Terms and conditions

The use of this Website or any Service made available to the Customer (“you”) by March Ventures Limited, trading as Ultra Vie (“we” or “us”) via the Website, mobile phone or any other form of communication is conditional upon your acceptance of these terms and conditions (“Terms”). Ultra Vie is owned and operated by March Ventures Limited, registered at 207 (3rd Floor), Regent St., London W1B 3HH.

Please read these Terms carefully. This is legal document setting out a binding agreement between you and us. By browsing, accessing or using the Website or by using the Service or any other facilities or services made available through it or transacting though or by it you are agreeing to, and accepting, these Terms (as amended from time to time) and agree to use the Service in accordance with them (all of which constitute the “Agreement”). If you do not accept these Terms, you should not register with us or use the Service.

We reserve the right to amend these Terms at any time, a copy of which can always be found on our website at ultravie.co.uk. Continued access to, and use of, the Website and the Service (and any other facilities or services made available through it) or transacting though or by the Website will be deemed to constitute acceptance of the new Terms.

Definitions

“Event” means an Offer where (i) goods or services are provided by more than one Merchant and (ii) we are actively involved in arranging all of part of such goods or services so provided (such active involvement to mean more than simply promoting such Offer).

“Parties” means us and you.

“Member” means any person who has registered with us.

“Merchant” means a third party vendor of goods or provider of services.

“Offer” means a package of goods and/or services provided by a particular Merchant under a promotional deal.

“Premium Member” means a Member who has invited to subscribe to, and been accepted by us in respect of, the Premium Membership.

“Premium Membership” means the invitation only premium membership service details of which are set out in paragraph 8 below.

“Privacy Policy” means our Privacy Policy.

“Private Access Code” means process by which you redeem an Offer that is not purchased by you in advance. This may take various forms e.g. logging in to a mobile web application.

“Register” or “Sign Up” means to complete a registration process with us and “Registration” shall be construed accordingly.

“Service” means any and all of the services provided by us, including the information and transaction capabilities of the Website and SMS-based services. It does not include the provision of the goods or services described as Offers, sold as Vouchers or supplied as Private Access Codes.

“Ticket” means a ticket, pass or other authority to attend an exhibition, show, promotion or other event (including as part of an Event).

“Voucher” means a voucher which can, in whole or in part, be exchanged for goods or services with a Merchant.

“Website” means any portion of the Service accessed via the internet, including any microsite, auxiliary website, blog, mobile or other social media presence.

1. The Service

   1. 1.1    Ultra Vie, and the Service, is directed at customers within the United Kingdom aged 21 years or over and the Service is not available to, and may not be used by, persons under the age of 21. We make no representation that the Service or any Offer is available, or otherwise suitable for use, outside the United Kingdom and any person accessing or using the Service or any Offer outside the United Kingdom does so at his own risk and takes full responsibility for the consequences and compliance with all applicable laws.

   2. 1.2    The Website, Service, Offers, Events, Tickets and Private Access Codes are for your non-commercial and personal use and should not be used for business purposes. For the avoidance of doubt, the scraping of content or user information from the Website does not fall within the permitted use of the Service.

   3. 1.3    To use the Service you need to have access to suitable computer hardware, software, telecommunications equipment and other basic telecommunications services. The use of the Service may also require a mobile device with suitable data access. The Website and the Service do not include the provision of such equipment and services and you shall be liable for the costs of the same.

2. Registration, Membership and Security

   1. 2.1    Registration is necessary to access some features of the Service and is free of charge. In order to Register, you will be required to provide certain personal details to us such as your name, e-mail address, or mobile telephone number. You agree to provide us with true, current and complete information about yourself at all times and to promptly update that information in order that it remains true, current and complete. If we suspect that information you have provided to us is untrue, inaccurate or incomplete, we may suspend or terminate your access to the Service or any Offer, Event, Ticket or Promotional Access Code or require you to re-validate your Registration. We reserve the right to decline a new Registration or to cancel an existing Registration at any time for any reason (including for use of proxy IPs and disrupting or annoying other users).

   2. 2.2    When you Sign Up you will be registered as a Member. At this time, you will be issued with authentication details such as a username and password or any other means of authentication we believe necessary or desirable from time to time. You must ensure that these are kept confidential and secure and that they are only used by you or by another person with your express authority. You are responsible for ensuring that any other person who uses your account is aware of these Terms and consents to use the Service and the Website subject to them.

   3. 2.3    We are not obliged to monitor, detect or report any unauthorised use of the Service or Website. Any person using the Service or Website with your credentials will be assumed to be doing so with your authority and as your agent. If you become aware that your details have been obtained by a person who is not authorised by you or us, or are likely to be used in a way which is not authorised by you or us, you must inform us immediately. We have no liability to you under these Terms or otherwise, in connection with any unauthorised access or use of your Registration.

3. Provision of the Service

   1. 3.1    Though we aim to provide access to the Service 24 hours per day, 7 days per week, we cannot guarantee this is will be the case or that the Service or the Website will be free of all faults and we do not accept liability for any such faults. We may need to temporarily suspend the Website, the Website and the Service or any aspects of either of them for any reason, including operational and maintenance reasons. In such an event we will give you as much notice as we can and shall try to restore the Website and the Service as soon as is reasonably possible.

   2. 3.2    We will endeavor to correct reported faults and defects as soon as we reasonably can. Due to the nature of the internet, the Website and the Service is provided ‘as is’, and we do not warrant the quality or functionality of the Website or the Service or accept liability for any errors or omissions.

   3. 3.3    We may change the nature and scope of the Website and the Service, including the means by which they are provided, at any time.

   4. 3.4    We reserve the right to block access to and/or to edit or remove any material which in our reasonable opinion may give rise to a breach of any part of this Agreement.

   5. 3.5    We reserve the right to change, modify, substitute, suspend or remove without notice any information, Offer, Event, Ticket or Private Access Code or the Service from time to time.

   6. 3.6    We assume no responsibility for functionality which is dependent on your browser or other third party software to operate (including RSS feeds). For the avoidance of doubt, we may also withdraw any information, Offer, Event, Ticket or Private Access Code from the Website or Service at any time.

4. Content and Copyright

   1. 4.1    All intellectual property rights (including copyright, patents, trade marks, service marks, trade names, designs (including “look and feel” and other visual and non-literal elements)) whether or not registered in the Website and the Service and associated content, including photographs, video, graphics, sound, music and text, is and shall remain our exclusive property (or that of our licensors or the applicable Merchant). You shall not, and shall not attempt to, obtain any title to such intellectual property. All rights are reserved and these Terms, and use of the Website and the Service, do not give you any rights in respect of such content.

   2. 4.2    To the extent that any content that you access through the Service from time to time is protected by copyright, trademark and/or any other applicable intellectual property right(s), you should not copy, reproduce, store, adapt, modify, dis-assemble, transmit, distribute externally, play or show in public, broadcast or publish any part thereof.

   3. 4.3    While we make every effort to ensure that content we post to the Website is accurate and complete, we cannot guarantee it always will be. You therefore make use of such content entirely at your own risk.

   4. 4.4    Some content provided via the Service is supplied by third parties (e.g. Merchants and other Members or users.) Where this is the case, we exercise no editorial control over such content. The information and opinion expressed in this content is solely that of the third party in question or its original authors. It is your responsibility to evaluate the accuracy and completeness of such content. Under no circumstances will we be held liable as a result of your reliance upon such content.

   5. 4.5    We hereby grant you a non-exclusive, non-transferable, royalty-free, limited licence to make use of this content only to the extent required for your use of the Service. Such licence will automatically and irrevocably terminate on the earlier of termination of this Agreement or your ceasing to use the Service.

   6. 4.6    Where you supply content to us (e.g. by posting comments or uploading pictures) to the Website or in connection with your use of the Service you grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use this content without the need to compensate you for its use. You also certify that either you are the original author/rights holder or that you have secured the appropriate rights and permissions from the appropriate rights holder to make use of the content in this way.

   7. 4.7    All comments, suggestions, ideas, notes, drawings, concepts or other information disclosed or offered to us by you or in response to solicitations by us regarding the Service or the Website ("Ideas") shall be deemed to be, and shall remain, our property and you hereby assign by way of present and future assignment all intellectual property rights in such Ideas to us. You understand and acknowledge that we have both internal resources and other external resources which may have developed or may in the future develop ideas identical to or similar to Ideas and that we are only willing to consider Ideas on these terms. In any event, any Ideas are not submitted in confidence and we assume no obligation, express or implied by considering it. Without limitation, we shall exclusively own all now known or hereafter existing rights to the Ideas of every kind and nature throughout the world and shall be entitled to unrestricted use of the Ideas for any purpose whatsoever, commercial or otherwise without compensation to the provider of the Ideas.

5. Your Use of the Website and the Service

   1. 5.1    You shall not, and shall take all reasonable precautions to ensure that no one else shall, use the Website or the Service:

      1. fraudulently and/or in connection with any other criminal or fraudulent offence;

      2. to send, knowingly receive, upload, store, download or use any material which is offensive, abusive, indecent, libelous, obscene or menacing, harmful or potentially harmful, is in breach of copyright, confidence, privacy or any other intellectual property rights or other third party rights, is in contempt of court or which is intended to flood a user or site with very large or numerous e-mails;

      3. to cause annoyance, inconvenience or needless anxiety to anyone;

      4. to ‘spam’ or to send, or provide, unsolicited advertising or promotional material or chain letters, or to knowingly receive responses to any ‘spam’ or chain letters, unsolicited advertising or promotional material, sent or provided by any third party;

      5. to engage in any unlawful activity or otherwise in an unlawful manner, in contravention of any applicable legislation, laws, codes of practice, licenses or third party rights;

      6. to execute any form of network monitoring which will intercept data not intended for you;

      7. to engage in any conduct which, in our opinion, restricts or inhibits another user form using or enjoying the Website or the Service; or

      8. in a way that does not fully comply with any and all instructions that we may give you from time to time.

   2. 5.2    If we think your use of the Website or the Service in any way impairs its security or efficiency, or is to the detriment of another user’s experience or use, we may suspend your access to the Service. We may edit or remove any content you post for any reason.

   3. 5.3    Merchants will have their own applicable terms and conditions, in relation to their own supply of their goods and services, and you agree to, and shall abide by, those terms and conditions. The responsibility to do so is yours alone.

   4. 5.4    It is your responsibility to ensure that any products, services or information available through the Website or the Service meet your specific requirements.

6. Purchasing a Voucher, Ticket or Applying for a Private Access Code

   1. 6.1    You must Register before purchasing a Voucher or a Ticket or applying for a Private Access Code.

   2. 6.2    As a condition of purchasing a Voucher or a Ticket or applying for a Private Access Code, we reserve the right to send you administrative and promotional emails. We may also send you information regarding your account activity and purchases, as well as updates about the Website, the Service, Vouchers, Tickets and Private Access Codes as well as other promotional offers (you can always opt-out of our promotional e-mails at any time by clicking the “unsubscribe” link at the bottom of any of such e-mail correspondence).

   3. 6.3    All Vouchers purchased through the Service and all Private Access Codes allocated through the Service are promotional vouchers that may be used to purchase goods and services from Merchants and/or gain a non-monetary benefit such as the opportunity to attend a sold out event.

   4. 6.4    When you purchase a Voucher from us, you are making an offer to purchase in accordance with our Terms of Sale and any supplemental terms and conditions applicable to the Merchant. Similarly, when you redeem a Private Access Code you agree to such terms.

   5. 6.5    We are selling the Voucher, Ticket or Private Access Code on behalf of, and as agent for, the Merchant. It is the Merchant's sole responsibility to provide the goods and services described in the Offer and the Merchant is solely responsible for redeeming any Voucher or Private Access Codes or honoring the Ticket.

   6. 6.6    We will provide customer support to you in relation to the purchase and redemption of any Voucher, Ticket or Private Access Code that you obtain from us.

   7. 6.7    Reproduction, sale, resale or trade of a Voucher, Ticket or Private Access Code is prohibited. Any attempt to carry out any of these will potentially void the Voucher, Ticket or Private Access Code at our discretion.

   8. 6.8    If a Voucher or Private Access Code is redeemed for less than its face value, there is no entitlement to a credit, cash or new Voucher or Private Access Code equal to the difference between the face value and the amount redeemed. Also, Vouchers and Private Access Codes are redeemable in their entirety only and may not be redeemed incrementally.

   9. 6.9    Neither we nor the Merchant are responsible for lost or stolen Vouchers, Tickets or Private Access Codes.

   10. 6.10   The Voucher/Private Access Code (including any discounts provided by them) expires on the date specified on the Voucher.

   11. 6.11   All Vouchers and Private Access Codes are promotional vouchers that are subject to these Terms and to any terms and conditions of the relevant Merchant. All Tickets are subject to these Terms and to any terms and conditions of the relevant Merchant.

   12. 6.12   Currently the sale of Vouchers and Tickets and provision of Private Access Code by us is not subject to VAT. If UK VAT law changes we reserve the right to charge you VAT in addition to the price for the Vouchers.

7. Refunds and Cancellation

   1. 7.1    Under the UK Consumer Protection (Distance Selling) Regulations 2000, you have the right to cancel your purchase of a Voucher within a seven day cooling off period from the time you receive it, so long as it has not already been redeemed in this time. This right to cancel does not apply to Tickets or where the Voucher concerns the supply of food, beverages or other goods for everyday consumption or the provision of accommodation, transport, catering or leisure services on a specific date or within a specified period.

   2. 7.2    If the Merchant refuses (in whole or in part) to honour your Voucher (other than by reason of your breach of these Terms or of the Merchant’s terms and conditions applicable to the underlying product or service) or ceases to trade we will (subject to your providing suitable evidence of (i) such refusal and (ii) the fact that you presented the Voucher to the Merchant before the expiry date applicable to that Voucher) refund the amount you paid us for that Voucher (or the balance where the Voucher has been redeem in part). For the avoidance of doubt if the Merchant refuses (in whole or in part) to honour your Voucher or Ticket because, for example, you breached these Terms or the Merchant’s terms and conditions or you tried to redeem the Voucher after the applicable expiry date you are not entitled to any refund unless we (in our absolute discretion) otherwise agree.

   3. 7.3    We will refund you (less our reasonable administration fees and costs) within 30 days using the same payment method by which the original purchase was made or such other method as we feel (acting reasonably) is appropriate in the circumstances.

   4. 7.4    Subject to the rest of this clause 7 and save as otherwise specifically provided in the relevant Voucher you may not cancel the purchase of a Voucher unless we otherwise agree in writing.

8. Premium Membership

   1. 8.1    Premium Membership entitles you and up to three guests to the priority access to 4 (four) Events each calendar month (pro rata’d accordingly) and such other benefits as we determine from time to time provided that we may (acting reasonably) amend any benefits provided in respect of Premium Membership from time to time. Priority access means Premium Members receive invitations to Events before other Members and have priority on waiting lists for Events which are otherwise oversubscribed or sold out.

   2. 8.2    There is an annual membership payable in respect of Premium Membership fee that might be varied from time to time. Such fee to be paid in advance on a person becoming a Premium Member and, thereafter, at least 30 days prior to the anniversary of such date. The annual fee may be increased at any time by us giving written notice to Premium Members. The annual fee is not refundable on termination of a Premium Membership.

   3. 8.3    Subject to these Terms (including payment of the relevant Premium Membership fee), Premium Membership lasts for 12 months and will be automatically renewed unless you terminate such Membership before the commencement of the next 12 month period.

   4. 8.4    In the event your Premium Membership is terminated prior to the expiry of its term you shall not be entitled to any refund, re-imbursement or other payment in respect of the unexpired term of your Premium Membership unless we (in our absolute discretion) otherwise agree.

   5. 8.5    If either you or we terminate your Premium Membership you may (unless we determine otherwise) continue to access the Services (other than the Services attributable to Premium Members) in accordance with, and subject to, these Terms.

   6. 8.6    For the avoidance of doubt Premium Membership is subject to these Terms.

9. Our Liability to You

   1. 9.1    We warrant that:

      1. we will exercise reasonable care and skill in performing any obligation under these Terms; and

      2. (b) we have the right to sell the Vouchers and Tickets and provide the Private Access Codes and that Vouchers, Tickets and Private Access Codes are of satisfactory quality and fit for their purpose.

   2. 9.2    This clause 9 prevails over all other provisions of these Terms and sets forth our entire liability, and your sole and exclusive remedies in respect of the performance, non-performance, purported performance or delay in performance of these Terms, the Service or Website (or any part of it or them) or otherwise in relation to these Terms or the entering into or performance of this Agreement.

   3. 9.3    Nothing in these Terms shall exclude or limit our liability for (i) fraud, (ii) death or personal injury caused by our breach of duty, (iii) any breach of the obligations implied by ss.12 and 14 Sale of Goods Act 1979 or ss.2 Supply of Goods and Services Act 1982, or (iv) any other liability which cannot be excluded or limited by applicable law. Nothing in these Terms affects your non-excludable statutory rights.

   4. 9.4    We will have no liability to you of any sort (whether in contract, negligence or otherwise) for (i) any special, punitive or incidental damages or for any loss that is not reasonably foreseeable when our provision of the Service to you starts, nor for any loss of opportunity, goodwill, reputation, business, revenue, profit (actual or anticipated) or savings that you expected to make, wasted expenditure, data being lost or corrupted or for any other indirect or consequential loss of any kind, (ii) the acts or omissions of any third parties or for any faults in (and/or any failures of) any of their networks, services and/or equipment, (iii) any unauthorised access to (or use of) your account and/or your data that occurs as a result of any lost, stolen or misused username, password or other means of authentication, (iv) any damage to any hardware, software or data (including your own data) stored or used in connection with the Service including, without limitation, the cost of repairing, replacing or recovering the same, (v) any loss or damage suffered or incurred by you as a result of any performance or communication failure, operational delay, error, omission, interruption, deletion, defect, computer virus or security breach arising in connection with the provision of the Service or any part thereof, (vi) any threatening, defamatory, obscene, offensive or illegal data or other content which is or becomes available or accessible as a result of your use of the Service or (vii) the conduct of any third party or any infringement of any third party’s rights (including intellectual property rights) arising out of your use of the Service (or any part thereof).

   5. 9.5    Save as otherwise expressly provided in these Terms our total liability to you or any third party shall in no circumstances exceed, in aggregate, the total sums received by us from you in the six months preceding any cause of action.

10. Suspension and Termination

    1. 10.1    If you use (or anyone other than you, with your permission, uses) the Service in contravention of these Terms, we may suspend your use of the Service, including any Offer, Event, Voucher, Ticket or Private Access Code.

    2. 10.2    If we suspend your access as described above, we will decide whether or not to restore access subject to receiving appropriate assurances from you, or to terminate this Agreement.

    3. 10.3    We shall fully co-operate with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone in breach of these Terms.

    4. 10.4    Without limitation to anything else in this clause 9, we shall be entitled immediately or at any time (in whole or in part) to: (i) suspend the Service and/or Website; (ii) suspend your use of the Service and/or Website; (iii) suspend the use of the Service and/or Website for persons we believe to be connected (in whatever manner) to you; and/or (iv) terminate this Agreement immediately if:

       1. you commit any breach of these Terms;

       2. we suspect, on reasonable grounds, that you have, might or will commit a breach of these terms; or

       3. we suspect, on reasonable grounds, that you may have committed or be committing any fraud against us or any person.

    5. 10.5    Notwithstanding anything else in these Terms, we may terminate this Agreement at any time.

    6. 10.6    Our right to terminate this Agreement shall not prejudice any other right or remedy we may have in respect of any breach or any rights, obligations or liabilities accrued prior to termination.

11. General

    1. 11.1   Indemnity: You shall indemnify us against loss, liability or cost incurred by us arising out of any claims or legal proceedings which are brought or threatened against us by any person arising from your use of the Website, the Service, a Voucher or Private Access Code or through any breach of this Agreement.

    2. 11.2   No partnership/agency: Nothing in this Agreement shall be construed to create a joint venture, partnership or agency relationship between you and us and neither party shall have the right or authority to incur any liability debt or cost or enter into any contracts or other arrangements in the name of or on behalf of the other.

    3. 11.3   No other terms: Except as expressly stated in this Agreement, all warranties, conditions and other terms, whether express or implied, by statute, common law or otherwise are hereby excluded to the fullest extent permitted by law.

    4. 11.4   Assignment: You may not assign or delegate or otherwise deal with all or any of your rights or obligations under this Agreement. We shall have the right to assign or otherwise delegate all or any of our rights or obligations under this Agreement to any person.

    5. 11.5   Force majeure: We shall not be liable for any breach of our obligations under this Agreement where we are hindered or prevented from carrying out our obligations by any cause outside our reasonable control, including by lightning, fire, flood, extremely severe weather, strike, lock-out, labour dispute, act of God, war, riot, civil commotion, malicious damage, failure of any telecommunications or computer system, compliance with any law, accident (or by any damage caused by any of such events).

    6. 11.6   Links to and from other websites: We may provide links on the Site to the websites of other persons, whether affiliated with us or not.  We cannot give any undertaking that products and services you purchase from Merchants and other persons, or from persons to whose website we have provided a link on our Site, will be of satisfactory quality, and any such warranties are disclaimed by us absolutely.  This disclaimer does not affect your statutory rights against the Merchant or other person. We may disclose your customer information relating to a Voucher or Private Access Code to the relevant Merchant.

    7. 11.7   Entire agreement: This Agreement (and our Privacy Policy) contains all the terms agreed between the parties regarding its subject matter and supersedes and excludes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as expressly stated in this Agreement. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into this Agreement (unless such untrue statement was made fraudulently or was as to a matter fundamental to a party’s ability to perform this Agreement) and that party’s only remedies shall be for breach of contract as provided in this Agreement. However, the Service is provided to you, and the Website is made available, under our operating rules, policies, and procedures as published from time to time on the Website.

    8. 11.8   No waiver: No waiver by us of any default of yours under this Agreement shall operate or be construed as a waiver by us of any future defaults, whether or a like or different character. No granting of time or other forbearance or indulgence by us to you shall in any way release, discharge or otherwise affect your liability under this Agreement.

    9. 11.9   Notices: Unless otherwise stated within this Agreement, notices to be given to either party shall be in writing and shall be delivered by hand, electronic mail (other than if you are sending a notice to us for the purpose of legal process), sent by fax or by pre-paid post, to you at the address you supplied to us or to us at our registered office.

    10. 11.10 Cookies: The Website uses cookies and similar technology for storing information on your equipment (“Cookies”). By using (and continuing to use) the Website you consent to the use of Cookies and the related storing of, or granting access to, information stored on your equipment. Further details concerning use of Cookies are set out in our Privacy Policy.

    11. 11.11 Data Protection: Please see our Privacy Policy which forms part of this Agreement.

    12. 11.12 Severability: If any provision of this Agreement is held to be unlawful, invalid or unenforceable, that provision shall be deemed severed and where capable the validity and enforceability of the remaining provisions of this Agreement shall not be affected.

    13. 11.13 Law and jurisdiction: This Agreement (and all non-contractual relationships between you and us) shall be governed by and construed in accordance with English law and both parties hereby submit to the exclusive jurisdiction of the courts of England.