Accredited Children's Activities Terms and Conditions
1. Our Agreement
By submitting the online application form (“Application Form”) to be an accredited activity provider and appear on the website KalliKids.com, you agree to these terms and conditions and agree that they shall prevail over any inconsistent terms or conditions contained, or referred to, in your standard terms, confirmation of order, acceptance of a quotation, or specification or other document supplied by you or implied by law, trade custom, practice or course of dealing. The Agreement between us KalliKids Limited, Bishops House, South Road, Brighton, BN1 6SB (“us” or “we”) and you, the person or entity named in the Application Form (“you”) and which is subject to these terms and conditions (“Contract”), shall come into effect on the date that you submit the Application Form and shall continue until terminated in accordance with these terms and conditions.
2. Accreditation and subscription
2.1. We are under no obligation to accredit any person or entity that applies for accreditation and we shall not be obliged to provide any reasons as to why an accreditation has not been granted. Our accreditation procedure shall be set out on the Application Form and/or at KalliKids.com and may be varied from time to time. You warrant that all information and documentation provided by you as part of the accreditation procedure is true, accurate and complete and if it subsequently becomes untrue, inaccurate or incomplete you undertake to notify us of this as soon as possible.
2.2. You should indicate on the Application Form the subscription period and the Subscription Package (Pink, Blue or Orange) (“Subscription Package”) that you have opted for. The subscription period shall commence on the earlier of the go live date of your Profile and the date falling two weeks after the date on which the Subscription Fee is received by us (“Commencement Date”) and shall, subject to earlier termination in accordance with these terms and conditions, expire on the date falling the number of months after the Commencement Date as are indicated on the Application Form (“Subscription Period”).
2.3. In return for you paying to us the subscription fee, we will provide you with the benefits listed on KalliKids.com from time to time for the relevant Subscription Package for the subscription period. These benefits shall include details of your services and activities (“Profile”) and an unlimited number of activities but the number of photos, videos and downloads you may include in your Profile shall be limited as set out on KalliKids.com for the relevant Subscription Package. Different benefits and services are included in different Subscription Packages but you may purchase Additional Services (as defined below) that are not included in your Subscription Package for the additional fees as set out on KalliKids.com from time to time. Your Profile shall go live on KalliKids.com only once (i) we have received the Subscription Fee (or the first payment instalment of the Subscription Fee if we have agreed that you may pay in instalments) in cleared funds, (ii) we have confirmed your accreditation and (iii) we have approved your Profile.
2.4. Once we have confirmed your accreditation, you may use our accreditation logo on your own marketing materials in accordance with the terms of the licence set out in clause 11.7 below.
3.1. The form of a Profile shall be at our discretion but shall as a minimum include one image and a paragraph describing the activity and detailed information for users of KalliKids.com. You must keep user details and your password for KalliKids.com confidential at all times and may not disclose them to any third party. You agree that you will maintain your Profile describing your service and activity, locations, prices and other details so that they are up-to-date at all times. You are solely responsible for errors in the activity descriptions (including prices). You undertake to comply with our Acceptable Use Policy and Content Guidelines in relation to any and all content uploaded by you to KalliKids.com.
3.2. We reserve the right to remove or amend a Profile for any reason including if we feel that it is not in keeping with our reputation and brand and to request further materials or amended materials in relation to a Profile (such as a more suitable image).
3.3. We reserve the right to change the format, functionality, style and layout of KalliKids.com.
4. Activity enquiries and bookings
4.1. You must provide to us and maintain a link to your website (if you have a website) and to a current email address, so that when a user of KalliKids.com clicks on your website link they will be redirected to your website and when a user of KalliKids.com clicks on “Send a Message”, the email will be sent to your email address.
4.2. You are solely responsible for taking bookings for your activities from users of KalliKids.com and you will process deposits and payments. The contract for the booking shall be directly between you and the person making the booking and we shall not be party to such contract or responsible in any way for the performance of such contract or associated matters such as complaints, refunds, dispute resolution, tax liabilities or any other liabilities. You shall indemnify us and keep us indemnified at all times against any losses, damages, claims, expenses, fees (including professional fees) or any other liability that we may suffer or incur as a result of a user of KalliKids.com (or any of their family or friends) participating in any activity provided by you.
5. Fees and payment
5.1. In return for us providing accreditation and maintaining the Profile on KalliKids.com, you must pay us the Subscription Fee in accordance with these terms and conditions.
5.2. The rates of the Subscription Fee are as advised by us from time to time.
5.3. Except where we have agreed you may pay in instalments, we will invoice you in advance for the total Subscription Fee for the relevant Subscription Period. Your Profile will not be made live until we have received full payment of the total Subscription Fee for the relevant Subscription Period in cleared funds (or if you are paying in instalments, the first payment instalment in cleared funds).
5.4. If we do not approve your application, we will refund to you the Subscription Fee paid less an administrative charge of £25.
5.5. Prior to the expiry of the Subscription Period, we will email you to remind you of the expiry date. If we do not receive notification that you wish to renew we will suspend your Profile and may at our discretion remove all content that you have uploaded to KalliKids.com at the end of the Subscription Period.
5.6. When you notify us of your wish to renew your subscription prior to the expiry of the Subscription Period, we will invoice you in advance for the Subscription Period that has been agreed. If we have not received payment in full prior to the expiry of the Subscription Period (or the first payment instalment), we shall suspend your Profile until payment has been made. If we have not received full payment within two months of the expiry date of the Subscription Period we may remove all content uploaded to KalliKids.com by you. Any renewals shall be on the basis of our terms and conditions that are current at such time and shall be available in the secure area of KalliKids.com. If you cannot locate the terms and conditions, please email us at Enquiries@KalliKids.com.
5.7. No refund of any Subscription Fee will be paid on termination of any subscription or otherwise.
5.8. All sums payable to us shall be paid in pounds sterling and are unless stated otherwise exclusive of any value added tax (“VAT”) or other applicable sales tax, which shall be added to the sum in question.
5.9. If a payment has not been received by the due date then we shall have the right to levy interest at the rate of four per cent (4%) per annum above the base rate for the time being in force at Barclays Bank and such interest shall be calculated from the date such sums become due until they are paid.
6. Additional services
6.1. Additional Services (such as copywriting for Profile, banner advertising or badge advertising on KalliKids.com, a news feed tab, being featured in our newsletter, having your photo displayed on KalliKids.com home page and exhibiting at Meet-Me Days (“Additional Services”)) are described on KalliKids.com or as otherwise communicated to you and may change from time to time. Additional Services are limited in number, will be at our absolute discretion and we accept no liability for Additional Services not being available.
6.2. Advertisements shall be in the size, format and location specified on KalliKids.com or in such similar location as we in our absolute discretion determine and shall be displayed on our site for the period of time specified on KalliKids.com or as otherwise agreed at the time you make payment.
6.3. You warrant that your advertisement complies with all applicable law and regulation (including self regulation such as the CAP Code) and you shall indemnify us for any loss, damage or other liability that we may suffer as a result of you breaching this condition.
6.4. We may provide specifications as to the materials to be provided by you in order for us to fulfil the delivery of such Additional Services. If you do not provide the specified materials in the manner and form specified within the time period stated, we shall not be obliged to fulfil the delivery of such Additional Service and no refund shall be made in relation to your payment for such Additional Services.
6.5. We may reject in our absolute discretion any materials submitted in relation to Additional Services and may request you to provide amended or additional materials.
6.6. If you decide to withdraw your advertisement or other Additional Service for any reason, we shall not be obliged to provide you with a refund.
6.7. We do not guarantee or make any representation or warranty as to the outcome (such as response levels to advertisements) of your purchase of any Additional Service.
6.8. All advertising content and any other content is subject to our approval and we reserve the right to reject or cancel any advertisement or content that we deem to be unsuitable for any reason.
6.9. We accept no liability for any errors in any advertisements or for errors in any content on KalliKids.com or on KalliKids materials.
7. Meet-Me Days
7.1. We may from time to time invite you to Meet-Me Day events where you will have the opportunity to provide details of your activities to local families and answer any questions they may have.
7.2. Where exhibiting at Meet-Me Days is not included in your Subscription Package, we will advise you of the charge for attending such events at the time that we notify you about the event. Such charges are payable in advance of the event and are not refundable except where we cancel the event.
7.3. You must comply with all health and safety rules and other policies of the venue at which the Meet-Me Day event is held and if you do not, we reserve the right to require you to leave the event.
7.4. You may not bring dangerous items (such as knives, fireworks, smoke canisters, air-horns, drinking glasses, bottles or other glass or similarly breakable containers, cans, poles and any other article that might be used as a weapon and/or may in our reasonable opinion compromise public safety) with you into any of our events. If you are found to have any such item with you, you will immediately be ejected from the venue without any refund
7.5. The venue may provide tables and chairs for your use and you may bring any promotional literature or materials as are reasonable in the circumstances. At our discretion, we reserve the right to require you to remove any materials or other items that you bring into the venue particularly if we believe those materials may cause a health and safety issue.
7.6. You are responsible for your own materials and any other property or belongings that you take to a Meet-Me Day event and neither we nor the venue will be liable for any loss, damage, theft or destruction of any of your materials, belongings or other property.
7.7. You may not bring any item of a hazardous or dangerous nature into any venue and you must comply with the fire regulations at any venue.
7.8. If you wish to play music at any event, you must obtain our prior consent to this and must note that we do not hold a licence for the performance of music and under the conditions of the 1988 Copyright Designs and Patents Act you must apply for licences from both Phonographic Performance Ltd and The Performing Rights Society or contact the venue directly. We shall not be liable for your failure to obtain such a licence.
7.9. You may not plug in any electrical equipment at an event without our prior consent. We do not accept any liability for failure of any electrical equipment, installation or supply.
7.10. You shall not cause any damage to any part of the venue (including outside areas, and all inside walls, flooring, fixtures and fittings). You are solely liable for any damage caused by you, your employees, contractors, sub-contractors and agents to any such area of the venue.
7.11. You agree that we may include your details in any promotional materials relating to any event. We will not be liable for errors or omissions contained in such information. Unless otherwise stated, the copyright for any such promotional materials belongs to us and may not be reproduced in any medium without our prior written consent. We may wish to photograph stands or features and reserve the right to do so for the purposes of promoting future events or otherwise. You may photograph stands only with our prior written consent.
7.12. We may make changes to the date, time and location of any advertised Meet-Me Day events for any reason and may cancel a Meet-Me Day event for any reason and we shall not be liable for any such change or cancellation (other than we shall provide you with a refund for any charges paid in advance for such event).
7.13. We do not guarantee that a certain number of families will attend the event or make any representation as to any outcome that you may achieve.
7.14. We make no guarantee as to where your table or space will be located within any venue.
7.15. Except in exceptional circumstances, you must arrive and depart between the times notified to you.
7.16. We disclaim all liability to you in relation to Meet-Me Day events other than any personal injury or death caused by our negligence or any liability which cannot be limited or excluded by applicable law.
7.17. You will indemnify us and keep us indemnified against and from any and all losses, damages, costs and expenses (including professional fees) incurred by us resulting from any claim made in respect of damage to persons and property caused by you or your property or your officers, employees, agents or sub-contractors.
7.18. We cannot guarantee that all food provided at Meet-Me Day events will be nut free and as such if you or family members have a nut allergy, we recommend that you do not eat any of the food provided. We shall have no liability for any allergic reactions or other reactions to any food or drink provided at any Meet-Me Day events.
8.1. We will continue to include each Profile on KalliKids.com until any of the following events occurs at which point we may remove the Profile(s) and/or provide you with written notice (to take effect immediately or such date as we specify) of termination of the Contract:
8.1.1. you provide us with at least one month’s written notice of your wish to remove a Profile and such notice has expired;
8.1.2. you no longer provide the activity featured in a Profile;
8.1.3. in our view, the activity featured in a Profile no longer meets our accreditation standards;
8.1.4. the Subscription Period expires and you do not renew your subscription prior to the expiry date;
8.1.5. we have received a comment or complaint about an activity featured in a Profile or about your website or otherwise have discovered an issue with the activities featured in your Profile or any other matter which in our view might jeopardise our goodwill or reputation or the goodwill or reputation of other activity providers, our advertisers or other users of KalliKids.com;
8.1.7. you or us cease to carry on business, are declared bankrupt or enter into an insolvency or administration procedure.
8.2. Following the removal of a Profile from KalliKids.com or termination of the Contract for whatsoever reason, no refund of the Subscription Fee shall be payable.
8.3. Following termination of the Contract for any reason:
8.3.1. any and all licenses granted to you pursuant to the Contract shall be revoked and you must remove within 7 days of termination any accreditation badges from your website, your accreditation certificate and any window stickers from view and any other references to KalliKids from your marketing materials; and
8.3.2. you shall not hold yourself out in any way as having any connection with KalliKids.com; and
8.3.3. any and all fees that are payable to us (including remaining payment instalments for your Subscription Period) shall become due immediately and you shall pay such fees within 7 days of termination of the Contract; and
8.3.4. we have no obligation to maintain any of your Profile, advertisements, newsletter features or other uploaded or posted content; and
8.3.5. any termination of the Contract shall not affect any rights or liabilities that have accrued to us prior to such termination.
8.4. Clause 8.3 shall survive termination of the Contract.
9. Your obligations
9.1. You warrant that you will comply with all laws, regulations and best practice in relation to activities listed on KalliKids.com and that you have obtained and will maintain all licences, registrations, permits or approvals necessary for providing the activities listed on KalliKids.com.
9.2. You warrant that where you are an individual you are at least 18 years of age and where you are a company or other similar entity, that you are a bona fide legal entity duly formed in accordance with all applicable law and regulations and have full capacity and authority to enter into the agreement between us.
9.3. You agree to keep user details and your password for the site confidential at all times and to not disclose them to any third party.
9.4. You warrant that any website owned or controlled by you that is listed on KalliKids.com is free from illegal, defamatory or tortious content.
9.6. In submitting articles or expert advice for inclusion on KalliKids.com, you warrant that the content of your article or expert advice is your own work, save to the extent you have credited a third party for a quote or any other content, and does not infringe a third party’s Intellectual Property Rights in any way or any other third party rights and is not defamatory in any way.
9.7. We shall not be obliged to publish any or all articles or expert advice submitted by you to us and shall have the right at any time to remove from our site at any time any article or any other content provided by you, without having to provide an explanation.
9.8. You undertake to indemnify us at all times during and after the term of this agreement against any losses, claims, penalties, damages, costs, expenses or other liabilities (including professional fees) which we may suffer or incur or which we may agree to pay as a result of:
Your KalliKids accreditation;
inclusion of your Profile(s) on KalliKids.com;
your subscription of KalliKids.com;
your provision of the activity that is listed on KalliKids.com; and/or
your breach of any of these terms and conditions.
9.9. You warrant that you are at least 18 years of age and have full capacity to enter into the Contract.
9.10. You warrant that all information that you have provided us with or have submitted (or will submit) to KalliKids.com is true and accurate and not misleading in any way.
10. Our liability
10.1. We shall not be liable to you, whether in contract, tort (including negligence) or otherwise, for any loss of revenue, actual or anticipated profits, goodwill, business opportunity, reputation, data, anticipated savings or damage or corruption to software, wasted expenditure or any type of special, indirect or consequential loss or damage.
10.2. Our entire liability (if any) to you whether in contract, tort (including negligence) or otherwise, shall be limited to £150 for any claim or series of claims (whether related or not). In the event that any court of competent jurisdiction does not allow such limitation on liability and awards damages against us in excess of such amount, you agree to release us from all damages and liability in excess of this amount.
10.3. You specifically agree and acknowledge that we are not liable to you for any loss or damage, for offence caused or for any threatening, defamatory, obscene, offensive or illegal content uploaded to KalliKids.com by a third party or for the infringement of any of your rights (including intellectual property rights) arising from the conduct of a third party.
10.4. You agree and acknowledge that we have no liability for KalliKids.com not being available at any time nor any liability for the deletion, corruption or failure to store any materials or content maintained or transmitted on or through KalliKids.com.
10.5. Although we will use all reasonable endeavours to keep your data secure, we shall not be liable for any loss of data or for any private data becoming public.
10.6. We make no warranty that any of our data or third party data that we communicate to you is accurate or complete but we will use our reasonable endeavours to investigate any errors brought to our attention.
10.7. We shall have no liability for any advice, views, recommendations, advertisements and any other form of content provided by other users of KalliKids.com or third parties.
10.8. We have not verified or performed any checks on registered users or other users of KalliKids.com who may contact you and we therefore disclaim all liability in relation to the actions of registered users, other users and any other third parties in relation to KalliKids.com.
10.9. We will not be liable in any way for any error in a Profile and we do not guarantee any results or a minimum number of bookings through your KalliKids.com Profile, however measured.
11. Intellectual property
11.1. We are the owner or the licensee of all intellectual property rights in KalliKids.com, and in all of the material published on it. The site and such materials are protected by copyright laws and treaties around the world and we reserve all such rights.
11.2. You grant us a perpetual, worldwide, royalty free licence to use all or any of your intellectual property rights in any materials, advertisements or content submitted to us or shown on KalliKids.com and agree that we may use such intellectual property rights and content on KalliKids.com or as we otherwise decide (including press releases, promotions on other websites, offline advertising and email newsletter advertising). You remain free to use the intellectual property rights in your content as you see fit but may only use our content and intellectual property rights as set out in these terms.
11.3. You shall, at all times during and after the term of this agreement, indemnify us and keep us indemnified against all losses, damages, claims, costs, penalties or expenses and other liabilities (including professional fees) incurred by, awarded against or agreed to be paid by us arising from any claim of infringement or alleged infringement (including the defence of such infringement or alleged infringement) of a third party’s intellectual property rights arising out of your use of KalliKids.com (including any advertising on KalliKids.com) and our use of any materials (including images) submitted by you to us.
11.4. You agree and acknowledge that we retain full editorial control over all advertisements and Profile submitted by you to KalliKids.com and that we will own all intellectual property rights in relation to such advertisements and Profile (other than in relation to your branding) and you hereby assign to us any such intellectual property rights.
11.5. We reserve the right to change the format, functionality, style and layout of KalliKids.com and any advertisement, article, feature, Profile or other content as we see fit.
11.6. You must not reproduce in any format (including on another website) any part of KalliKids.com (including content, designs, look and feel) without our prior written consent.
11.7. Following our confirmation of your accreditation with us (“Accreditation Date”), you may use on your website and other marketing materials the accreditation badge that we will provide you with. We retain full ownership in the intellectual property of such badge but grant you as from the Accreditation Date until the termination of the Contract a revocable, royalty-free, non-exclusive license to use such intellectual property for the purposes of promoting the activities included in your Profile.
11.8. You may only upload to KalliKids.com photos of children participating in your activities or otherwise if you have obtained the prior written consent of the parents of each child shown in the photo. You shall, at all times during and after the term of this agreement, indemnify us and keep us indemnified against all losses, damages, claims, costs, penalties or expenses and other liabilities (including professional fees) incurred by, awarded against or agreed to be paid by us arising from your breach of this clause.
You agree to keep the terms of our agreement confidential and in particular shall not disclose to any third party the amount of the Subscription Fee or any statistics in relation to KalliKids.com or otherwise relating to our business.
13. Circumstances outside our control
If we are prevented from fulfilling our obligations under these terms and conditions by reason of a circumstance outside of our control (such as a server fault that results in KalliKids.com being unavailable for a period of time) we shall have no liability for our failure to fulfil such obligations.
14. Transfer of rights and obligations
The agreement pursuant to these terms and conditions is personal to you and you shall not without our prior written consent assign or transfer this agreement or any rights and obligations arising from the agreement between us. We may at any time assign, transfer or otherwise deal in any other manner with all or any of our rights and obligations arising from the agreement between us.
15. No waiver
No failure or delay by us to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.
We may vary these terms and conditions at any time without notice. The latest version of these terms and conditions is available at KalliKids.com.
If any provision of this agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force unless, in our reasonable opinion, the purpose of this agreement is frustrated as a result
18. Third party rights
A person who is not party to the Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
19. Entire Agreement
20. Law and jurisdiction
These terms and conditions are governed by and construed in accordance with English law. You agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these terms and conditions.