of your products on all package slips and other information included or provided in connection with them;
    • be responsible for accepting and processing customer returns of your products; and
    • comply with all other terms of your seller agreement and applicable FroHub policies.

Examples of drop shipping that are not permitted:

    • purchasing products from another online retailer and having that retailer shipping directly to customers; or
    • shipping orders with packing slips, invoices or other information indicating a seller name or contact information other than your own.

Failure to comply with these requirements may result in the suspension or removal of your selling privileges.

  1. CUSTOMER SERVICE AND COMPLAINTS

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

4.2 The 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 Partner Services, save where such liability arises as a result of FroHub’s negligence.

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

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

4.5 The Partner hereby acknowledges and accepts that the Website includes a reviewing platform, upon which Customers may post publicly viewable reviews about their experiences with FroHub and with the Partner (particularly in relation to the Partner Services) (“User Generated Content”) and that a selection of reviews from preceding months will also be made available on the Partner Site (if applicable). The 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 FroHub’s control. For the avoidance of doubt, the Partner shall have no right to any remedy (including without limitation, any right to terminate this Agreement) as a result of any User Generated Content naming or referring to the Partner. However, if the Partner, acting reasonably, feels that any User Generated Content is defamatory of the Partner or any person or in some other way is a violation of any person’s legal rights, the Partner may flag and report that User Generated Content to FroHub. In such case, FroHub 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 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 8.5 will be a Material Breach of this Agreement.

  1. PARTNER COMPLAINTS

5.1 If the Partner has a complaint about any FroHub P2B Services, it should contact FroHub by sending an email to [email protected] with the subject line ‘Formal Complaint’ (“Complaint”), providing as much detail as possible about the Complaint.

5.2 FroHub shall respond to the Partner confirming receipt and will then investigate the matter.

5.3 Upon receiving the Complaint, FroHub’s customer experience team shall work together to investigate the Complaint internally, taking into account the importance and complexity of the issue raised.

5.4 FroHub shall respond to the Partner with its findings in response to the Complaint, and, where applicable, with a suggested solution.

  1. 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 FroHub and the Partner each acknowledge that, for the purposes of the Data Protection Legislation: in respect of FroHub Customers’ personal data, the Partner and FroHub each act as independent data controllers.

6.3 Where FroHub and the Partner are independent 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 Partner must promptly (and in any event within 24 hours of the Partner or its employees or contractors becoming aware of the matter) notify FroHub of any accidental or intentional damage, alteration, destruction, unauthorised disclosure, loss, misuse or theft of or to the personal data of any FroHub Customer which the Partner has access to (“Security Incident”). Partner shall provide full cooperation and prompt assistance to FroHub 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) 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) FroHub or its Affiliates to be in breach of any Data Protection Legislation and take all reasonable steps to ensure the reliability of its employees, 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) 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) Partner agrees to only process personal data of FroHub Customers for the purpose of providing the Partner Services to such Customers and in all cases only whilst receiving the FroHub Services; and

(f) should Partner, its affiliates or its suppliers need to transfer the personal data of FroHub Customers to locations outside the European Economic Area, 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 FroHub reserves the right to process Customer personal data as set out in its Privacy and Cookie Policy (as may be updated from time to time) and the Partner hereby irrevocably and unconditionally agrees and consents to the processing of such personal data by FroHub.

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

6.6 In the event that a Customer notifies the Partner or one of its employees or contractors that it does not wish to receive further marketing materials from FroHub and/or its Affiliates, the Partner shall promptly (and in any event no later than 48 (forty eight) hours from being so informed) notify FroHub with full details of the same in writing so that FroHub can honour such request.

6.7 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;

6.8 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.

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

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

6.11 This Clause in its entirety shall survive the termination or expiry of this Agreement.

  1. PARTNER WARRANTIES, LICENSE TO FROHUB AND INDEMNITY

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

7.2 The Partner hereby grants FroHub a non-exclusive, royalty free, irrevocable and worldwide right and license (or sublicense as applicable) to use, reproduce, distribute, sublicense, communicate and make available the Partner Content on the Website, the FroHub Lookbook, FroHub’s social media pages and any and all other Distribution Channels, and for any purposes which are necessary for FroHub or required by FroHub to exercise its rights and perform its obligations under this Agreement, and for any other reason, including but not limited to, marketing, advertising, commercial or editorial purposes.

7.3 FroHub may sublicense, make available, disclose and/or offer the 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 FroHub be liable to the Partner for any acts or omissions on the part of any Third Party Platforms. The sole remedy available to the Partner in respect of such Third Party Platforms is to (a) request FroHub (which has the right and not the obligation) to disable and disconnect with such Third Party Platform in respect of the Partner; or (b) terminate this Agreement, in accordance with Clause 9. Partner gives FroHub full authority to set-up and manage the Partner Content on Partner’s Google My Business account as its authorised representative. If Partner wishes to regain exclusive control of its Google My Business account at any time, Partner should inform FroHub and FroHub will take the necessary steps to disassociate from the account and relinquish permissions to manage and change such account.

7.4 The Partner hereby grants FroHub the right to:

(a) remove, edit, cut-down or otherwise amend Partner Content published on the Website, Distribution Channels and/or the FroHub Lookbook, for any reason whatsoever, including without limitation where such Partner Content does not, in FroHub’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 Partner or any brands used in connection with the Partner Services.

7.5 The Partner warrants, represents and undertakes that:

(a) all Partner Content it supplies to FroHub in connection with this Agreement and/or publishes (or provides to FroHub for publication) on the Website, the Distribution Channels and/or the FroHub Lookbook, if applicable, will be accurate in all material respects and shall not infringe any other person’s rights (including Intellectual Property Rights) or be defamatory, unlawful, offensive, threatening, or pornographic or otherwise falling below general standards of taste and decency; and

(b) it shall comply with all applicable laws and advertising regulations in the marketing, sale and provision of the Partner Services and shall obtain all licences, consents, authorities, qualifications and insurance it is either necessary or reasonably prudent for the Partner to obtain in respect of all its business activities and personnel (but especially in connection with the provision of Partner Services).

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

7.7 The Partner hereby agrees to indemnify, keep indemnified and hold harmless FroHub 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 direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis)) and all other reasonable professional costs and expenses arising out of or in connection with any breach by the Partner of any term of this Agreement or arising out of any action brought by any third party relating to the Partner Services provided (or not provided), or actions (or failures to act), of the Partner or any person (other than FroHub) acting on its behalf, including, without limitation any action brought in connection with any Data Protection Legislation, Partner Content or a Customer visit to the Partner's venue.

7.8 The Partner acknowledges that FroHub 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 FroHub as agent for each such Indemnified Third Party. Notwithstanding the foregoing, the Partner and FroHub 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.

  1. PAYMENT TERMS

For the avoidance of doubt, this is not a FroHub P2B Service and therefore not subject to the P2B Regulation.

8.1 In respect of payment for FroHub Bookings and Purchases the following terms and conditions shall apply:

(a) FroHub receives payments from Customers as the Partner's commercial agent and the Customer's debt to the Partner in respect of that amount shall be discharged when the payment is received by FroHub;

(b) unless otherwise agreed in writing between FroHub and the Partner, any onward payment of amounts collected by FroHub and due to the Partner will be strictly subject to the Partner having provided the Partner Services pursuant to a Booking or a Purchase in accordance with this Agreement.

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

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

(b) charge the 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 Partner has multiple venues with FroHub, offset the sums due from Partner to FroHub against payments due by FroHub to the Partner in relation to those other venues.

8.3 The Partner shall be responsible for any refunds, chargebacks, banking charges or other administrative expenses (“Bank Charges”) incurred by FroHub as a result of Partner’s failure to notify FroHub 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

8.4 FroHub reserves the right to deduct any sums payable to FroHub by the Partner and any such Bank Charges, from any balance collected by FroHub on behalf of the Partner, prior to onward payment of any Closing Balance to the Partner.

8.5 All payments due from FroHub to the Partner shall be made via bank transfer using the bank details provided by the Partner to FroHub and it is the Partner’s responsibility to ensure that these details are correct. FroHub will only make payments due to the Partner directly to the Partner and cannot make payments to any third party. The Partner shall fully indemnify FroHub and hold FroHub harmless against any losses, damages or claims arising out of the Partner’s failure to notify FroHub of a change of bank account details including but not limited to any Bank Charges incurred by FroHub as a result.

8.6 FroHub reserves the right to charge interest on all amounts payable to FroHub from the Partner which are not paid by the relevant due date at the annual rate of 4% above the official base rate from time to time of the Bank of England. Such interest will accrue on a daily basis from the date on which payment became overdue up to the date on which FroHub receives the full outstanding amount together with all accrued interest.

8.7 In the event of a dispute between FroHub and the Partner, any undisputed amount of Commission will be paid in accordance with this clause 8 to FroHub. The Partner must notify FroHub of its disagreement within 14 days of receipt of the Invoice Statement setting out in detail the reason. If the Partner fails to do so, the Invoice Statement shall be deemed accepted by the Partner. For the avoidance of doubt, this is a separate process from the Partner complaints process as set out in Clause 5, and these terms on Commission payment apply whether or not the Partner raises any Complaint and regardless of the outcome of any Complaint.

8.8 The 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 Partner shall be solely responsible for agreeing with the relevant tax authorities on the tax treatment of the Commission. The Partner shall on the request of FroHub provide copies of tax payment certificates and/or tax exemption certificates. The Partner represents and warrants that it is duly registered with all relevant tax authorities, where applicable.

8.9 The Partner understands and acknowledges that FroHub is a commercial booking agent and marketplace platform and does not provide the Partner Services to the Customer. The contract for the Partner Services is between the Partner and the FroHub Customer and as a result, it is the Partner’s responsibility, if the Partner is VAT registered, to charge VAT on the total value of the Booking or the Purchase and to provide a VAT receipt to the Customer, if requested.

8.10 If you sell physical goods on FroHub you need to include all applicable taxes in your listing prices.

8.11 In the event of fraudulent or alleged fraudulent activities by the Partner or if FroHub 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, or a Purchase, FroHub reserves the right to claim repayment from the Partner of any amount required to be repaid by FroHub to the Customer and for any Bank Charges relating thereto.

8.12 Any breach of this Clause 8 by the Partner will be a Material Breach of this Agreement.

  1. TERM OF AGREEMENT

9.1 This Agreement commences on the Effective Date and will continue in effect unless terminated in accordance with the below clauses:Termination for convenience by either party
This clause applies to FroHub Services and FroHub P2B Services

9.2 This Agreement may be terminated either in respect of the FroHub Services, the FroHub P2B Services or both, at any time, in writing on not less than 30 days’ written notice by either party to the other pursuant to the terms of this clause 9 or as otherwise permitted by law.

9.3 If the Partner decides to terminate this Agreement, it should give notice by sending an email to [email protected].

9.4 If FroHub decides to terminate this Agreement, we will contact you on the email or phone number provided by you.

Termination for cause by FroHub
This clause applies to FroHub Services and FroHub P2B Services

9.5 FroHub shall be entitled to terminate this Agreement immediately if it has an imperative reason for doing so, including (a) where a Partner is in breach of this Agreement or breaks a law or regulation (including Data Protection Legislation), or does something that infringes the rights of another including issues affecting the safety of a service, fraud or data breaches, (b) where a Partner engages in any illegal or inappropriate behaviour towards a Customer (including where reported by a Customer to the police), FroHub’s employees and/or the Partner’s own employees or (c) where there has been more than one Customer complaint about a Partner (“Imperative Reason”).

Termination for cause by either party.
This clause only applies to FroHub Services that are not FroHub P2B Services

9.6 Either party shall be entitled to terminate a FroHub Service that is not a FroHub P2B Service 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 to the extent that it relates to any FroHub Services, save for any FroHub P2B Services (including but not limited to a breach of clauses 3.1 (paying Charges and accepting Bookings) 3.3 (ensuring accuracy of Partner Content), 3.4 (consent for Partner Portfolio Photos) , 3.11 (non-solicitation of Customers) , 3.12 (avoiding Charges), 4.5 (proper use of reviews platform) 6 (Customer Data), 7.5 (Partner Content consents), and 8 (Payment Terms) 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;

(b) the other party is in persistent or repeated breach (whether a Material Breach or not and whether remediable or not) of any of the provisions of this Agreement;

(c) an encumbrancer takes possession or a receiver is appointed over any of the property or assets of that other party;

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

(e) 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);

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

(g) the other party ceases, or threatens to cease, to carry on business.

Freezing FroHub Services
This clause applies to FroHub Services and FroHub P2B Services

9.7 FroHub shall be entitled to temporarily freeze the account of any Partner, so that the Partner will be unable to receive Bookings or Purchases via FroHub and will not be visible on the Website or any Distribution Channels including in search results, if the Partner commits, or is suspected of committing, a Material Breach of any of the provisions of this Agreement (including but not limited to a breach of 3.1 (paying Charges and accepting Bookings), 3.3 (ensuring accuracy of Partner Content), 3.4 (consent for Partner Portfolio Photos) , 3.11 (non-solicitation of Customers) , 3.12 (avoiding Charges), 4.5 (proper use of reviews platform) 6 (Customer Data), 7.5 (Partner Content consents), and 8 (Payment Terms)) or if FroHub is investigating a possible Imperative Reason for termination.

9.8 If, following investigation, FroHub reasonably believes that a Material Breach has been committed, or that it has an Imperative Reason for termination, FroHub shall be entitled to terminate this Agreement pursuant to either clause 9.5 or 9.6 above.

9.9 In addition to the above and for the avoidance of doubt, clauses 7.3 and 8.2(a) also detail times where the Partner or FroHub may terminate this Agreement.

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

  1. 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:

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

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

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

(c) is already known to the recipient before receipt hereunder.

10.5 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.

10.6 This Clause shall survive the termination or expiry of this Agreement.

  1. LIABILITY

11.1 Subject to Clause 11.2 FroHub’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 FroHub hereunder on the date of the event giving rise to the relevant claim. Further, FroHub shall not be liable for any loss of income or profits, loss of contracts, goodwill, or other intangible losses or for any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise (even if FroHub has been advised by the Partner of the possibility of such loss or damage).

11.2 Nothing in this Agreement shall exclude or in any way limit FroHub’s liability for fraud or for death or personal injury caused by its negligence or for its wilful default or any other liability to the extent the same may not be excluded or limited as a matter of law.

11.3 This Clause 11 in its entirety shall survive the termination or expiry of this Agreement.

  1. RANKING

12.1 Customers can alter the search results and ranking by sorting a search by ‘Title’ or ‘Price.

  1. MISCELLANEOUS

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

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

13.3 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.

13.4 We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities, so please review our terms regularly. They are always available on our Website.

13.5 The Partner warrants, represents and undertakes to FroHub 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 13.5 and the Anti-Slavery Laws.

13.6 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.

13.7 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).

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

13.9 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.

13.10 If any term of this Agreement is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms.

13.11 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.

13.12 This Agreement shall be governed and interpreted in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the English courts to settle any dispute arising out of or in connection with this Agreement.


FroHub Limited t/a FroHub, Kemp House 152-160 City Road London, EC1V 2NX

Company number 11181393

 

 

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