Venue Partner Terms and Conditions

1.Introduction and Parties

These Terms and Conditions (the "Agreement") govern the relationship between Memoire Collective Ltd ("WakeVenues", "we", "us" or "our") and the venue, business or individual ("Venue Partner", "you" or "your") who registers to list on the WakeVenues platform.

By completing the registration process and ticking the acceptance checkbox, you enter into a legally binding agreement with us. Your acceptance is recorded together with the date and time of registration.

Company Details

Memoire Collective Ltd
Winchester House, Deane Gate Avenue, Taunton, Somerset, TA1 2UH
Company registration number: 17145073
VAT registration: pending. Once registered, VAT may be added to subscription fees at the prevailing UK rate.
Contact: hello@wakevenues.co.uk

2.Definitions

• "Platform" means the WakeVenues website (wakevenues.co.uk) and any future Memoire Group sites covered by the Venue Partner's chosen plan.
• "Listing" means the venue profile page created and maintained by the Venue Partner on the Platform.
• "Enquiry" means a message submitted by a family or event organiser through the Platform to a Venue Partner.
• "Enquiry Credit" means a unit that, when consumed, delivers one Enquiry to a Venue Partner on the Free plan.
• "Founder Rate" means the discounted Solo subscription price available to qualifying early Venue Partners, as defined in Clause 5.
• "Plan" means the subscription tier chosen by the Venue Partner: currently Free or Solo. Additional plans (Growth and Collective) are in development.
• "Memoire Group Sites" means the collection of occasion-specific venue directories operated by Memoire Collective Ltd. Currently this comprises WakeVenues. Additional sites are planned for future launch.

3.Plans and Pricing

WakeVenues currently offers two plans: Free and Solo. WakeVenues does not charge commission on any enquiry or booking. Subscription fees are exclusive of VAT. VAT may be added at the prevailing UK rate once Memoire Collective Ltd is VAT registered.

3.1 Free Plan

The Free plan allows Venue Partners to list on WakeVenues at no monthly cost. Each new Venue Partner receives 5 Enquiry Credits on registration (see Clause 4). Free plan listings appear below Solo plan listings in search results.

3.2 Solo Plan

The Solo plan provides unlimited enquiries and an enhanced listing on WakeVenues at the monthly fee set out above. Features include enhanced profile with photographs, priority placement in search results above Free listings, full analytics, and a click-to-call phone number displayed to families.

3.3 Future Plans

WakeVenues is developing additional plans (Growth and Collective) which will allow listing across multiple Memoire Group sites. These plans are not currently available for purchase. Existing Solo subscribers will be notified by email when these plans launch and will have the option to upgrade.

3.4 Annual Billing Discount

Venue Partners who choose annual billing receive a discount equivalent to two months free (approximately 17 percent saving). Annual fees are payable in full at the start of each billing period and are non-refundable except as set out in Clause 7.

3.5 Auto-renewal

Subscriptions renew automatically at the end of each billing period unless cancelled in accordance with Clause 7. You will receive a reminder by email not less than 14 days before any annual renewal date.

4.Enquiry Credits

Enquiry Credits apply to the Free plan only. Each credit entitles the Venue Partner to receive one Enquiry. Credits are consumed automatically when an Enquiry is delivered to the Venue Partner's registered email address.

4.1 Included Credits

All Venue Partners joining on the Free plan receive 5 Enquiry Credits at no charge upon registration. These credits do not expire whilst the account remains active.

4.2 No Top-up Credits

Top-up Enquiry Credits are not available for purchase. Venue Partners who require more than 5 enquiries should upgrade to the Solo plan, which provides unlimited enquiries.

4.3 No Credits Required on Solo Plan

Venue Partners on the Solo plan receive unlimited enquiries. Credits are not required and any unused Free plan credits are suspended (not lost) for the duration of the Solo subscription. If the Venue Partner returns to the Free plan, unused credits are reinstated.

4.4 Spam or Fraudulent Enquiries

If a Venue Partner believes an enquiry is spam or fraudulent, they may request a credit refund by contacting hello@wakevenues.co.uk within 14 days. WakeVenues will review the enquiry and, if appropriate, restore the credit. Decisions on spam refunds are at the reasonable discretion of WakeVenues.

5.Founder Rate

The Founder Rate is a permanent discounted Solo subscription price available to qualifying early Venue Partners, recognising those who help build the platform in its early days.

5.1 Eligibility

A Venue Partner qualifies for the Founder Rate if they subscribe to the Solo plan within either:

• the first six months of the WakeVenues site launch date, or
• the first 200 paid Venue Partners to subscribe across the Memoire Group,

whichever occurs first. WakeVenues will notify all registered users when the Founder Rate window is approaching its close.

5.2 Founder Rate

Solo plan: 19 pounds per month (exclusive of VAT), compared to the standard rate of 29 pounds per month (exclusive of VAT).

5.3 Price Lock and CPI Adjustment

The Founder Rate is locked for the lifetime of the Solo subscription, provided the Venue Partner remains on the Solo plan without lapsing. The rate will not be increased except in line with the Consumer Price Index (CPI), subject to a maximum annual increase of 2 percent. Any CPI adjustment will be applied on 1 April each year and notified not less than 30 days in advance.

5.4 Lapsing of Founder Rate

The Founder Rate is forfeited if the Venue Partner:

• cancels their Solo subscription and later re-subscribes,
• downgrades to the Free plan for more than 30 days,
• allows payment to lapse for more than 30 days following written notice.

Once forfeited, the Founder Rate cannot be reinstated.

5.5 Future Plan Upgrades

When Growth or Collective plans launch, Founder Rate Solo subscribers will retain a discounted rate on those plans, calculated on a comparable basis to the original Founder Rate. The exact rates will be communicated at launch.

6.Listing Requirements and Obligations

6.1 Accuracy

You warrant that all information in your Listing is accurate, complete and not misleading. You are responsible for keeping pricing, availability, capacity and facilities up to date. Pricing displayed to families is shown inclusive of VAT.

6.2 Conduct

You agree to respond to all enquiries within 48 hours where reasonably practicable, and to treat all enquirers with dignity and sensitivity, particularly given the context of funeral wakes and bereavement.

6.3 Direct Bookings

WakeVenues passes enquiries from families directly to your registered email address. All subsequent communication, quoting, booking and payment is between you and the family directly. WakeVenues does not process bookings or payments on your behalf and is not a party to any booking contract formed between you and a family.

6.4 Prohibited Content

Listings must not contain content that is false, defamatory, offensive, discriminatory or in breach of any applicable law. WakeVenues reserves the right to remove or edit any Listing that breaches these requirements, with notice where reasonably practicable.

6.5 Images and Media

By uploading images or other media to your Listing, you grant WakeVenues a non-exclusive, royalty-free licence to use that content for the purpose of operating, displaying and promoting the Platform. This licence does not extend to external advertising without your express written consent.

7.Cancellation and Termination

7.1 Cancellation by Venue Partner

You may cancel your subscription at any time through your account dashboard or by contacting us.

• Monthly Solo plan: cancellation takes effect at the end of the current monthly billing period. No refund is given for the current period.
• Annual Solo plan: cancellation takes effect at the end of the current annual billing period. No partial refund is given.
• Free plan: you may close your account and remove your Listing at any time with immediate effect.

7.2 Cancellation by WakeVenues

WakeVenues may suspend or terminate a Listing or account with reasonable notice (or with immediate effect for serious breach) if the Venue Partner:

• materially breaches these Terms and Conditions,
• provides false or misleading information,
• fails to pay fees when due,
• engages in conduct harmful to families using the Platform,
• engages in conduct materially harmful to the reputation of WakeVenues.

In the event of termination by WakeVenues without material cause, a pro-rata refund of any prepaid subscription fees will be issued.

7.3 Effect of Cancellation

Upon cancellation or termination, your Listing will be removed from the Platform within 30 days. Listing data and uploaded images are deleted within 30 days of account closure. Enquiry records are retained for 7 years for accounting and legal compliance purposes, after which they are deleted. You may request earlier deletion of your enquiry records, subject to legal retention requirements.

7.4 Unused Free Plan Credits

Any unused Enquiry Credits on the Free plan are forfeited upon account closure.

8.Payment Terms

Subscription fees are collected via Stripe, a PCI-compliant third-party payment processor. We do not store card details. Stripe's privacy policy applies to payment processing.

If payment fails, WakeVenues will notify you by email and retry after 3 days. If payment remains outstanding after 14 days, the subscription may be suspended. Founder Rate protection during payment lapse is governed by Clause 5.4.

9.Intellectual Property

All intellectual property in the WakeVenues platform belongs to Memoire Collective Ltd. Nothing in this Agreement transfers any intellectual property rights to the Venue Partner.

The Venue Partner retains all intellectual property rights in the content they upload to their Listing, subject to the licence granted under Clause 6.5.

10.Limitation of Liability

WakeVenues provides the Platform as a marketplace connecting venue owners with families and event organisers. We do not inspect, endorse or guarantee the quality of any venue listed. We are not a party to any booking contract formed between a Venue Partner and a family.

To the fullest extent permitted by law, WakeVenues shall not be liable for:

• any loss of revenue, bookings or profit arising from your use of the Platform,
• any indirect or consequential loss arising from this Agreement,
• any loss arising from reliance on information provided by third parties on the Platform,
• any dispute, loss or damage arising from a booking contract between a Venue Partner and a family.

Our total aggregate liability to you shall not exceed the total fees paid by you to WakeVenues in the 12 months preceding the event giving rise to the claim. Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

11.Data Protection and Privacy

WakeVenues processes personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Our Privacy Policy explains how we collect, use and protect personal data.

You are responsible for ensuring that any personal data you process in connection with your use of the Platform, including enquiries received from families, complies with applicable data protection law.

12.Changes to These Terms

WakeVenues may update these Terms and Conditions from time to time. Where changes are material, we will notify Venue Partners by email not less than 30 days before the changes take effect. Your continued use of the Platform after that date constitutes acceptance of the updated terms.

Changes to standard subscription pricing will be notified not less than 60 days in advance. Founder Rate adjustments are governed by Clause 5.3.

13.Governing Law and Disputes

This Agreement is governed by the laws of England and Wales. Any dispute arising from this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Before commencing legal proceedings, both parties agree to attempt to resolve any dispute by good faith negotiation. If a dispute cannot be resolved within 30 days of written notice, either party may refer the matter to mediation before pursuing litigation.

14.General

• Entire agreement: This Agreement constitutes the entire agreement between the parties regarding your use of the Platform.
• Waiver: Failure by WakeVenues to enforce any provision shall not constitute a waiver of that provision.
• Severability: If any provision is found to be unenforceable, the remaining provisions shall continue in full force and effect.
• Assignment: You may not assign your rights under this Agreement without our prior written consent. WakeVenues may assign its rights to a successor business.