1. Scope of the agreement
1.1 This agreements sets out the terms and conditions which govern the Venture website builder and associated services and other products of Venture Online Ltd as between you (“Customer”, “You” or “Your”) and Venture Online Ltd (“Venture Online”,"Venture", "We", "Us" or "Our").
1.2 This agreement only governs the legal rights and obligations between the Customer and Venture in relation to the creation of websites, ecommerce sites, funnels, marketing automations, blogs and other features (the “Service”).
2. Application of general terms and conditions
2.1 Any purchase or other conditions of the Customer shall not apply unless expressly accepted by Us in writing. Deviating agreements, subsequent supplementary agreements or amendments as well as (verbal) agreements and/or undertakings by employees, representatives or agents shall only be binding on Venture if they have been confirmed by Us in writing.
2.2 All offers and other communications from Venture shall be without obligation unless expressly stated otherwise by Venture in writing.
2.3 The Customer guarantees the accuracy and completeness of the requirements, performance specifications and all other data, subject to which Venture offers the Service.
2.4 If any provision of these general terms and conditions is null and void or is annulled, the other provisions of these general terms and conditions shall remain in full force and, with regard to the annulled or void provision, the purpose of this provision shall be adhered to as closely as possible. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this agreement is deemed deleted the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
2.5 A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. Failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
3. Agreement, price and payment
3.1 This agreement applies from the moment the Customer places an order via the registration page and the Customer has logged in for the first time, or by signing this agreement. If the agreement is entered into within a promotional period, the agreement continues after any trial period unless terminated in writing prior to the end of the trial period.
3.2 Not relevant.
3.3 All invoices shall be paid by the Customer in accordance with the payment conditions stated on the invoice. In the absence of specific conditions, the Customer shall pay Venture within 30 days of the invoice date.
4. Service availability
4.1 Venture will use reasonable endeavours to ensure that where practical an advance notice of Service interruptions will be sent by Venture to the Customer. There may be occasions when notice is not given or unscheduled Service interruptions occur such as, without limitation as necessary for maintenance and upgrades.
4.2 Venture will use reasonable endeavours to keep the Service available for the Customer. Venture disclaims all liability for any direct or indirect damage that the Customer might incur as a result of the unavailability or discontinuation of the Service.
5. Security
5.1 Access to the Customer database and other Customer data is password protected. Venture provides a daily backup of the Customer's data and ensures that the client's data at Venture is only available to those users that the Customer has granted access. The Customer is obliged to keep his passwords in such a way that they are not lost or misused (including without limitation allowed others to have access to these passwords).
5.2 Venture disclaims all liability in relation to the consequences of Customer’s loss or misuse of its passwords; and Customer indemnifies Venture for all losses incurred by Venture for such loss or misuse.
6. Support - additional options
Support is available via email. Venture will endeavour to respond to support requests within 24 hours, however it is not guaranteed.
7. Archive and storage
On written application by Customer, Venture will provide the Customer with details of its use of the Service for the previous two (2) years.
8. Data Protection
For details of how Customer’s personal data is collected, used, disclosed and what choices the Customer has regarding its personal data see our Privacy Policy.
9. Liability
9.1 Nothing in this agreement limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
9.2 Subject to clause 9.1, Venture disclaims all liability arising from:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
9.3 Subject to clauses 9.1 and 9.2, Venture’s aggregate liability to Customer shall not exceed the price paid by the Customer for its subscription during the previous 12 months.
10. Intellectual Property
In relation to the provision of the Service (“Deliverables”):
(a) Venture and its licensors shall retain ownership of all Intellectual Property Rights (meaning all patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world) in the Deliverables, excluding the Customer materials.
(b) Customer has no rights in the Intellectual Property of the Deliverables except where expressly granted in writing by Venture.
(c) Customer undertakes not to use the Service to gain unauthorised access to information from Venture.
11. Variation to terms and prices
11.1 We reserve the right to amend the terms and conditions of this agreement. Any such change may be made subject to one (1) months' written notice. Changes will be notified by e-mail to the e-mail address provided when registering Customer Data.
11.2 Notwithstanding the general right to amend this agreement above, We are also entitled to make general price adjustments. Prices are based on various factors, including without limitation, rates, wages, taxes, duties and general costs, applicable at the offer or quotation moment. If after the order confirmation there is a change in one or more cost price factors, Venture is entitled to adjust the agreed price accordingly.
11.3 The displayed plans and prices on the website (found at www.ventureonline.co) are subject to change periodically.
12. Measurement of subscription, and automatic change of level
12.1 Venture has different subscription levels - Basic, Professional and Advanced. Each subscription has a limited number of entitlements. You can read more about the different levels at www.ventureonline.co/pricing.
12.2 The basis for the subscription levels is the number of website pages, funnels, storage, bandwidth, contributors, store products. When the Customer reaches the limit of any of the entitlements offered within the plan then they will not be able to create more of the entitlement that has reached maximum allowance under the plan. The Customer has the option to increase its subscription level at any time. An invoice for the outstanding amount will be issued if the level change takes place during a subscription period that has already started.
13 Termination
13.1 The agreement is valid for one month or one year from the registration of the subscription, depending on the plan duration selected during registration. The subscription continues on a rolling monthly or annual basis until terminated by either party on one (1) month’s written notice.
Notice of termination may be given via the user portal which can be accessed at www.ventureonline.co/login
13.2 We may immediately terminate the agreement in writing at any time and without notice at Our sole discretion in the event of Your misuse of any part of the Service or Your breach of the agreement; in such cases any prepaid fees will not be refunded.
13.3 Upon termination, your account access will remain open until the renewal date, at which point Your access to the Services will be revoked. Refunds cannot be provided.
14. Governing law and jurisdiction
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.