Venue Partner Terms and Conditions

1.Introduction and Parties

These Terms and Conditions (the "Agreement") govern the relationship between Memoire Collective Ltd ("WakeVenues", "we", "us" or "our") and the venue, business or individual ("Venue Partner", "you" or "your") who registers to list on the WakeVenues platform and any other Memoire Group sites covered by the chosen plan.

By completing the registration process and ticking the acceptance checkbox, you enter into a legally binding agreement with us. Your acceptance is recorded together with the date and time of registration.

Company Details

Memoire Collective Ltd
Winchester House, Deane Gate Avenue, Taunton, Somerset, TA1 2UH
Company registration number: 17145073
VAT registration: Voluntarily registered — VAT number to be confirmed
Contact: hello@wakevenues.co.uk

2.Definitions

• "Platform" means the WakeVenues website (wakevenues.co.uk) and any other Memoire Group sites covered by the Venue Partner's chosen plan.
• "Listing" means the venue profile page created and maintained by the Venue Partner on the Platform.
• "Enquiry" means a message or booking request submitted by a family or event organiser through the Platform.
• "Confirmed Booking" means an enquiry that results in a paid booking confirmed to WakeVenues.
• "Commission" means the percentage fee charged on Confirmed Bookings applicable to the Free plan.
• "Founder Rate" means the discounted subscription price available to qualifying early Venue Partners, as defined in Clause 4.
• "Plan" means the subscription tier chosen by the Venue Partner: Free, Solo, Growth or Collective.

3.Plans and Pricing

WakeVenues offers four plans. All prices are exclusive of VAT, which will be charged at the prevailing UK rate.

3.1 Free Plan

The Free plan allows Venue Partners to list on WakeVenues at no monthly cost. A commission of 10% of the total confirmed booking value (excluding VAT) is payable on each Confirmed Booking received through the Platform. Commission is calculated on the full amount charged to the family, including venue hire, catering, drinks packages and any services provided directly by the venue. Third-party supplier costs passed through at cost and evidenced by a separate supplier invoice are excluded.

3.2 Paid Plans

Paid plan subscribers pay a fixed monthly or annual fee and are not subject to commission on bookings. Plan fees are charged in advance.

• Solo — listing on one Memoire Group site of the Venue Partner's choice.
• Growth — listing on up to three Memoire Group sites, selected by the Venue Partner.
• Collective — listing across all Memoire Group sites simultaneously.

3.3 Annual Billing Discount

Venue Partners who choose annual billing receive a discount equivalent to two months free (approximately 17% saving). Annual fees are payable in full at the start of each billing period and are non-refundable except as set out in Clause 6.

3.4 VAT

All fees quoted are exclusive of VAT. VAT will be added at the standard UK rate (currently 20%) where applicable.

3.5 Auto-renewal

Subscriptions renew automatically at the end of each billing period unless cancelled in accordance with Clause 6. You will receive a reminder by email not less than 14 days before any annual renewal date.

4.Founder Rate

The Founder Rate is a permanent discounted subscription price available to qualifying early Venue Partners, recognising those who help build the platform in its early days.

4.1 Eligibility

A Venue Partner qualifies for the Founder Rate if they subscribe to a paid plan within either:

• the first six months of the WakeVenues site launch date, or
• the first 200 paid Venue Partners to subscribe across the Memoire Group,

whichever occurs first. WakeVenues will notify all registered users when the Founder Rate window is approaching its close.

4.2 Founder Rates

• Solo — £35 per month (ex VAT)
• Growth — £65 per month (ex VAT)
• Collective — £99 per month (ex VAT)

4.3 Price Lock and CPI Adjustment

The Founder Rate is locked for the lifetime of the subscription, provided the Venue Partner remains on a paid plan without lapsing. The rate will not be increased except in line with the Consumer Price Index (CPI), subject to a maximum annual increase of 2%. Any CPI adjustment will be applied on 1 April each year and notified not less than 30 days in advance.

4.4 Lapsing of Founder Rate

The Founder Rate is forfeited if the Venue Partner:

• cancels their paid subscription and later re-subscribes,
• downgrades to the Free plan for more than 30 days,
• allows payment to lapse for more than 14 days.

Once forfeited, the Founder Rate cannot be reinstated.

4.5 Plan Upgrades

A Founder Rate subscriber who upgrades to a higher plan retains the Founder Rate discount applied to the new plan from the next billing date.

5.Listing Requirements and Obligations

5.1 Accuracy

You warrant that all information in your Listing is accurate, complete and not misleading. You are responsible for keeping pricing, availability, capacity and facilities up to date.

5.2 Conduct

You agree to respond to all enquiries within 48 hours where reasonably practicable, and to treat all enquirers with dignity and sensitivity, particularly in the context of funeral wakes and bereavement.

5.3 Booking Confirmation

Where an enquiry results in a confirmed booking, you are required to update the booking status in the WakeVenues hub or via the confirmation link provided by email within 7 days of the event date. You must provide the total booking value excluding VAT at the point of confirmation. Prompt and accurate reporting helps WakeVenues maintain fair search rankings and supports the integrity of the platform.

Venue Partners who consistently confirm bookings promptly and accurately may receive preferential placement in search results as part of WakeVenues' Trust Score ranking system.

5.4 Prohibited Content

Listings must not contain content that is false, defamatory, offensive, discriminatory or in breach of any applicable law. WakeVenues reserves the right to remove or edit any Listing that breaches these requirements without notice.

5.5 Images and Media

By uploading images or other media to your Listing, you grant WakeVenues a non-exclusive, royalty-free licence to use that content for the purpose of operating and promoting the Platform.

6.Cancellation and Termination

6.1 Cancellation by Venue Partner

You may cancel your subscription at any time through your account dashboard or by contacting us.

• Monthly plans: cancellation takes effect at the end of the current monthly billing period. No refund is given for the current period.
• Annual plans: cancellation takes effect at the end of the current annual billing period. No partial refund is given.
• Free plan: you may close your account and remove your Listing at any time with immediate effect.

6.2 Cancellation by WakeVenues

WakeVenues may suspend or terminate a Listing or account with immediate effect if the Venue Partner:

• breaches these Terms and Conditions,
• provides false or misleading information,
• fails to pay fees when due,
• engages in conduct harmful to users or the reputation of WakeVenues.

In the event of termination by WakeVenues without cause, a pro-rata refund of any prepaid subscription fees will be issued.

6.3 Effect of Cancellation

Upon cancellation or termination, your Listing will be removed from the Platform. Any outstanding commission due under the Free plan remains payable.

7.Payment Terms

Subscription fees for paid plans (Solo, Growth, Collective) are collected via the payment method provided at registration. WakeVenues uses a PCI-compliant third-party payment processor. We do not store card details.

If payment fails, WakeVenues will notify you by email and retry after 3 days. If payment remains outstanding after 14 days, the subscription may be suspended. Suspended accounts on a Founder Rate plan retain their Founder Rate for up to 30 days before it is forfeited under Clause 4.4.

7.2 Commission Invoicing (Free Plan)

Commission under the Free plan is invoiced monthly in arrears. Venue Partners are required to confirm bookings received through the Platform via the WakeVenues hub or by clicking the confirmation link in the booking notification email. Confirmation must include the total booking value excluding VAT.

WakeVenues will issue a commission invoice within 5 working days of booking confirmation. Invoices are due within 14 days of the invoice date. Commission invoices will include VAT at the prevailing rate where applicable.

Where a Venue Partner fails to confirm a booking within 21 days of the event date, WakeVenues reserves the right to estimate the commission due based on the enquiry details and issue an invoice accordingly.

8.Intellectual Property

All intellectual property in the WakeVenues platform belongs to Memoire Collective Ltd. Nothing in this Agreement transfers any intellectual property rights to the Venue Partner.

The Venue Partner retains all intellectual property rights in the content they upload to their Listing.

9.Limitation of Liability

WakeVenues provides the Platform as a marketplace connecting venue owners with families and event organisers. We do not inspect, endorse or guarantee the quality of any venue listed.

To the fullest extent permitted by law, WakeVenues shall not be liable for:

• any loss of revenue, bookings or profit arising from your use of the Platform,
• any indirect or consequential loss arising from the Agreement,
• any loss arising from reliance on information provided by third parties on the Platform.

Our total aggregate liability to you shall not exceed the total fees paid by you to WakeVenues in the 12 months preceding the event giving rise to the claim.

10.Data Protection and Privacy

WakeVenues processes personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Our Privacy Policy explains how we collect, use and protect personal data.

You are responsible for ensuring that any personal data you process in connection with your use of the Platform complies with applicable data protection law.

11.Changes to These Terms

WakeVenues may update these Terms and Conditions from time to time. Where changes are material, we will notify Venue Partners by email not less than 30 days before the changes take effect. Your continued use of the Platform after that date constitutes acceptance of the updated terms.

Changes to pricing for standard plans will be notified not less than 60 days in advance. Founder Rate adjustments are governed by Clause 4.3.

12.Governing Law and Disputes

This Agreement is governed by the laws of England and Wales. Any dispute arising from this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Before commencing legal proceedings, both parties agree to attempt to resolve any dispute by good faith negotiation. If a dispute cannot be resolved within 30 days of written notice, either party may refer the matter to mediation before pursuing litigation.

13.General

• Entire agreement: This Agreement constitutes the entire agreement between the parties regarding your use of the Platform.
• Waiver: Failure by WakeVenues to enforce any provision shall not constitute a waiver of that provision.
• Severability: If any provision is found to be unenforceable, the remaining provisions shall continue in full force and effect.
• Assignment: You may not assign your rights under this Agreement without our prior written consent. WakeVenues may assign its rights to a successor business.