THE OFFSITE GUIDE LIMITED – PARTNER TERMS AND CONDITIONS
Last updated: 17 November 2022
These Partner Terms and Conditions (the “Agreement”) are a binding agreement between You (“Partner”) and
The Offsite Guide Limited (“The Offsite Guide”) is a company registered in England and Wales
Company number: 14217530
Registered office: 48 Arwenack Street, Falmouth, Cornwall TR11 3JH
This agreement regulates Your access to and use of the website www.The Offsite Guide.com and the Offsite Guide Marketplace Web Application developed for use in a web browser including on mobile devices (collectively the “The Offsite Guide Marketplace” or “The Offsite Guide Platform”).
1.1 The functionality of the Offsite Guide Marketplace specifically designed for use by Partners (the “Partner Application”) allows the Partner can register, subscribe and advertise products and services through the Offsite Guide Marketplace.
In this Agreement, the term “Partner” (or “You”) refers to
a. manufacturers and/or retailers of any type of building available for sale or rental that can either be fabricated off-site and delivered to a customer’s location, or, any offsite manufacturing or production services (“Offsite Products & Services”);
b. suppliers of other related or complementary products and services that may list their products & services on the Offsite Guide Directory and/or advertise on the Offsite Guide Marketplace.
1.2 You may agree to these terms and conditions when you register with us by filling in a tick box and agree to be bound by these terms, otherwise, you cannot access or use the Partner Application.
1.3 The Offsite Guide may terminate, without notice, Your access to the Offsite Guide Marketplace and/or the Partner Application if You fail to comply with this Agreement.
You also represent and warrant to The Offsite Guide that:
1.4 You have the authority to enter into this Agreement (either on Your own behalf or by having an authorized person at Your company agree to the terms set forth herein on Your behalf);
1.5 You confirm that you have the authority to enter into this agreement on behalf of a company, corporation or entity and the authority to bind such an entity to this agreement
1.6 You have read and understood The Offsite Guide’s Refund Policy, the terms of which are posted on the Offsite Guide Marketplace and incorporated by reference.
2.1 It is acknowledged and agreed that under agency law The Offsite Guide provide their services as agents, the partner is the principal regulated by this agreement and their customer or website user is a third party, This means that all contracts of sale for the items displayed by the Partner on the App are between the Partner and Customer, therefore, The Offsite Guide are not a party to this agreement and owe no responsibility or liability to that third party.
3. Your Information and Privacy
4. The Offsite Guide Marketplace
4.1 The Offsite Guide Marketplace is a marketing channel via which Partners market Offsite Modern Methods of Construction for residential or commercial purposes for sale or rent to potential customers (hereinafter referred to as “Customers”). This service aims to enable Partners to display their range of Offsite Products & Services in a cost-effective way to a targeted audience. Customers can search and review Offsite Products & Services online via The Offsite Guide Marketplace and then make direct enquiries to the Partner. A full list of functionalities is available on The Offsite Guide Marketplace.
5.1 The purpose of this Agreement is to set out the terms and conditions under which The Offsite Guide will let You access the Offsite Guide Marketplace and use the Partner Application through Your mobile device, tablet or computer.
6. Registration & Subscription
6.1 To use the marketing channel service and the features made available through the Offsite Guide Marketplace, You are required to complete a registration process via the Partner Application to create a Partner Account (“Account”) with The Offsite Guide.
6.2 When You create Your Account, You are given access to use the Offsite Guide Platform as allowed under the Agreement.
6.3 Creating Your Account gives You access to enter and edit Your company details, add and manage the items You sell, and respond to enquiries that have been made by Customers via the Offsite Guide Marketplace via your partner dashboard.
6.4 To create Your Account, you must provide information, which includes but is not limited to, Your name, contact information, company information including company name and the location of Your company, email, billing information, etc. For companies with more than one retail outlet, You will need to create separate Accounts for each outlet as each outlet will be considered a separate Partner.
6.5 During the registration process, You will need to select one of several alternative monthly and annual subscription options. This subscription will enable You to list Items on the Offsite Guide Marketplace. Each subscription will offer a different range of services and a different number of listings that You may activate at any one time.
6.6 Subscriptions are paid monthly or annually in advance and run until you cancel them. You may be given a pro-rata refund according to the refund policy set out in the App
7. Listing your Items
7.1 When a Partner has completed registration as stipulated above and is logged in to the Offsite Guide Platform, the Partner can add past project examples, products or services (collectively referred to as “Item(s)”) to be offered for sale, rent, or both. To create a listing for an Item, the Partner has to provide certain Item specific information such as:
• Short Description
• Detailed Description
• Website URL - Product Specific
7.2 Each Item must be listed with the regular price (in the form of Price, Price From or POA) and any attributes (e.g. Typical Job Cost Range).
7.3 Having created a listing the Partner can then select a “Standard Listing” or several other Listing options to promote the Item. These will appear on the Offsite Guide Marketplace until you delete cancel them.
7.4 Any additional listing options you select will be paid for on a recurring monthly basis in advance on the anniversary of your subscription. Payment will continue on a recurring basis until you cancel. This can be done via your partner dashboard when you log in to your Account. If you cancel you will get a pro rata refund on payments paid in the month to date.
7.5 When the Item has been listed, and approved by The Offsite Guide team the listing will be available for The Offsite Guide Customers to see on the Offsite Guide Marketplace.
7.6 IMPORTANT: It is strictly prohibited to claim that the regular price of an Item listed on The Offsite Guide Marketplace is higher than the actual regular price charged at the Partner’s manufacturing or retail location. Any failure to comply with this rule will result in the termination of Your Account.
8. Enquiries, Ordering & Payment
8.1 The Offsite Guide Customers can make enquiries directly to You via a messaging application on the Offsite Guide Marketplace which you can respond to using the same method.
8.2 All agreements for the sale or transfer of Items or payments concerning these transactions are made directly between You and the Customer and not through the Offsite Guide Marketplace. You are responsible for all your agreements and arrangements such as delivery between you and the customer.
9. Partner’s Sales Obligations
9.1 Items made available through the Partner Application and on the Offsite Guide Marketplace must be of a standard that meets the description of the listed Item. For example, this means that each Item provided shall be fit for all the purposes for which Items of that kind are usually supplied, meet required safety standards, and be of satisfactory quality, appearance and finish. Whilst The Offsite Guide staff may help Partners list their products, the Partner is solely responsible for the accuracy of their listings.
9.2 The Partner will provide items displayed via the Offsite Guide Marketplace in compliance with current UK legislation concerning the provision of Offsite Products & Services and Items to private (consumers) and commercial Customers. If the Partner detects a technical error or other error in the Offsite Guide Marketplace, the Partner can report the problem directly to their The Offsite Guide Account Manager or by using the support function on the Offsite Guide Marketplace.
10. Collection or Customer Delivery
10.1 The Partner is solely responsible for arrangements for the Delivery of Items to the Customer. Your Delivery terms and conditions can be listed on the Offsite Guide Marketplace.
11. The Offsite Guide Fees
11.1 As noted above, The Offsite Guide charges You a Monthly or Annual Subscription fee as advertised on the Offsite Guide Marketplace.
11.2 The Offsite Guide also charges you additional monthly fees if you purchase additional listings and marketing options available within the Partner Application.
11.3 The Offsite Guide may, at any point and at its discretion, elect to increase or otherwise amend fees, and begin charging fees for use of different elements of the Partner Application and/or the Offsite Guide Marketplace and/or for different levels of subscriptions. If this occurs, The Offsite Guide will give You advance warning of any additional charges.
12. Partner Sales Revenue & Refunds
12.1 Under UK consumer law You can cancel your subscription within 14 days after you have made the contract for any reason. However, this right to cancel under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 only applies to consumers and not businesses.
12.2 If you are a non-consumer you must notify us in writing if you wish to cancel your subscription. We will then issue you a refund within 14 days.
12.3 The Partner is solely responsible for collecting payment and sales revenue from the Customer.
12.4 The Partner is also solely responsible for any refunds the customer is entitled to because the sale agreement is between the Partner and the Customer.
13. Customer Support
13.1 The Offsite Guide offers support to Partners via email at email@example.com during normal office working hours and via the Offsite Guide support centre available via the “Contact Us” link on the Marketplace. Please refer to the Offsite Guide Marketplace for up-to-date information on how to access the support centre and its opening hours.
Conditions of Use
14. Partner Responsibilities
14.1 It is Your responsibility to make sure that all information provided by You to The Offsite Guide and on the Offsite Guide Marketplace, is current, accurate, and complete, and that You will maintain the accuracy and completeness of this information going forward.
14.2 It is also Your responsibility to maintain all passwords and access codes to the Partner Application, and refrain from sharing or otherwise permitting third parties to use any such passwords and/or access codes to access the Partner Application and/or The Offsite Guide Marketplace. The Partner is solely responsible for the Items that they make available through the Partner Application and via the Offsite Guide Marketplace. The Offsite Guide Marketplace (as detailed above) is provided via a software Platform.
14.3 The Offsite Guide Limited is not the producer, provider or retailer of the Items listed on the Offsite Guide Marketplace and will not, to the extent permissible by UK law, be liable for the quality of ordered Items, damage caused by provided Items, or errors that may occur during the listing or subsequent sale or rental of an Item.
15. Security and violations
15.1 The Offsite Guide makes every effort to keep the Partner Application and the Offsite Guide Marketplace safe and secure but needs Your help to do it by not violating or attempting to violate the security of the Partner Application or the Offsite Guide Marketplace.
15.2 Furthermore, You may not use the Partner Application or the Offsite Guide Marketplace for any purpose that:
15.3 invades any person’s or entity’s privacy or other rights;
15.4 misidentifies You or impersonates any person or entity, including, without limitation, any employee or representative of The Offsite Guide;
15.5 pretends to be someone other than You are or pretends to represent a company or organization that You are not affiliated with or authorized to represent;
15.6 could otherwise reasonably be deemed or viewed to be unethical, illegal or offensive.
16. The Offsite Guide Rights
16.1 The Offsite Guide shall be entitled to post feedback on the Offsite Guide Marketplace, within the Partner Application (and/or allow users to do so), both positive and negative, regarding any Partner and/or Item. In case of negative feedback the Partner shall have the right to be informed before such feedback is posted, and where applicable have the right to respond to such feedback.
16.2 The Offsite Guide has the right to at any time suspend or terminate a Partner’s Account and access to the Partner Application or the non-public portions of the Offsite Guide Marketplace if the Partner violates the Agreement or uses the Partner Application and/or the Offsite Guide Marketplace in a way that is harmful to The Offsite Guide or any third party.
16.3 The Offsite Guide has the right to suspend or terminate a Partner Account if the safety of any of the Partner’s listed Items is breached or in reasonable question.
16.4 Upon termination of a Partner’s Account, any payments owing to the Partner concerning listings or subscription prepayments shall be repaid by The Offsite Guide on a pro-rata basis.
17. Third-party content
17.1 The Partner Application and the Offsite Guide Marketplace provide access to Content provided by Partners and other third parties, including Item information, pricing, discount information, menus, photographs, graphics and Partner information (“Third Party Content”).
18. Information Accuracy
18.1 The originator of any Third Party Content is solely responsible for it, and The Offsite Guide does not and cannot review all Third Party Content made available through any part of the Partner Application or the Offsite Guide Marketplace. As such, The Offsite Guide cannot guarantee the correctness of any Third Party Content or fitness for use of any Items posted on the Offsite Guide Marketplace via the Partner Application.
19. Liability and responsibilities
19.1 Nothing in this Agreement will:
a. limit or exclude the liability of a party for death or personal injury resulting from negligence;
b. limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
c. limit any liability of a party in any way that is not permitted under applicable law; or
d. exclude any liability of a party that may not be excluded under applicable law.
19.2 You agree that in no way will we be liable for direct, indirect, incidental, consequential or any other remedies as a result of using our Services, applications or Marketplace or by any other third parties. Additionally, we are not liable for damages or remedies for website or App failure, error, omission, attack by hackers or pirates, interruption, delay in operation or transmission of videos, computer virus, or system failure; third-party theft of, destruction of or unauthorised access or alteration or use of your information or personal data (subject to GDPR or the Data Protection Act 2018 if applicable), whether we were negligent or not. This applies even if we have been advised of the possibility of something or could have foreseen loss or damage.
19.3 We will not be liable for any damages or claims arising out of Your use of the Partner Application and/or the Offsite Guide Marketplace, or for any loss or damage of any kind incurred as a result of the offers or orders placed by the partner’s Customers.
19.4 We will not be liable in respect of your loss of profits, income, revenue or anticipated savings or earnings, loss of goodwill or loss of reputation or any type of economic loss due to using our service, App or marketplace.
19.5 We will not be liable for your loss of business, contracts, or commercial opportunities.
19.6 We will not be liable in respect of any loss or corruption of any data, database, or software.
19.7 Subject to GDPR or the Data Protection Act 2018, if applicable, we will not be liable for any data breach or data protection losses that were contributed to or caused by you.
19.8 Neither party will be liable for breach-of-contractual damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen before entering into this agreement.
19.9 The Offsite Guide will only be liable to You for any foreseeable loss or damage that is caused by The Offsite Guide as a result of The Offsite Guide’s breach of the Agreement or The Offsite Guide’s failure to exercise reasonable care and skill. Loss or damage is foreseeable if it is either obvious that it will occur or was contemplated by You and The Offsite Guide when the Agreement between the parties was formed.
19.10 To the fullest extent permissible by law, The Offsite Guide exclude all representations, warranties, and guarantees (whether express or implied) that may apply to the Offsite Guide Marketplace, Partner Application or any Content or Third Party Content.
19.11 The Offsite Guide exercise all reasonable skill and care to ensure that the Partner Application and the Offsite Guide Marketplace are free from viruses and other malware. Subject to where it is unlawful for The Offsite Guide to exclude liability, The Offsite Guide accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material that may adversely affect Your hardware, software, data or other material that occurs as a result of Your use of the Partner Application and/or the Offsite Guide Marketplace.
19.12 The Offsite Guide neither assume nor accept responsibility or liability arising out of any disruption or non-availability of the Partner Application or the Offsite Guide Marketplace resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.
19.13 Nothing in the Agreement excludes or restricts The Offsite Guide’s liability in any situation where it would be unlawful for The Offsite Guide to do so including fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded or restricted by law.
19.14 Subject to the above, The Offsite Guide’s total liability to You in respect of any claims arising out of, or in connection with, this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed £1,000 (one thousand Pounds Sterling).
19.15 The Offsite Guide cannot guarantee that the Partner Application and the Offsite Guide Marketplace, including any Content, will be uninterrupted or error-free. The Offsite Guide cannot be held responsible if the Partner Application and/or the Offsite Guide Marketplace is unavailable or if any Content, information or functionality does not work as expected.
21.1 You agree to pay us for any losses, damage, settlements, liabilities, costs, charges, assessments, and expenses, as well as third-party claims and causes of action, including, without limitation, lawyer’s fees, arising from any breach by you of any of these Terms and Conditions. You will provide us with any help that We might ask for in connection with any such defence without any charge including, without limitation, giving us such information, documents, records, and reasonable access as we see necessary. You will not resolve any third-party claim or reject any defence without our prior written permission
22 Intellectual Property
22.1 “Intellectual Property Rights” means any and all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights), trade, business and company names, internet domain names and e-mail addresses, unregistered trademarks and service marks, copyrights, database rights, know-how, rights in designs and inventions.
22.2 All Intellectual Property Rights subsisting in the Partner Application and the Offsite Guide Marketplace shall at all times remain the property of The Offsite Guide or its licensors. Nothing in this Agreement shall vest any rights in any material provided by, or otherwise belonging to The Offsite Guide in the Partner.
22.3 Any Intellectual Property Rights arising from suggestions and recommendations from You to The Offsite Guide regarding the Partner Application or The Offsite Guide Marketplace are the property of The Offsite Guide and The Offsite Guide may use such content for marketing purposes or to improve the Offsite Guide Platform for users.
22.4 The Offsite Guide shall be entitled to display advertising and/or any other Content at locations of its choosing within the Offsite Guide Marketplace and/or Partner Application, including without limitation adjacent to Your content.
22.5 Our Site, promotional and marketing material, business stationery and digital materials any portion of the Website or the Partner Application or the Offsite Guide Marketplace, any content, photographs, descriptions, software, image or other information or any data taken or used (collectively, “Content”). contain intellectual property owned by us including trademarks, copyrights, proprietary information, and other intellectual property. You may not modify, publish, transmit, participate in the transfer or sale of, create derivative works from, distribute, display, reproduce or perform, or in any way exploit in any format whatsoever any content or intellectual property, in whole or in part, without our prior written consent.
22.6 For the sake of clarity, this does not apply to Content belonging to the Partner, for example, photos of Items from the Partner in the Partner Application or the Offsite Guide Marketplace
23.1 Each party agrees to treat all information of the other party as confidential, not to use such confidential information for any purpose other than to use the Partner Application and the Offsite Guide Marketplace, and not to disclose such confidential information to any third party except as may be reasonably required by law and according to the Agreement.
24 Non-Solicitation and Non-Competition
24.1 For the duration of the Agreement and two (2) years thereafter, Partners shall refrain from directly or indirectly:
a. Soliciting, enticing, persuading or inducing any individual who is then, or has been within the one year before the applicable date, an employee of The Offsite Guide to terminate employment with The Offsite Guide or to become employed by or enter into contractual relations with any other individual or entity; and
b. Set up and offer an online marketplace similar to that of the Offsite Guide Marketplace offering Items for sale or rent from its own business and from other similar businesses too.
25 Copyright infringement
25.1 The Offsite Guide respects the Intellectual Property Rights of others and asks You to do the same. You may not use the Partner Application, the Offsite Guide Marketplace, the Content or any other materials from the Partner Application or the Offsite Guide Marketplace in any manner that may infringe upon any copyright or other Intellectual Property Rights of The Offsite Guide or any third party.
Term and Termination of Account
26.1 The Agreement shall continue in full force until either:
(a) You terminate Your Account, or
(b) The Offsite Guide terminates Your access to the Partner Application or non-public portions of the Offsite Guide Marketplace, with or without notice.
26.2 When this Agreement is terminated, You no longer have access to the Partner Application or any other non-public portions of the Offsite Guide Marketplace.
27 Termination of Account
27.1 For purpose of clarity, You are entitled to terminate Your The Offsite Guide Account at any time giving one month’s notice. Choose “Delete Account” or any corresponding function in the Partner Application or contact The Offsite Guide requesting that your account be deleted. On your account termination date, The Offsite Guide will then delete or anonymise any personal information that can be attributed to You, except for certain information that The Offsite Guide by law may have to save and archive.
28 Data Protection
28.2 Subject to Your obligations set out in any data processing agreement The Offsite Guide may request You to enter into with The Offsite Guide, You must only use the personal data of Customers to the extent necessary to communicate via the Offsite Guide Marketplace, and/or to respond to messages from Customers. You may only use personal data for additional purposes with their consent.
28.3 If The Offsite Guide and the Partner are found to be joint data controllers of any Customers’ personal data, and The Offsite Guide is sued, fined, or otherwise incurs any expense because of something You have done relating to a Customer’s personal data, You agree to indemnify The Offsite Guide for any expenses incurred by The Offsite Guide in connection with Your actions in respect of that personal data. Further details of the requirements of the Data Protection Legislation can be obtained from the Information Commissioner’s Office.
29 Force Majeure
29.1 Where what is known as a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under this Agreement (other than obligations to make payment), those obligations will be suspended for the duration of the Force Majeure Event. Examples of such events and circumstances, but not limited to, include fire, flood and natural occurrences, strikes, trade disputes, lockouts, restrictions of imports or exports, riots, accidents, disruption to energy supplies, lockdowns, pandemics, civil commotion, acts of terrorism or war
29.2 A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under the Agreement;
a. must notify the other; and
b. will inform the other of the period for which it is estimated that such failure or delay b. will continue.
c. The affected party will take reasonable steps to mitigate the effects of the Force Majeure Event.
30 Changes or updates to the agreement
30.1 The Offsite Guide may change or update the Agreement from time to time, and any such change or update will be set in effect when posting the updated version of the Agreement on the Website or within the Partner Application or on the Offsite Guide Marketplace.
30.2 When The Offsite Guide makes major changes to the Agreement, The Offsite Guide will provide You with prior notice as appropriate under the circumstances, e.g., by displaying a notice within the Partner Application, the Offsite Guide Marketplace or by sending You an email. If You do not agree to the amended Agreement, You have the right to terminate Your Account.
31 Termination of service
31.1 The Offsite Guide reserves the right to modify, suspend, or discontinue the Partner Application and the Offsite Guide Marketplace without any notice at any time and without any liability to You if you are found violating, abusing or breaching.
32 Jurisdiction and Governing law
32.1 All disputes arising hereunder or in connection with the Agreement, the Partner Application or the Offsite Guide Marketplace, shall be governed by the laws of England and Wales and shall be subject to the jurisdiction of the courts of England and Wales.
33.1 The Offsite Guide may transfer (assign) our obligations and rights under the Agreement to a third party, e.g if The Offsite Guide sell the business. If this occurs, You will be informed by The Offsite Guide in writing. Your rights under this Agreement will not be affected and The Offsite Guide’s obligations under this Agreement will be transferred to the third party who will remain bound by them.
34.1 Furthermore, The Offsite Guide has the right to hire subcontractors for the fulfilment of its obligations under the Agreement. The Offsite Guide shall in such case remain responsible for the work performed by the subcontractors.
35.1 If an appropriate court or arbitrator decides that a clause or condition in this contract is invalid or it conflicts with a law, the invalid clause can be cut from this agreement leaving the rest of the agreement valid and unaffected.