1. Definitions
“Affiliate”, “Business Day”, “Confidential Information”, “Content” (venue photos, logos, copy), “Controller/Processor” (as per applicable law), “Fees”, “Inquiry”, “Lead” (booker PII + event context submitted via Platform), “Listing” (venue profile page), “Non-Verified Listing” (compiled from public sources), “Order Form” (plan selection/fees), “Personal Data”, “Platform”, “Qualified Booking” (booking that meets Annex A conditions), “Services” (Portal + related), “Subscription Term”, “Venue” (contracting entity), “Venue Advisors” (advisory/concierge referrals), “we/us/our” (Venue Wise FZ-LLC), “you/your” (Venue). Capitalized terms used but not defined here have the meanings given in context.
2. Acceptance & Accounts
2.1 Click-wrap. By clicking “Accept”, you enter a binding e-contract on behalf of the Venue. We keep time-stamped records (user ID, version) as proof.
2.2 Authority. You represent you’re authorized. We may request proof (trade license, POA) and suspend if disputed.
2.3 Account Security. Keep credentials confidential; notify us of suspected compromise immediately. See Annex C.
3. Scope of Services; Relationship
3.1 We provide the Platform for venue discovery, Listings, lead routing, and optional paid features.
3.2 We are not your agent, broker, or fiduciary; we do not guarantee minimum traffic, leads, or bookings.
4. Listings & Content
4.1 Venue Content License. You grant us a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to host, reproduce, adapt, display, distribute, and promote Venue Content in connection with operating and improving the Platform and your Listing. Survives for 12 months post-termination for cache/backups.
4.2 Accuracy. You must ensure content, availability, and pricing are truthful and updated.
4.3 IP. You warrant you own/have rights to uploaded logos/photos and that publication won’t infringe third-party rights.
4.4 Brand Use by Venue Wise. We may use your name/logo in case studies and customer lists; you can opt out for future uses with 10 Business Days’ notice.
5. Non-Verified Listings (Public Data)
5.1 We may publish Non-Verified Listings compiled from public sources for discovery only and disclaim accuracy.
5.2 Takedown/Verification. If you own/represent a venue and object, notify us at [email protected]; we’ll verify, correct, or remove within 7 Business Days.
5.3 Using a brand/logo here does not imply endorsement or affiliation.
6. Acceptable Use Policy [see Annex C]
No scraping, bulk unsolicited contact, resale of leads, reverse engineering, security probing, illegal/discriminatory content, or attempts to bypass subscriptions. Breaches may result in suspension/termination.
7. Leads & Inquiries
7.1 Lead Definition. A Lead is the booker’s PII and event context submitted via the Platform.
7.2 Sharing. We may route Leads to you according to your plan and the booker’s choices.
7.3 Use Limits. You may contact a Lead for the stated event and reasonable follow-ups for up to 90 days (with opt-out). No resale, data enrichment for unrelated marketing, or spam.
7.4 SLA & Re-assignment. Acknowledge within 24 hours; we may re-route unacknowledged Leads to maintain booker experience.
7.5 Attribution. A Lead becomes a Qualified Booking only if the conditions in Annex A are met.
8. Reviews & Moderation
We may host reviews/testimonials. We can moderate for authenticity, illegality, or defamation. You may dispute with supporting evidence; we’ll review within 10 Business Days. See Annex E.
9. Ranking, Placement & Ads
We may adjust ranking algorithms and sell sponsored placements; sponsored content will be clearly labeled. Material changes that may significantly impact average visibility will be notified 15 days in advance.
10. Third-Party Services
Delivery of WhatsApp/SMS/email is “best efforts”. We’re not liable for third-party outages, CDNs, communications gateways, analytics, or AI tooling.
11. Data Protection & Privacy
11.1 Roles. Each party is an independent controller of its own processing unless otherwise stated in Annex B (DPA Summary).
11.2 Compliance. We will process Personal Data per our Privacy Policy and applicable law (incl. UAE Federal Decree-Law No. 45/2021 (PDPL) and, where applicable, GDPR).
11.3 Security. We maintain administrative, technical, and physical safeguards appropriate to risk.
11.4 Incidents. We will notify you without undue delay (aim: within 72 hours) of a Personal Data breach impacting your Leads, with nature, scope, and remediation.
11.5 Transfers/Retention. As in Annex B.
12. Fees, Taxes & Payment [see Annex A]
Plan tiers, features, billing cycles, renewals, late fees, VAT handling, refunds/proration, upgrades/downgrades, and commission rules for Venue Advisors referrals are set out in Annex A.
13. Changes to Terms
We may update these Terms. Material changes: at least 15 days’ notice; if you object, you may terminate your subscription before the effective date with a pro-rated refund of prepaid Fees. We maintain a public version history.
14. Term; Suspension; Termination
14.1 Term runs with your Subscription Term; free tier is month-to-month.
14.2 We may suspend for AUP/security risk, non-payment, or legal compliance.
14.3 Either party may terminate for uncured material breach after 30 days’ notice (10 days for non-payment). You may terminate for convenience effective end of current billing cycle.
14.4 Post-Termination. On request within 30 days, we will provide an export (CSV/JSON) of your Listing and unexpired Leads. We may retain data as required by law or for legitimate interests (defense of claims). Clauses 4.1 (limited survival), 6, 7, 11, 16–22 survive.
15. Warranties
You warrant regulatory compliance (fire/life safety, HSE, permits incl. food/alcohol if applicable), insurance, and that information provided is accurate and not misleading. Services are provided “AS IS” to the maximum extent permitted by law.
16. Indemnities
16.1 By Venue. You will indemnify and defend us against third-party claims arising from Venue Content, services you provide to bookers, or your legal non-compliance.
16.2 By Venue Wise. We will indemnify and defend you against third-party claims that the Platform (excluding your Content/third-party components) directly infringes IP, or claims arising from our willful misconduct or gross-negligent data protection violations.
16.3 Control. Indemnified party must promptly notify; indemnifying party controls defense/settlement; no admission or settlement without consent (not unreasonably withheld).
17. Liability
17.1 Exclusions. Neither party is liable for indirect, incidental, special, punitive, or consequential damages (incl. lost profits, revenue, goodwill, or data).
17.2 Cap. Each party’s aggregate liability in any 12-month period is limited to the Fees paid or payable by you to us in that period; for the free tier, AED 1,000.
17.3 Carve-outs. Exclusions/caps do not apply to (a) unpaid Fees, (b) IP indemnity obligations, (c) confidentiality breaches, or (d) willful misconduct/gross negligence.
18. Confidentiality
Mutual confidentiality of non-public information, with standard exceptions; 3-year survival (5 years for trade secrets).
19. Compliance
You will comply with applicable sanctions, anti-bribery/anti-corruption, AML/CFT, and export control laws; we may suspend for suspected violations.
20. Force Majeure
Neither party is liable for delays/failures due to events beyond reasonable control; the affected party will mitigate and notify promptly.
21. Assignment
Either party may assign to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets, with notice; otherwise, consent not to be unreasonably withheld.
22. Governing Law & Dispute Resolution
22.1 Law. Laws of the UAE (non-conflict).
22.2 Arbitration. Any dispute will be finally resolved by arbitration under DIAC Rules; seat Dubai, language English. Either party may seek interim injunctive relief from competent courts.
23. Notices
Notices must be sent to the contacts in the Order Form (and [email protected]) by registered email or courier; effective upon receipt.
24. Order of Precedence; Entire Agreement; Severability; No Waiver
Order Form > Annexes (A–E) > these Terms > policies referenced. Entire agreement supersedes prior terms. If any clause is invalid, the remainder remains effective; no waiver unless in writing.
Annex A – Fees, Billing & Qualified Booking Rules
- Currency/VAT. All Fees in AED, exclusive of VAT.
- Billing. Monthly in advance; auto-renew. Net 30 days for invoices (or card on file). Late fees: 1.5%/mo or statutory max.
- Plan Moves. Upgrades pro-rated immediately; downgrades take effect next cycle.
- Refunds. No refunds for partial periods except where you terminate due to Material Change (Section 13).
- Qualified Booking (QB). A QB occurs when (i) a Lead originated from Platform within 90 days of contract/deposit; (ii) the same event scope; and (iii) a deposit or signed contract is recorded.
- Venue Advisors Commission. If Venue Advisors introduces a QB (per intro email/tracking ID), commission X% of the net booking amount (excl. taxes, third-party costs), due 28 days after deposit/signed contract; subject to audit of relevant records within a reasonable window.
- Disputes. Raise within 30 days of invoice.
Annex B – Data Processing (DPA Summary)
- Roles. Each party is independent controller for its own processing. Where we process Leads strictly on your instruction (if any specific feature requires), we act as processor.
- Purpose. Provide Services, security, troubleshooting, analytics, anti-fraud, product improvement.
- Legal Bases. Legitimate interests or consent (as applicable).
- Transfers. May transfer to sub-processors with adequate safeguards (SCCs or UAE-approved mechanisms). Sub-processor list maintained online.
- Data Subject Rights. Cooperate to fulfill access, deletion, correction, portability requests.
- Retention. Retain Leads for your active use; delete or de-identify on request or within 180 days after termination unless legally required otherwise.
- Security. Risk-appropriate controls (access control, encryption in transit, backups, logging).
- Incident Notice. Without undue delay (aim: within 72 hours).
- Audits. Reasonable documentation; third-party reports (e.g., ISO/SOC) where available.
Annex C – Acceptable Use Policy
- No scraping, spam, lead resale, shadow accounts, security probing, or illegal/discriminatory content.
- No attempts to bypass plan limits or mask true identity/authority.
- We may rate-limit, suspend, or terminate for violations.
Annex D – Takedown & Brand Use SOP
- IP/Defamation Complaints: Email [email protected] with proof; we action within 7 Business Days (expedited for court/government notices).
- Brand Opt-out: Email [email protected]; we cease new uses within 10 Business Days.
Annex E – Reviews Policy
Authenticity checks; moderation for illegal/defamatory content; counter-statements allowed; archive versioning; decisions in 10 Business Days where feasible.
