Organiser Service Agreement for Q-buster
This document provides information about Q-buster and the legal terms and conditions (Terms) on which we provide the payment services (Services) offered on our website (our site) to you, as an Event and/or Subscriptions Organiser (Organiser).
These Terms will apply to any contract between us for the provision of Services to you (Contract). Please read these Terms carefully and make sure that you understand them, before using the Services. Please note that by using the Services, you agree to be bound by these Terms.
We amend these Terms from time to time. Every time you wish to use the Services, please check these Terms to ensure you understand the Terms which will apply at that time.
These Terms, and any Contract between us, are only in the English language.
- INFORMATION ABOUT Q-BUSTER
1.1 Q-buster is trading name and registered trademark of Red Fox Events Ltd.
1.2 Red Fox Events Limited operates the website www.q-buster.co.uk (“we”; “us”; “Q-buster”).
- THE SERVICES
2.1 We provide a quick and easy means for Organisers to set up an Account through which they can publicise and advertise entry to events organised by them and subscriptions to clubs that they operate. Organisers use our site so that individuals and/or organisations (Subscribers) that wish to enter an event or join a club advertised on our site by the Organiser, can do so through our site and pay their membership subscription or entry fees (the Organiser’s Fees) in accordance with our Subscriber Terms and Conditions.
2.2 You confirm that you have authority to bind the Organiser on whose behalf you use the Services.
2.3 You acknowledge that in entering into this Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in them.
2.4 You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
2.5 By making the Event / Subscription available to Subscribers on our site on your chosen date (Entries Open Date), this will act as confirmation that you are happy with setup on our site, and that you have tested it and you are satisfied that all details are correct and all prices payable are being applied under this Contract.
2.6 Changing any information on our site related to your Account after the Entries Open Date can be complex and so you warrant that at the Entries Open Date, you have provided all the relevant information. If you require to make any changes after the Entries Open Date, we will provide you with reasonable assistance, however, we do not warrant that any such changes can be made or implemented in the way that you wish.
2.7 We may seek from you evidence that your advertised event is going ahead, or that the advertised club membership is available as advertised. This may take the form of evidence of insurance for your event, or evidence of approval from a National Governing Body of the existence of your club. Your ongoing use of Q-buster will depend on your being able to provide this evidence if asked, and should there arise a need to suspend your Account due to failure to provide such evidence, Q-buster reserves the right to do so. In such circumstances we reserve the right at our sole discretion to refund Subscription Fees to Subscribers for that calendar month instead of making your monthly payment to you in accordance with Clause 4 below and to charge you for the relevant Transaction Charges (as defined below).
2.8 When a Subscriber completes and entry for and/or submits a payment through our site, you will be required to acknowledge and accept such entry and payment and an e-mail will be issued to the Subscriber confirming that a contract has been formed between you and the Subscriber.
2.9 You undertake to comply with all consumer protection legislation in relation to your dealings with the respective Subscriber.
- USE OF THE SERVICES, SECURITY AND CONTENT
3.1 As part of our site registration process, you will create a password for your Account. You are responsible for maintaining the confidentiality of the password and Account, and are fully responsible for all activities that occur under your Account, including, without limitation, all actions by sub-users registered under your Account.
You agree to immediately notify Q-buster of:
- any unauthorised use of your password or Account
- any other breach of security
You also agree to ensure that you exit from your Account at the end of each session.
Q-buster cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this Clause or from any unauthorised access to or use of your Account.
In the event of any dispute between two or more parties as to Account ownership, you agree that Q-buster shall be the sole arbiter of such dispute in its sole discretion and that Q-buster's decision (which may include termination or suspension of any Account subject to dispute) shall be final and binding on all parties.
3.2 You agree that all material, including without limitation information, data, software, text, design elements, graphics, images and other content contained in or delivered via the Services or otherwise made available by Q-buster in connection with the Services (collectively, "Content"), is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws.
Q-buster may own the Site Content or portions of the Site Content may be made available to Q-buster through arrangements with third parties. Except as expressly authorized by Q-buster in writing or in connection with your use of the intended functionality of the Services, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Site Content, or post any Site Content on any other website or in a networked computer environment for any purpose.
Reproducing, copying or distributing any Content for any other purpose is strictly prohibited without the express prior written permission of Q-buster. You shall use the Content only for purposes that are permitted by these Terms and any applicable laws and regulations (foreign and domestic). Any rights not expressly granted herein are reserved.
3.3 You acknowledge and agree that if you contribute, provide or make available any Content to the Site ("Your Content"), you hereby grant to Q-buster a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right and licence to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display and otherwise exploit Your Content, in whole or in part, in any media now known or hereafter developed, for any purpose whatsoever. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing licence, and that all Your Content (i) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party, and (ii) complies with all applicable laws and regulations (foreign and domestic) (iii) is not defamatory or offensive. In addition, Your Content must be accurate and truthful. Q-buster reserves the right to remove any of Your Content from the Site at any time if Q-buster believes in its sole discretion that it does not comply with these Terms. In addition, you agree that Q-buster may use your name and logo (whether or not you have made it available through the Site) for the purpose of identifying you as an existing or past customer of Q-buster both on the site and in marketing and promotional materials.
3.4 Q-buster hereby grants you a non-exclusive, non-transferable, non-sub-licensable right to access and use the Services solely for the purposes of creating an event or subscription page with respect to, and promoting, managing, tracking, and collecting the Organiser’s Fee through your Account. Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly: (i) modify, reproduce or otherwise create derivatives of any part of the Services or Content (as defined below); (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organisation of all or any part of the Services (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (iii) rent, lease, resell, distribute or use the Services for commercial purposes except for the limited commercial purpose of collecting Entry Fees through the Site as an Organiser); (iv) remove or alter any proprietary notices or labels on or in the Services or Content; or (v) engage in any activity that interferes with or disrupts the Services.
- REFUND POLICY
4.1 Event Entry Refunds:
- Event entry fees and transaction charges are non-refundable.
- In extreme circumstances the Organiser at their sole discretion may grant a refund of event entry fee or a free transfer of entry to an alternative event planned by the same event Organiser.
- All refund requests must be made to the Organiser.
- We will only issue refunds to a Subscriber if instructed to do so by the Organiser.
- All communications or disputes regarding refunds are between the Organiser and the Subscriber.
7.2 Membership Subscription Refunds:
- Subscribers have up to 14 days to cancel their Membership Subscription.
- All refund requests must be made to the Organiser.
- We will only issue refunds to Subscribers if instructed to do so by the Organiser.
- A full refund of the membership subscription will be given, provided that the Subscriber has not accepted and/or used any membership benefits between the payment date and the date of their cancellation of Membership Subscription.
- If the subscriber has accepted and/or used any membership benefits in that period, a deduction will be made from the refunded membership subscription, which is proportionate to the benefits accepted and/or used. The deduction will be decided by the Organiser.
- With exception of the rights to cancel a subscription as described in clauses 4.2 a) to c), membership subscriptions and associated costs are non-refundable, including in circumstances where the subscriber is unable to use their Membership.
- The Organiser may offer the subscriber the right to transfer their Membership to a third party in which case the original subscriber will not be entitled to any refund. Alternatively, at the Organiser’s sole discretion a refund of membership subscription may be provided.
- All communications or disputes regarding refunds are between the Organiser and the Subscriber.
- PAYMENT AND REFUND TERMS
5.1 In return for the provision of the Services, Q-buster shall be entitled to apply the charges (as specified in Clauses 5.2 and 5.3 below) to all transactions (inclusive of refunds) processed through the site (Transaction Charges), which shall be payable by you in accordance with the terms of this Clause 5.
5.2 There is one method of applying Transaction Charges for the provision of the Services.
- The Entry to an event or subscription to a club is advertised to the public with the Organiser’s Fee shown. Q-buster will charge to Subscribers, a Transaction Charge in addition to the Organiser’s Fee, which will be advertised to them, for entry to the event or subscription to a club through our site. All such Transaction Charges will be retained by Q-buster.
5.3 The transaction charges are as follows:
- There is no direct charge to the Organiser for using Q-buster, the Subscriber is charged £0.90 or 5% of their payment (whichever is greatest) for each entry (transaction charge). However as part of Q-busters commitment to quality sports development, if the Organiser (e.g. Running Club, Triathlon Club etc) is affiliated to a recognised Governing Body of Sport such as Scottish Athletics or Scottish Triathlon then the fee to your Subscribers is reduced, so each Subscriber is only charged £0.60 or 5% of their payment (whichever is greatest) for each entry.
- Each entry or subscription where the Organiser types the Subscriber’s details into the system, e.g. from a paper form or similar, will be handled at no charge.
- There is no transaction charge for card refunds to the Subscriber. However the Subscriber will not be refunded their initial Transaction Charge, only their entry fee or membership fee.
- All Transaction Charges are quoted inclusive of VAT.
5.4 If instructed to do so by the Organiser or if required by the Terms of this Contract, Q-buster shall refund any Organisation’s Fees payable to Subscribers. Q-buster is charged (by its banks) for refund transactions in the same way that it is charged for the entry transaction. The Transaction Charges for all Refunds will be charged to the Organiser at £1 per payment or £4 if the payment has been made more than 18 months advance of the cancellation date. These Transaction Charges will be subtracted from the final payment made by us to the Organiser in accordance with Clause 5.8 below.
5.5 Organisers will refund Subscribers in accordance with the Refund Policy as detailed in Clause 4 and against any claims made against Q-buster resulting from the Organiser’s failure to comply with relevant consumer protection laws.
5.6 The terms of the Credit Card Act 1974 requires that when a Subscriber has paid for something on their card, they should be refunded onto the same card from where the payment came.
5.7 If we try to refund a Subscriber through our site and we do not hold enough funds on behalf of the Organiser to make the relevant payment to the Subscriber, the Organiser will, by bank transfer or cheque, pay sufficient sums to Q-buster to cover the refund (inclusive of any associated Transaction Charge).
5.8 Q-buster will provide the Organiser with a monthly statement of account for subscriptions detailing the sum payable to the Organiser for the relevant month. Such sums payable shall be the Organiser’s Fees paid by Subscribers less any: (i) Transaction Charges; (ii) applicable sales taxes (where relevant); and (iii) refunds. The monthly statement will be generated within the first week of the following month and delivered to the Organiser as an email.
5.9 Unless notified in advance of alternative arrangements, within the first week of each month Q-buster will make a payment by BACS transfer to the Organiser of the sums due to the Organiser for subscriptions as detailed in the statement issued to the Organiser under Clause 5.8 above. However, if the statement shows that the Organiser is due any monies to Q-buster, Q-buster shall issue an invoice to the Organiser within the relevant week and the Organiser shall pay the invoice within 14 days of the date of issue.
5.10 Unless notified in advance of alternative arrangements, within the first week following an event Q-buster will make a payment by BACS transfer to the Organiser of the sums due to the Organiser as entry fees as detailed in the statement issued to the Organiser under Clause 5.8 above. However, if the statement shows that the Organiser is due any monies to Q-buster, Q-buster shall issue an invoice to the Organiser within the relevant week and the Organiser shall pay the invoice within 14 days of the date of issue.
5.12 All card payments will be processed by Pay 360 by Capita.
- EVENT/SUBSCRIPTION CANCELLATION OR SUBSTITUTION
6.1 The Organiser agrees to communicate its event entry terms and conditions and/or its membership terms and conditions clearly to all Subscribers.
6.2 The Organiser undertakes that if there is a substantive change to an event advertised through its account, such as but not limited to:
- event cancellation; or
- change of date or location, or event format (e.g. from triathlon to duathlon),
Subscribers will be entitled to a full refund payable by you in accordance with the terms of Clause 4 above. Subscribers will have entered into a contract with you to attend your event as you described it or receive membership benefits as advertised, and need not accept an alternative of your choosing.
- INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights including in particular, trade marks, logos and copyright shall be owned by the party introducing the same. Both parties hereby grant a licence to the other party of its logos, trademarks and advertising materials for the duration of this Contract and for a period of one year after for the purpose of advertising the Event and the publication of post Event promotional materials.
7.1 The parties undertake that they shall not at any time disclose to any person technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the it by the other party to this Contract, except as permitted by Clause 7.2.
7.2 The parties may disclose the other party’s confidential information:
- to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Clause 7; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- ORGANISER’S OBLIGATIONS AND WARRANTIES
8.1 The Organiser warrants that all information, marketing material and information provided by it to us under this Contract is owned by the Organiser and is accurate and correct.
8.2 The Organiser warrants that it shall comply with all applicable legislation, regulations and requirements in relation to running the event and/or club advertised and contracting with Subscribers who wish to enter the event or join the club.
8.3 The Organiser undertakes to comply with all reasonable requests of Q-buster to assist Q-buster in providing the Services.
8.4 The Organiser hereby indemnifies Q-buster against any and all loss incurred by Q-buster resulting from: -
(i) a breach of these Terms by the Organiser;
(ii) the running of the event or any failure by the Organiser to run the event or provide the club membership;
(iii) any claims by any Subscribers for a refund, regardless of the reason for such a refund.
- LIMITATION OF LIABILITY
9.1 Nothing in this agreement limits or excludes either party’s liability for:
- death or personal injury caused by its negligence;
- fraud or fraudulent misrepresentation; or
- breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
9.2 Subject to Clause 9.1, Q-buster shall not be liable to the Organiser, whether in contract, delict (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for:
- loss of profits;
- loss of sales or business;
- loss of agreements or contracts;
- loss of anticipated savings;
- loss of or damage to goodwill;
- loss of use or corruption of software, data or information;
- any indirect or consequential loss.
9.3 Subject to Clause 9.1 and Clause 9.2, Q-buster's total liability to the Organiser, whether in contract, delict (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement shall be limited to the Transaction Charges received by Q-buster through the Organiser’s use of their Account.
9.4 Q-buster shall not be liable for any loss incurred as a result of down time of our site provided that the down time is not directly attributable to an act or omission of Q-buster.
- DATA PROTECTION
10.1 The parties agree that the Organiser shall be regarded as the Data Controller under the Data Protection Act 1998 for the purpose of organising the event and/or running the club and that Q-buster shall be regarded as a Data Processor.
11.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
- the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified to make such payment;
- the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so;
- the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
- the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 OR (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 OR (being a partnership) has any partner to whom any of the foregoing apply;
- the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
- a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company);
- an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
- the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
- a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
- the other party (being an individual) is the subject of a bankruptcy petition or order;
- a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
- any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 11.1(d) to Clause 11.1(k) (inclusive);
- the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
- the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
11.2 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
- OTHER IMPORTANT TERMS
12.1 We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms.
12.2 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
12.3 This contract is between you and us. No other person shall have any rights to enforce any of its terms.
12.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
12.5 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
12.6 These Terms are governed by Scots law. This means a Contract for the use of Services through our site and any dispute or claim arising out of or in connection with it will be governed by Scots law and the courts of Scotland will have non-exclusive jurisdiction.