VENTAGO TERMS AND CONDITIONS OF USE

These Terms and Conditions of Use (“Terms”) govern access to and use of the Ventago platform and apply to both Members and Business Partners.

Ventago is operated by Berg Solutions Ltd trading as Ventago, Company Number 12257295, of Blenheim Court, Peppercorn Close, Peterborough, PE1 2DU, United Kingdom (“Ventago”, “we”, “us” or “our”).

Please read these Terms carefully before creating an Account, purchasing a Membership or registering as a Business Partner.

PART A — GENERAL TERMS

1. HOW THESE TERMS APPLY

1.1 These Terms constitute a legally binding agreement between you and Ventago when you create or use an Account, purchase or use Membership, register as a Business Partner or otherwise use the Platform in a manner requiring acceptance of these Terms.

1.2 These Terms contain provisions that apply differently depending on the capacity in which you use Ventago:

Part A – General Terms applies generally to users of the Platform;

Part B – Member Terms applies where you use Ventago as a Member;

Part C – Business Partner Terms applies where you use Ventago as a Business Partner; and

Part D – General Legal Provisions applies as stated to the relevant relationship.

1.3 If you use Ventago in more than one capacity, the provisions applicable to each capacity apply separately.

1.4 Nothing in the Business Partner provisions limits any statutory rights you have when separately acting as a consumer Member.

1.5 If there is a conflict between a general provision and a provision specifically applicable to Members or Business Partners, the specific provision applies to the extent of that conflict.

1.6 Our Privacy Policy and Cookie Policy provide information about our processing of personal information and use of cookies and similar technologies.

2. DEFINITIONS

In these Terms:

Account means an account created on the Platform.

Business Partner means a business approved by Ventago to maintain a Business Partner Account and publish approved Membership Offers.

Business Partner Account means an Account approved by Ventago for participation as a Business Partner.

Business Profile means information about a Business Partner displayed through the Platform.

Digital Membership Card means the digital Ventago membership card made available to an eligible Member.

Member means an individual holding a valid Ventago Membership.

Membership means a Ventago membership plan.

Membership Card means a Digital Membership Card or Physical Membership Card.

Membership Offer or Offer means a discount, benefit, promotion or other offer made available by a Business Partner to eligible Members.

Physical Membership Card means a physical Ventago membership card issued as part of an eligible Membership.

Platform means the Ventago website and associated online functionality operated by Ventago.

Terms means these Terms and Conditions of Use.

Ventago means Berg Solutions Ltd trading as Ventago.

3. WHAT VENTAGO DOES

3.1 Ventago operates a membership and business-directory platform through which Members can discover Membership Offers made available by independent Business Partners.

3.2 Ventago may provide:

  1. Membership Accounts;
  2. Digital Membership Cards;
  3. Physical Membership Cards;
  4. Business Profiles;
  5. Membership Offers;
  6. promotional information; and
  7. related Platform functionality.

3.3 Except where Ventago expressly states otherwise in relation to a particular Ventago service, Ventago does not sell, supply or provide the goods or services advertised by Business Partners.

3.4 Business Partners operate independently from Ventago.

3.5 When a Member purchases goods or services from a Business Partner, the contract for those goods or services is between the Member and the Business Partner.

3.6 Ventago is not a party to that contract.

3.7 Ventago does not act as the Business Partner’s agent merely because the Business Partner appears on the Platform.

3.8 Ventago does not guarantee:

  1. the quality of a Business Partner’s goods or services;
  2. availability of any particular Offer;
  3. suitability of a Business Partner for a Member’s particular requirements; or
  4. that a Member will achieve any particular amount of savings.

4. PLATFORM ACCOUNTS

4.1 You must provide information that is accurate and reasonably complete when creating or maintaining an Account.

4.2 You must keep your Account information reasonably up to date.

4.3 You are responsible for maintaining the confidentiality and security of your login credentials.

4.4 You must not knowingly allow another person to use your Account in breach of these Terms.

4.5 You should notify Ventago promptly if you believe your Account has been accessed or used without authorisation.

4.6 We may require reasonable verification of information supplied in connection with an Account.

5. ACCEPTABLE USE

5.1 You must not use the Platform:

  1. unlawfully or fraudulently;
  2. to impersonate another person;
  3. to interfere with Platform security;
  4. to introduce malware or harmful code;
  5. to scrape, harvest or systematically extract Platform or user data without authority;
  6. to attempt unauthorised access to another Account or system;
  7. to infringe intellectual property or privacy rights;
  8. to publish misleading, fraudulent or unlawful information; or
  9. in any manner reasonably likely to damage the Platform or other users.

5.2 We may take proportionate action where we reasonably believe these requirements have been breached.

6. PLATFORM AVAILABILITY

6.1 We aim to maintain the Platform in reasonable working order but do not guarantee uninterrupted or error-free availability.

6.2 Access may be interrupted for:

  1. maintenance;
  2. security;
  3. technical failures;
  4. updates;
  5. events outside our reasonable control; or
  6. other legitimate operational reasons.

6.3 We may modify Platform functionality where reasonably necessary, subject to applicable contractual and consumer-law obligations.

7. INTELLECTUAL PROPERTY

7.1 The Ventago name, branding, website design, Platform content and other intellectual property owned by or licensed to Ventago remain the property of Ventago or the relevant rights holder.

7.2 Nothing in these Terms transfers ownership of Ventago intellectual property to a Member or Business Partner.

7.3 You may use Platform content only for lawful purposes connected with your permitted use of Ventago unless we expressly authorise otherwise.

PART B — MEMBER TERMS

8. MEMBER ELIGIBILITY

8.1 Membership is available only to individuals aged 18 or over.

8.2 Membership is currently intended for UK residents.

8.3 By purchasing Membership, you confirm that you satisfy the applicable eligibility requirements.

8.4 Membership is for personal use and must not be transferred, sold or commercially exploited unless Ventago expressly permits this.

9. MEMBER REGISTRATION

9.1 To create a Member Account, you may be required to provide:

  1. first name;
  2. surname;
  3. email address; and
  4. telephone number.

9.2 Email verification may be required.

9.3 A postal address is not required merely to hold a Standard digital Membership unless required for a particular transaction or payment process.

9.4 Where a Physical Membership Card is included or ordered, a valid UK delivery address will be required.

10. MEMBERSHIP PLANS

10.1 Ventago currently offers the following Membership plans.

10.1.1 Standard

£4.99 per year

Includes:

  1. Digital Membership Card;
  2. access to eligible Membership Offers; and
  3. Member Account access.

10.1.2 Standard Plus

£8.99 per year

Includes:

  1. Standard Membership benefits; and
  2. Physical Membership Card, including standard UK delivery.

10.1.3 VIP

£3.99 per month or £30 per year

Includes:

  1. Standard Plus benefits;
  2. access to selected exclusive Offers;
  3. selected special promotions; and
  4. other VIP benefits identified on the Platform from time to time.

10.2 The price and principal characteristics of the selected Membership will be displayed before purchase.

10.3 Membership prices are stated in pounds sterling unless expressly stated otherwise.

11. PAYMENT

11.1 Membership payments are processed through Stripe.

11.2 Ventago does not currently accept payment for Membership through PayPal or other payment providers unless subsequently displayed at checkout.

11.3 You must provide valid payment information and have authority to use the selected payment method.

11.4 Payment must be successfully authorised for Membership to commence unless we expressly state otherwise.

11.5 Following purchase, we will provide or make available confirmation of the contract on a durable medium as required by applicable law.

12. AUTOMATIC RENEWAL

12.1 All Ventago Membership plans automatically renew unless automatic renewal is cancelled in accordance with these Terms.

12.2 Annual Membership renews for a further annual period.

12.3 Monthly VIP Membership renews monthly.

12.4 The applicable renewal price and billing frequency will be displayed before the Member enters into the Membership.

12.5 For annual Memberships, Ventago will send a renewal reminder approximately 30 days before renewal.

12.6 Payment will normally be taken using the payment method associated with the Membership.

12.7 A failed payment may result in Membership suspension or termination if payment is not successfully completed.

13. CANCELLING AUTOMATIC RENEWAL

13.1 A Member may cancel automatic renewal by emailing:

• cancel@ventago.co.uk

13.2 The request should contain sufficient information to identify the Membership.

13.3 Cancelling automatic renewal prevents the next renewal but does not ordinarily terminate the already-paid current Membership period.

13.4 Unless a statutory or other legal refund right applies, cancelling automatic renewal does not entitle the Member to a partial refund for the unused part of an existing paid Membership period.

13.5 Deleting an Account does not, by itself, constitute cancellation of automatic renewal.

13.6 Ventago will process cancellation requests received in accordance with these Terms and provide appropriate confirmation.

14. STATUTORY RIGHT TO CANCEL

14.1 Where applicable, a consumer entering into a distance contract has a statutory right to cancel the Membership contract within 14 days without giving a reason.

14.2 The cancellation period generally expires 14 days after the day the Membership contract is entered into, subject to applicable law.

14.3 To exercise the statutory right to cancel, the Member must make a clear statement communicating the decision to cancel.

14.4 The Member may contact:

• cancel@ventago.co.uk

14.5 Where the Member expressly requests that the Membership service begins during the statutory cancellation period, Ventago may begin providing the service immediately.

14.6 Where permitted by law, if the Member then cancels after service has begun during the cancellation period, the Member may be required to pay an amount proportionate to the service supplied before cancellation.

14.7 Where applicable law provides that the right to cancel is lost following full performance of a service after the required express request and acknowledgement, those statutory rules apply.

14.8 Nothing in this section limits rights that cannot lawfully be excluded or restricted.

15. REFUNDS

15.1 Refunds will be provided where required by applicable law.

15.2 A Member is not entitled to a refund merely because they:

  1. did not use their Membership;
  2. did not use available Membership Offers;
  3. did not achieve an expected level of savings; or
  4. cancelled automatic renewal after a paid Membership period had begun,

unless a statutory or other contractual refund right applies.

15.3 Where a statutory cancellation right is validly exercised, refunds will be handled in accordance with applicable consumer law.

15.4 Refunds will normally be made using the original payment method unless otherwise agreed or legally permitted.

16. DIGITAL MEMBERSHIP CARD

16.1 Eligible Members receive access to a Digital Membership Card through their individual Account.

16.2 The Digital Membership Card is intended to demonstrate eligibility for Ventago Membership Offers.

16.3 The Digital Membership Card is personal to the Member.

16.4 It must not be copied, transferred, sold or made available for unauthorised use.

17. PHYSICAL MEMBERSHIP CARDS

17.1 A Physical Membership Card is included with eligible Membership plans.

17.2 Physical Membership Cards are currently delivered to addresses within the United Kingdom only.

17.3 Standard UK postage is included where the applicable Membership plan states that a Physical Membership Card is included.

17.4 We normally aim to dispatch a Physical Membership Card within 7 business days after successful payment and verification of the required delivery information.

17.5 Delivery times following dispatch may depend on the postal or delivery provider.

17.6 A Physical Membership Card may display:

  1. card number;
  2. expiry date; and
  3. QR code.

17.7 Under the current card structure, the QR code does not contain the Member’s personal information or Member ID. It identifies Ventago/the Platform and provides the relevant website address.

17.8 If a Physical Membership Card is lost, damaged or requires replacement, Ventago may charge a reasonable replacement charge, which will be disclosed before the replacement is ordered.

17.9 Where cancellation rights require the return of a Physical Membership Card, the Member must return it where reasonably requested and in accordance with applicable law.

18. USING MEMBERSHIP

18.1 Membership Cards may be used only while the relevant Membership is valid.

18.2 The Member may be asked to present a valid Digital or Physical Membership Card to obtain a Membership Offer.

18.3 Membership does not constitute cash, stored value, credit or a payment instrument.

18.4 Membership and Membership Offers have no cash redemption value unless expressly stated otherwise.

18.5 Members must not misuse, reproduce, transfer or manipulate Membership Cards or eligibility information.

19. MEMBERSHIP OFFERS

19.1 Membership Offers are provided by independent Business Partners.

19.2 The Business Partner is responsible for the terms, availability and fulfilment of its Offer.

19.3 An Offer may be subject to:

  1. availability;
  2. booking requirements;
  3. exclusions;
  4. dates or times;
  5. minimum spend;
  6. product or service restrictions; or
  7. other conditions clearly stated with the Offer.

19.4 Unless an Offer expressly states that it can be combined with another discount or promotion, the Member should assume that it cannot be combined with other offers.

19.5 Membership Offers have no cash value unless expressly stated otherwise.

19.6 Ventago may review, suspend or remove an Offer where reasonably necessary.

19.7 The availability of a particular Offer is not guaranteed for the entire duration of a Member’s Membership.

20. MEMBER AND BUSINESS PARTNER CONTRACTS

20.1 When a Member purchases goods or services from a Business Partner, the contract is directly between the Member and that Business Partner.

20.2 The Business Partner, not Ventago, is responsible for:

  1. the goods or services;
  2. quality and suitability;
  3. pricing;
  4. delivery or performance;
  5. bookings;
  6. cancellations relating to the Partner’s goods or services;
  7. refunds owed by the Business Partner;
  8. warranties; and
  9. compliance with laws applicable to the Business Partner’s activities.

20.3 A Member should raise issues concerning a Business Partner’s goods or services with the Business Partner in the first instance.

20.4 Ventago may assist with or investigate issues relating to the use of the Platform or a Membership Offer but does not thereby become a party to the underlying transaction.

21. MEMBER SUSPENSION OR TERMINATION

21.1 Ventago may suspend or terminate a Member Account or Membership where reasonably necessary because of:

  1. fraud or suspected fraud;
  2. material misuse of a Membership Card;
  3. unauthorised transfer of Membership;
  4. serious or repeated breach of these Terms;
  5. unlawful use of the Platform;
  6. security risks; or
  7. non-payment.

21.2 Where a breach is capable of remedy, Ventago may provide a reasonable opportunity to remedy it where appropriate.

21.3 Nothing in this section affects rights or remedies available under applicable law.

22. VENTAGO’S RESPONSIBILITY TO MEMBERS

22.1 Nothing in these Terms excludes or restricts liability where doing so would be unlawful.

22.2 Nothing in these Terms excludes or restricts a Member’s statutory consumer rights.

22.3 Where Ventago supplies a service to a consumer, Ventago will perform that service with the standard required by applicable consumer law.

22.4 Ventago is responsible for loss or damage suffered by a Member that is a foreseeable result of Ventago breaching these Terms or failing to use legally required care and skill.

22.5 Ventago is not responsible for loss caused solely by an independent Business Partner’s breach of the separate contract between that Partner and the Member, except to the extent Ventago is independently legally responsible.

22.6 Ventago does not exclude or limit liability for:

  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation; or
  3. any other liability that cannot lawfully be excluded or limited.

PART C — BUSINESS PARTNER TERMS

23. BUSINESS PARTNER ELIGIBILITY

23.1 A Business Partner must be a legitimate business, trader, professional or organisation capable of offering lawful goods, services or benefits to Members.

23.2 The Business Partner is responsible for ensuring that it has all licences, registrations, permissions, qualifications and insurance required for its activities.

23.3 Registration does not create an automatic right to appear on Ventago.

24. BUSINESS PARTNER REGISTRATION AND APPROVAL

24.1 A prospective Business Partner may create a Business Partner Account and submit information for approval.

24.2 Ventago may review the application before activating or publishing the Business Profile.

24.3 Ventago may reasonably request additional information to verify the business or assess suitability for the Platform.

24.4 Ventago may refuse an application where reasonably necessary to protect Members, the Platform, Ventago’s reputation or legal compliance.

24.5 Approval as a Business Partner is not an endorsement, accreditation or certification by Ventago.

25. BUSINESS PARTNER ACCOUNT

25.1 The Business Partner is responsible for information and activity associated with its Account.

25.2 Account details must be accurate and reasonably up to date.

25.3 Login credentials must be kept secure.

25.4 The Business Partner must notify Ventago promptly of suspected unauthorised Account access.

25.5 The Business Partner may close/delete its Account using available Platform functionality, subject to records Ventago may lawfully retain.

26. COST OF PARTICIPATION

26.1 The standard Ventago Business Partner Account is currently free of charge.

26.2 Ventago does not charge a commission on transactions between a Member and Business Partner unless a separate written agreement expressly provides otherwise.

26.3 Ventago may introduce optional paid products or services in the future.

26.4 A Business Partner will not become liable for an optional paid service merely because it holds a free Business Partner Account.

26.5 Any paid service must be separately agreed on the applicable terms before a charge is incurred.

27. BUSINESS PROFILE

27.1 The Business Partner may provide information including:

  1. business name;
  2. trading name;
  3. registered address;
  4. website;
  5. business email address;
  6. business description;
  7. contact information; and
  8. promotional Offers.

27.2 The Business Partner warrants that information supplied for its Business Profile is accurate, lawful and not misleading.

27.3 The Business Partner must update materially inaccurate or outdated information within a reasonable time.

28. CREATING AND APPROVING OFFERS

28.1 A Business Partner may create Membership Offers through its Account.

28.2 Every new Membership Offer requires Ventago approval before its first publication.

28.3 Submission of an Offer does not guarantee approval.

28.4 Ventago may review an Offer for matters including:

  1. clarity;
  2. accuracy;
  3. apparent legality;
  4. misleading claims;
  5. suitability for the Platform; and
  6. consistency with these Terms.

28.5 Ventago’s review does not transfer responsibility for the Offer from the Business Partner to Ventago.

28.6 After a specific Offer has been approved, ordinary subsequent edits to that same Offer do not automatically require fresh approval.

28.7 Ventago nevertheless retains the right to review, suspend, amend the display of or remove an Offer where reasonably necessary.

29. OFFER ACCURACY, PRICING AND FAIRNESS

29.1 The Business Partner is solely responsible for ensuring that each Offer is accurate and not misleading.

29.2 Any:

  1. price;
  2. discount percentage;
  3. saving;
  4. comparison;
  5. “was/now” claim;
  6. promotional claim; or
  7. other material representation

must be genuine, accurate and capable of substantiation.

29.3 The Business Partner must not artificially increase a reference price to create a misleading discount.

29.4 Material restrictions and conditions must be clearly disclosed.

29.5 The Business Partner must comply with applicable consumer-protection and advertising requirements.

30. HONOURING MEMBERSHIP OFFERS

30.1 The Business Partner must honour a valid published Offer in accordance with its stated terms while the Offer is active.

30.2 The Business Partner may require reasonable evidence of valid Ventago Membership.

30.3 The Business Partner must not discriminate unfairly against a Member merely because the Member seeks to use a valid Offer.

30.4 If an Offer becomes unavailable or materially incorrect, the Business Partner must update or remove it promptly.

30.5 Unless expressly stated in the Offer, Offers should be treated as not combinable with other discounts or promotions.

31. RELATIONSHIP WITH MEMBERS

31.1 The Business Partner contracts directly with Members for its goods and services.

31.2 The Business Partner is responsible for:

  1. fulfilment;
  2. product or service quality;
  3. customer service;
  4. bookings;
  5. cancellations;
  6. refunds;
  7. warranties;
  8. complaints; and
  9. compliance with laws governing its business.

31.3 Ventago is not responsible for performing the Business Partner’s obligations to a Member.

32. NO AGENCY, PARTNERSHIP OR EMPLOYMENT

32.1 Nothing in these Terms creates:

  1. a legal partnership between Ventago and the Business Partner;
  2. a joint venture;
  3. an employment relationship;
  4. a franchise relationship; or
  5. an agency relationship authorising the Business Partner to bind Ventago.

32.2 The Business Partner must not represent that it has authority to bind Ventago.

33. PAYMENTS BETWEEN MEMBERS AND BUSINESS PARTNERS

33.1 Payments for goods or services supplied by a Business Partner are made directly between the Member and Business Partner unless expressly stated otherwise.

33.2 Ventago does not collect or hold those payments merely because the transaction originated from a Membership Offer.

33.3 The Business Partner is responsible for its own:

  1. payment processing;
  2. receipts;
  3. taxes;
  4. refunds; and
  5. financial obligations relating to Member transactions.

34. REGULATED AND PROFESSIONAL SERVICES

34.1 A Business Partner offering regulated or professional services is solely responsible for maintaining all necessary:

  1. licences;
  2. registrations;
  3. authorisations;
  4. qualifications;
  5. professional memberships; and
  6. insurance.

34.2 Ventago’s acceptance of a Business Partner onto the Platform is not a representation that Ventago has certified the Partner’s professional competence or regulatory status.

34.3 The Business Partner must not use Ventago’s approval as evidence of professional accreditation or regulatory endorsement.

35. BUSINESS PARTNER CONTENT

35.1 The Business Partner retains ownership of intellectual property rights it owns in content supplied to Ventago.

35.2 The Business Partner grants Ventago a non-exclusive, royalty-free licence to use, reproduce, display, format and distribute that content to the extent reasonably necessary to:

  1. operate the Business Profile;
  2. display Offers;
  3. operate Ventago; and
  4. promote the Business Partner’s participation in Ventago.

35.3 The Business Partner warrants that it has the rights necessary to provide the content and grant this licence.

35.4 Following termination, Ventago will remove Partner content from active Platform use within a reasonable operational period, subject to legal, technical, archival and evidential requirements.

36. USE OF VENTAGO BRANDING

36.1 Ventago may permit Business Partners to identify themselves as participating Ventago Business Partners.

36.2 Any Ventago logo, trade mark or branding must be used only in accordance with Ventago’s instructions.

36.3 Permission to use Ventago branding:

  1. is limited;
  2. is non-transferable;
  3. does not transfer ownership; and
  4. ends when participation as a Business Partner ends, unless otherwise agreed.

36.4 The Business Partner must not imply endorsement beyond participation in the Ventago programme.

37. MODERATION

37.1 Ventago may review Business Profiles, Offers and Partner content.

37.2 Ventago may suspend, reject, edit the display of or remove content where reasonably necessary because it:

  1. appears unlawful;
  2. appears misleading;
  3. breaches these Terms;
  4. creates a material risk to Members;
  5. infringes third-party rights;
  6. creates security concerns; or
  7. may materially harm the Platform.

37.3 Moderation does not transfer legal responsibility for Partner content to Ventago.

38. MEMBER COMPLAINTS AND INVESTIGATIONS

38.1 Ventago may receive complaints concerning a Business Partner or Membership Offer.

38.2 The Business Partner must reasonably cooperate with an investigation relating to its participation in Ventago.

38.3 Ventago may request relevant information or an explanation.

38.4 Ventago may suspend an Offer or Business Profile while a serious matter is investigated where reasonably necessary.

38.5 Ventago’s involvement in a complaint does not make Ventago the supplier of the Business Partner’s goods or services.

39. PROHIBITED BUSINESS PARTNER USE

39.1 A Business Partner must not:

  1. publish fraudulent or misleading Offers;
  2. misuse Member eligibility information;
  3. attempt unauthorised access to Member information;
  4. scrape or harvest Member data;
  5. misuse Ventago branding;
  6. use the Platform unlawfully;
  7. introduce malicious code;
  8. impersonate another business; or
  9. use Ventago to facilitate unlawful activity.

40. MEMBER DATA AND PRIVACY

40.1 A Business Partner Account does not provide access to the Ventago Member database.

40.2 A Member may present a Membership Card to demonstrate eligibility for an Offer.

40.3 Under the current Physical Membership Card structure, the QR code does not contain Member personal information or Member ID.

40.4 Where a Member independently provides personal information directly to a Business Partner, the Business Partner is responsible for determining and complying with its own obligations under applicable data-protection law.

40.5 The Business Partner must not claim that Ventago authorises it to use Member personal information for unrelated purposes.

41. BUSINESS CONTACT DATA AND COMMUNICATIONS

41.1 Ventago may use Business Partner contact information to administer the Business Partner relationship.

41.2 Operational communications may include:

  1. Account communications;
  2. Offer approval or moderation;
  3. complaints;
  4. Platform changes;
  5. security;
  6. compliance matters; and
  7. termination or suspension.

41.3 Operational communications are distinct from optional direct marketing.

41.4 Direct marketing will be handled in accordance with applicable law.

42. CONFIDENTIALITY

42.1 Each party must take reasonable care of confidential information received from the other in connection with the Business Partner relationship.

42.2 Confidential information does not include information that:

  1. is lawfully public;
  2. was already lawfully known without confidentiality restrictions;
  3. is independently developed; or
  4. must be disclosed by law or competent authority.

43. BUSINESS PARTNER WARRANTIES

43.1 The Business Partner warrants that:

  1. it has authority to enter into these Terms;
  2. information supplied to Ventago is accurate in all material respects;
  3. its Offers are lawful and not misleading;
  4. it has necessary rights to its content;
  5. it will comply with laws applicable to its business;
  6. it will honour valid Offers in accordance with their terms; and
  7. it will not knowingly use Ventago in a way that infringes another person’s rights.

44. VENTAGO LIABILITY TO BUSINESS PARTNERS

44.1 Nothing in these Terms excludes or limits liability for:

  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation; or
  3. liability that cannot lawfully be excluded or limited.

44.2 Subject to clause 44.1, Ventago is not liable to the Business Partner for:

  1. loss of profits;
  2. loss of revenue;
  3. loss of business;
  4. loss of anticipated savings;
  5. loss of goodwill;
  6. loss of opportunity; or
  7. indirect or consequential loss,

to the extent such exclusion is lawful and reasonable.

44.3 Ventago does not guarantee any particular:

  1. number of Members;
  2. customer enquiries;
  3. sales;
  4. revenue;
  5. website traffic; or
  6. commercial result.

44.4 Subject to clause 44.1 and applicable law, Ventago’s total aggregate liability to a Business Partner arising out of or in connection with its participation in Ventago and these Terms will not exceed £1,000.

44.5 Any limitation or exclusion in this section applies only to the extent permitted by law and subject to any applicable statutory reasonableness requirement.

45. BUSINESS PARTNER INDEMNITY

45.1 To the extent permitted by law, the Business Partner will indemnify Ventago against losses, liabilities, damages, costs and reasonable expenses arising from third-party claims resulting from:

  1. the Business Partner’s goods or services;
  2. a misleading, unlawful or inaccurate Offer;
  3. infringement of third-party intellectual property rights by Partner content;
  4. the Business Partner’s breach of applicable law;
  5. the Business Partner’s misuse of Member personal information; or
  6. a material breach of these Terms,

except to the extent the loss was caused by Ventago’s own breach, negligence or unlawful conduct.

45.2 Ventago will take reasonable steps to mitigate recoverable loss where legally required.

46. BUSINESS PARTNER SUSPENSION

46.1 Ventago may suspend a Business Partner Account, Business Profile or Offer where reasonably necessary because of:

  1. suspected fraud;
  2. serious or repeated complaints;
  3. misleading Offers;
  4. unlawful activity;
  5. risk to Members;
  6. material breach of these Terms;
  7. security concerns; or
  8. failure to cooperate with a legitimate investigation.

46.2 Where a breach is remediable and immediate action is not reasonably necessary, Ventago may provide a reasonable opportunity to remedy it.

46.3 Ventago may act immediately where reasonably necessary to address fraud, illegality, security risks or serious risk to Members or the Platform.

47. BUSINESS PARTNER TERMINATION

47.1 A Business Partner may stop participating in Ventago and close its Business Partner Account using the available Platform functionality.

47.2 Ventago may terminate participation where:

  1. there is a material breach;
  2. repeated breaches occur;
  3. the Partner engages in fraud or unlawful conduct;
  4. continued participation creates material risk to Members or Ventago; or
  5. Ventago reasonably discontinues the relevant Business Partner service.

47.3 On termination:

  1. the Business Profile may be removed;
  2. Offers may be removed;
  3. permission to use Ventago branding ends; and
  4. provisions intended by their nature to survive termination remain effective.

PART D — GENERAL LEGAL PROVISIONS

48. PRIVACY

48.1 Ventago processes personal information in accordance with its Privacy Policy.

48.2 Information about cookies and similar technologies is contained in the Cookie Policy.

48.3 Business Partners remain independently responsible for personal information they collect directly for their own purposes.

49. CHANGES TO THE PLATFORM

49.1 Ventago may update or change the Platform where reasonably necessary for:

  1. security;
  2. legal or regulatory compliance;
  3. technical development;
  4. improvement of functionality;
  5. changes to third-party services; or
  6. legitimate business reasons.

49.2 Where a change materially affects an existing Member’s contractual rights, Ventago will comply with applicable consumer-law requirements.

50. CHANGES TO THESE TERMS

50.1 Ventago may update these Terms where reasonably necessary to reflect:

  1. changes in law;
  2. regulatory requirements;
  3. security requirements;
  4. Platform changes;
  5. changes to services; or
  6. legitimate operational requirements.

50.2 The current version will be published on the Platform.

50.3 Where required by law or where a change materially affects an existing contractual relationship, appropriate notice will be provided.

50.4 A change will not retrospectively remove statutory rights that have already arisen.

51. NOTICES AND COMMUNICATIONS

51.1 Ventago may communicate with users using the contact details associated with their Account.

51.2 Users are responsible for keeping those details reasonably current.

51.3 Electronic communications may be used where legally permitted.

51.4 Specific cancellation requirements applicable to Membership are set out in Part B and take precedence over this general communications section.

52. TRANSFER OF RIGHTS

52.1 A Member may not transfer Membership to another person unless Ventago expressly permits this.

52.2 A Business Partner may not transfer its Business Partner Account or its rights under these Terms without Ventago’s prior written agreement.

52.3 Ventago may transfer its rights and obligations as part of a lawful restructuring, sale, transfer or reorganisation, provided that doing so does not unlawfully reduce a consumer Member’s rights.

53. NO WAIVER

If Ventago does not immediately enforce a provision of these Terms, this does not mean that Ventago has waived the right to enforce it later.

54. SEVERABILITY

If any provision of these Terms is found to be unlawful, invalid or unenforceable, that provision will be treated as modified or removed to the minimum extent necessary, and the remaining provisions will continue to apply.

55. THIRD-PARTY RIGHTS

Unless these Terms expressly state otherwise, a person who is not a party to the relevant agreement does not have a right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

56. ENTIRE AGREEMENT — BUSINESS PARTNERS

56.1 In relation to a Business Partner, these Terms and any separate written terms expressly agreed with Ventago constitute the agreement concerning participation in the Platform.

56.2 The Business Partner acknowledges that it has not relied on a statement not contained in or expressly incorporated into the applicable agreement.

56.3 Nothing in this section excludes liability for fraud or fraudulent misrepresentation.

56.4 This section does not apply so as to restrict statutory rights of consumer Members.

57. GOVERNING LAW AND JURISDICTION

Members

57.1 These Terms are governed by the law of England and Wales.

57.2 If you are a consumer resident elsewhere in the United Kingdom, nothing in these Terms deprives you of mandatory protections available to you under the law applicable to you.

57.3 A consumer may bring proceedings in any court in which applicable consumer law permits proceedings to be brought.

Business Partners

57.4 The Business Partner relationship and any non-contractual obligations arising from it are governed by the law of England and Wales.

57.5 Subject to any mandatory rule of law, the courts of England and Wales have exclusive jurisdiction over disputes between Ventago and a Business Partner arising out of or in connection with these Terms.

58. COMPLAINTS

58.1 Members should contact Ventago about complaints concerning Ventago Membership or the Platform.

58.2 Complaints about goods or services supplied by a Business Partner should normally be raised with the Business Partner responsible for those goods or services.

58.3 Business Partners should contact Ventago concerning Business Partner Account or Platform matters.

58.4 Nothing in this section restricts any statutory right or right to contact an appropriate regulator, court or dispute-resolution body.

59. CONTACT DETAILS

Berg Solutions Ltd trading as Ventago
Company Number: 12257295
Blenheim Court
Peppercorn Close
Peterborough
PE1 2DU
United Kingdom

General enquiries:

• info@ventago.co.uk

Membership automatic-renewal cancellation:

• cancel@ventago.co.uk

Business hours:

Monday–Friday, 10:00–17:00
excluding public holidays in England.

SCHEDULE 1 — MEMBERSHIP PLANS AND FEES

MembershipBillingPriceMain Features
StandardAnnual£4.99/yearDigital Membership Card and access to eligible Membership Offers
Standard PlusAnnual£8.99/yearStandard benefits plus Physical Membership Card and standard UK delivery
VIP MonthlyMonthly£3.99/monthStandard Plus benefits plus selected exclusive Offers and promotions
VIP AnnualAnnual£30/yearStandard Plus benefits plus selected exclusive Offers and promotions

All Membership plans are subject to automatic renewal unless automatic renewal is cancelled in accordance with Part B of these Terms.

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