Terms Of Service

TERMS OF SERVICELast Updated: 06 Oct 2019

Please read these Terms of Service carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Avenevv Platform, you agree to comply with and be bound by these Terms of Service.

Thank you for using Avenevv!

These Terms of Service ("Terms") and the Payment Policy, Cancellation and Refund Policy, and Privacy Policy (collectively “Policies”) constitute a legally binding agreement between you and Avenevv (as defined below) governing your access to and use of the Avenevv website, including any subdomains thereof, and any other websites through which Avenevv makes its services available (collectively, "Site"), our mobile, tablet and other smart device applications, and application program interfaces (collectively, "Application") and all associated services (collectively, "Avenevv Services"). The Site, Application and Avenevv Services together are hereinafter collectively referred to as the “Avenevv Platform”. All Policies applicable to your use of the Avenevv Platform are incorporated by reference into these Terms.

When these Terms mention “Avenevv,” “we,” “us,” or “our,” it refers to the Avenevv Pte. Ltd. and our related entities, affiliates and subsidiaries.

Our collection and use of personal information in connection with your access to and use of the Avenevv Platform is described in our Privacy Policy.

Any and all terms relating to payment processing services through or in connection with your use of the Avenevv Platform ("Payment Services") are set out in the Payments Policy.

Venue Manager” refers to individuals, organisations, partnerships or other persons who list their Space on the Avenevv Platform and accept Bookings by Event Planners. “Event Planners” refers to individuals, organisations, partnerships or other persons who make a Booking of a Space listed on the Avenevv Platform. For the avoidance of doubt, a Member can act as both a Venue Manager and an Event Planner depending on the substance of its role as defined above. “Permitted User” is a person who the Venue Manager authorises to manage their Spaces by granting access to the venue management dashboard.

Venue Managers alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their Listings and Venue Services. In many cities, Venue Managers may have to register, get a permit or obtain a license before providing certain Venue Services (such as preparing food, serving alcohol for sale, guiding tours or operating a vehicle). Venue Managers are alone responsible for identifying and obtaining any required licenses, permits, or registrations for any Venue Services they offer. If you have questions about how local laws apply to your Listing(s) and Venue Service(s) on Avenevv, you should always seek legal guidance. 

1. Scope of Avenevv Services 

1.1 The Avenevv Platform is an online marketplace that enables registered users (“Members”) and certain third parties who offer services (Members and third parties who offer services are “Venue Managers” and the services they offer are “Venue Services”) to publish such Venue Services on the Avenevv Platform (“Listings”) and to communicate and transact directly with Members that are seeking to book such Venue Services (Members using Venue Services are “Event Planners”). Venue Services may include the offering locations (“Space”) for use, access to unique events and experiences (“Events”), and a variety of other add-ons like catering (“Add-ons”). Avenevv levies a percentage of the amount paid as commission for a Venue Service booking on the Platform, and the commission varies according to the subscription plan of the Venue Manager.

1.2 As the provider of the Avenevv Platform, Avenevv does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Listings or Venue Services. Venue Managers alone are responsible for their Listings and Venue Services. When Members make or accept a booking, they are entering into a contract directly with each other. Avenevv is not and does not become a party to or other participant in any contractual relationship between Members, nor is Avenevv a real estate broker or insurer. Avenevv is not acting as an agent in any capacity for any Member, except as specified in the Payments Policy.

1.3 While Avenevv aims to provide a pleasant user experience to all Members using the Platform, Avenevv has no control over and does not guarantee: 

a) the existence, quality, safety, suitability, or legality of any Listings or Venue Services;  

b) the truth or accuracy of any Listing descriptions, Ratings, Reviews, or other Member Content (as defined below); or 

c) the performance or conduct of any Member or third party. Avenevv does not endorse any Member, Listing or Venue Services. Any references to a Member being "verified" (or similar language) only indicate that the Member has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by Avenevv about any Member or Venue Services, including of the Member's identity or trustworthiness or whether the Space or Venue Services is safe or suitable. You should always exercise due diligence and care when deciding whether to book a Space, participate in an Event or use other Venue Services, accept a booking request from an Event Planner, or communicate and interact with other Members, whether online or in person. Verified Images (as defined below) are intended only to indicate a photographic representation of a Listing at the time the photograph was taken, and are therefore not an endorsement by Avenevv of any Venue Manager or Listing. 

1.4 If you choose to use the Avenevv Platform as a Venue Manager, your relationship with Avenevv is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Avenevv for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Avenevv. Avenevv does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of the Venue Services. You acknowledge and agree that you have complete discretion whether to list Venue Services or otherwise engage in other business or employment activities. 

1.5 To promote the Avenevv Platform and to increase the exposure of Listings to potential Event Planners, Listings and other Member Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Members who speak different languages, Listings and other Member Content may be translated, in whole or in part, into other languages. Avenevv cannot guarantee the accuracy or quality of such translations and Members are responsible for reviewing and verifying the accuracy of such translations. The Avenevv Platform may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.

1.6 The Avenevv Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Avenevv is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Avenevv of such Third-Party Services.

1.7 Due to the nature of the Internet, Avenevv cannot guarantee the continuous and uninterrupted availability and accessibility of the Avenevv Platform. Avenevv may restrict the availability of the Avenevv Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Avenevv Platform. Avenevv may improve, enhance and modify the Avenevv Platform and introduce new Avenevv Services from time to time. 

 

2. Eligibility, Using the Avenevv Platform, Member Verification 

2.1 You must be at least 18 years old and able to enter into legally binding contracts to access and use the Avenevv Platform or register an Avenevv Account. By accessing or using the Avenevv Platform you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.

2.2 You will comply with any applicable laws in your local jurisdiction.

2.3 Avenevv may make access to and use of the Avenevv Platform, or certain areas or features of the Avenevv Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds, or a Member’s booking and cancellation history.

2.4 User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Member’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Members to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Members, (ii) screen Members against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a Member, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available).

2.5 The access to or use of certain areas and features of the Avenevv Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Avenevv Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise. 

 

3. Modification of these Terms 

Avenevv reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Avenevv Platform and update the “Last Updated” date at the top of these Terms. Where these Terms are changed, we will also provide you with notice by email immediately. Any changes to these Terms shall be effective immediately upon public posting. If you disagree with the revised Terms, you may terminate your relationship with Avenevv with immediate effect by deactivating your Account. Your continued access to or use of the Avenevv Platform will constitute acceptance of the revised Terms.

 

4. Account Registration 

4.1 You must register an account ("Avenevv Account") to access and use certain features of the Avenevv Platform, such as publishing or booking a Listing. If you are registering an Avenevv Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.

4.2 You must provide accurate, current and complete information during the registration process and keep your Avenevv Account and public Avenevv Account profile page information up-to-date at all times.

4.3 You may not register more than one (1) Avenevv Account unless Avenevv authorizes you to do so. You may not assign or otherwise transfer your Avenevv Account to another party.

4.4 You are responsible for maintaining the confidentiality and security of your Avenevv Account credentials and may not disclose your credentials to any third party. You must immediately notify Avenevv if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Avenevv Account. You are liable for any and all activities conducted through your Avenevv Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).

4.5 Avenevv may enable features that allow you to authorize other Members or certain third parties to take certain actions that affect your Avenevv Account. For example, we may allow eligible Members or certain third parties to book Listings on behalf of other Members, or we may allow Venue Managers to add other Members as Authorised Venue Representatives (as defined below) to help manage their Listings. These features do not require that you share your credentials with any other person. No third party is authorized by Avenevv to ask for your credentials, and you shall not request the credentials of another Member. 

 

5. Content

5.1 Avenevv may, at its sole discretion, enable Members to:

a) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Avenevv Platform ("Member Content"); and 

b) access and view Member Content and any content that Avenevv itself makes available on or through the Avenevv Platform, including proprietary Avenevv content and any content licensed or authorized for use by or through Avenevv from a third party ("Avenevv Content" and together with Member Content, "Collective Content"). 

5.2 The Avenevv Platform, Avenevv Content, and Member Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of Singapore and other countries. You acknowledge and agree that the Avenevv Platform and Avenevv Content, including all associated intellectual property rights, are the exclusive property of Avenevv and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Avenevv Platform, Avenevv Content or Member Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Avenevv used on or in connection with the Avenevv Platform and Avenevv Content are trademarks or registered trademarks of Avenevv in Singapore and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Avenevv Platform, Avenevv Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.

5.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Avenevv Platform or Collective Content, except to the extent you are the legal owner of certain Member Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Avenevv or its licensors, except for the licenses and rights expressly granted in these Terms.

5.4 Subject to your compliance with these Terms, Avenevv grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Collective Content made available on or through the Avenevv Platform and accessible to you, solely for your personal and non-commercial use.

5.5 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Member Content on or through the Avenevv Platform, you grant to Avenevv a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such Member Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Member Content to provide and/or promote the Avenevv Platform, in any media or platform. Unless you provide specific consent, Avenevv does not claim any ownership rights in any Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your Member Content.

5.6 Venue Managers shall submit their Images (as subsequently defined) for verification by Avenevv. Such verification may include having Avenevv’s personnel inspect the Space to ensure that it corresponds with the Images. Such media assets will be made available to Venue Managers to include in their Listings with a watermark or tag bearing the words "Verified by Avenevv" or similar wording ("Verified Images"). You are responsible for ensuring that your Space is accurately represented in the Verified Images and you will stop using the Verified Images on or through the Avenevv Platform if they no longer accurately represent your Listing, if you stop listing the Space featured, or if your Avenevv Account is terminated or suspended for any reason. You acknowledge and agree that Avenevv shall have the right to use any Verified Images for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation to you. Where Avenevv is not the exclusive owner of Verified Images, by using such Verified Images on or through the Avenevv Platform, you grant to Avenevv an exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to use such Verified Images for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation to you.

5.7 You are solely responsible for all Member Content that you make available on or through the Avenevv Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available on or through the Avenevv Platform or you have all rights, licenses, consents and releases that are necessary to grant to Avenevv the rights in and to such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Avenevv's use of the Member Content (or any portion thereof) will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. 

5.8 You will not post, upload, publish, submit or transmit any Member Content that:

a) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; 

b) is defamatory, libelous, obscene, pornographic, vulgar or offensive; 

c) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; 

d) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; 

e) promotes illegal or harmful activities or substances; or 

f) violates any other Avenevv policy. 

Avenevv may, without prior notice, remove or disable access to any Member Content that Avenevv finds to be in violation of these Terms or Avenevv’s then-current Policies or Standards, or otherwise may be harmful or objectionable to Avenevv, its Members, third parties, or property. 

5.9 Avenevv respects copyright law and expects its Members to do the same. If you believe that any content on the Avenevv Platform infringes copyrights you own, please notify us. 

 

6. Service Fees 

6.1 Avenevv may charge fees to Venue Managers ("Venue Manager Fees") and/or Event Planners ("Event Planner Fees") (collectively, "Service Fees") in consideration for the use of the Avenevv Platform.

6.2 Avenevv reserves the right to change the Service Fees at any time, and will provide Members adequate notice of any fee changes before they become effective.

6.3 You are responsible for paying any Service Fees that you owe to Avenevv. Avenevv will deduct any Venue Manager Fees from the Booking Price before remitting the payout to the Venue Manager. Any Event Planner Fees are included in the Total Fees collected by Avenevv. Except as otherwise provided on the Avenevv Platform, Service Fees are non-refundable. 

 

7. Promotional and Credit Codes 

7.1. Avenevv may, from time to time, partner with Venue Managers to offer discounts on selected Listings, Spaces or Venue Services on the Avenevv Platform. These discounts will be in the form of a redeemable code generated by Avenevv (“Avenevv Promotional Code”), which can be redeemed by Members in accordance with the specific Terms and Conditions governing that Avenevv Promotional Code.

7.2. Venue Managers may, in their sole discretion, offer promotions in the form of discounts to their Booking Price by generating a redeemable code (“Venue Promotional Code”) through the Avenevv Platform. The Venue Manager is solely responsible for specifying any restrictions on the Venue Promotional Code, including but not limited to: the expiration date, the eligible users, the maximum number of times the Venue Promotional Code may be applied, and the Listings or Spaces the Venue Promotional Code is applicable to. Avenevv is not responsible for any errors made by the Venue Manager when generating the Venue Promotional Code.  

7.3. For Venue Managers who have opted for a “Venue Credit” policy to govern cancellations by the Event Planner, the Venue Manager shall inform Avenevv of the cancellation within fourteen (14) days. Subject to Clause 7.4, Avenevv will, within seven (7) days of the notice, generate and issue a unique code (“Credit Code”) to the Event Planner which the Event Planner can apply to a new Booking with the Venue Manager within six (6) months from the date of cancellation. The amount of the Credit Code be all amounts received by the Venue Manager (including Reservation Deposit and any Balance Amount) for cancellations within the Permitted Cancellation Period, or all amounts received by the Venue Manager less Reservation Deposit for cancellations outside the Permitted Cancellation Period.

7.4. Where the Event Planner cancels a Booking made with a Credit Code, the new Credit Code issued to the Event Planner will have the same expiration date as the Credit Code used to make the Booking.

7.5. Unless otherwise specified, all Promotional Codes and Credit Codes are non-transferable and cannot be redeemed for cash. 

 

8. Specific Terms for Venue Managers

In this clause, the following words and expressions have the following meanings:

Definition Meaning

Additional Service

Any additional services that the Venue Manager subscribes for from Avenevv.

Balance Amount

The Booking Price less the Reservation Deposit.

Booking

A contract between the Venue Manager and Event Planner, whereby the Venue Manager will provide the Space and the Event Planner will provide consideration in return.

Booking Price

The total amount payable by the Event Planner for a Booking on the Avenevv Platform, comprising of the Reservation Deposit and the Balance Amount, but not the Security Deposit.

Booking Revenue

Any part of the Booking Price paid by the Event Planner for a Booking on the Platform.

Cancellation & Refund Policy

The Cancellation and Refund Policy located at https://www.avenevv.com/terms 

Confidential Information

Any information that is not public knowledge and that is obtained from the other Party in the course of, or in connection with, these Terms.  Avenevv’s Confidential Information includes Intellectual Property owned by Avenevv or its licensors and the Fees charged in the Schedule. The Venue Manager’s Confidential Information includes the Data.

Commission

An amount expressed as a percentage of the Booking Revenue levied by Avenevv on the Venue Manager in respect of any package ordered by the Event Planner.

Data

All data, content, and information owned or created by the Venue Manager that is stored using, or inputted into, the Services, or otherwise provided to Avenevv.

Digital Quotation

An electronic quotation issued by the Venue Manager to the Event Planner on the Platform, stipulating the Venue Manager’s terms for the Booking.

Event Date

The date the Event Planner wishes to occupy or utilise the Space, as specified by the Event Planner in the Booking.

Fees

The SaaS Subscription Fee and any other fees for Additional Services.

GIRO

A direct debit authorisation arrangement between Avenevv and the Venue Manager, where the Venue Manager authorises Avenevv to collect certain recurring Fees from the Venue Manager’s nominated bank account.

GST

Goods and Services Tax.

Intellectual Property Rights

Includes copyright and all rights existing anywhere in the world conferred under statutes, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activities.

Payment Gateway

Stripe, a company that processes credit card payments on behalf of Avenevv.

Reservation Deposit

A portion of the Booking Price which the Venue Manager chooses to collect from the Event Planner for a Booking, as specified by the Venue Manager.

SaaS Service

The access to the Venue Manager dashboard and productivity tools on the Avenevv Platform.

SaaS Subscription Fee

The fixed monthly subscription fee for each Space listed on the Avenevv Platform.

Schedule

Any supplementary agreements, comprising of specific terms of the Services.

Security Deposit

An refundable deposit which the Venue Manager chooses to collect from the Event Planner as security that the Event Planner will comply with the Venue Manager’s policies of using the Space as stated in the Digital Quotation.

Services

The SaaS Service and any Additional Service.

Space

The space operated by the Venue Manager which the Venue Manager intends to list on the Avenevv Platform.

Underlying Systems

The Avenevv Platform, website, IT solutions, databases, systems and networks (including software and hardware) used to provide the Services, including any third party solutions, systems and networks.

 

8.1 Services

8.1.1: Avenevv will use reasonable efforts to provide to the Venue Manager the SaaS Service in accordance with these Terms and the laws of Singapore. The Venue Manager is to select in the Schedule:

(i) the number of Spaces to enrol in the SaaS Service and their respective subscription plans;

(ii) the Reservation Deposit policy governing the Booking;

(iii) the Balance Amount policy governing the Booking;

(iv) the Security Deposit policy governing the Booking;

(v) the Cancellation policy governing the Booking; and

(vi) the Refund policy governing the Booking.

The Avenevv Platform will display the above Venue Manager policies in any Digital Quotation issued by the Venue Manager to the Event Planner.

8.1.2: The Venue Manager may change any of its selection in clause 8.1.1 through the Avenevv Platform from time to time. Such changes will only take effect from the next subscription period. Where the Venue Manager makes any changes to its selection in clause 8.1.1, the changes will be reflected in the Venue Manager’s dashboard on the Platform, which shall be taken as conclusive evidence of the Venue Manager’s selection.

8.1.3: The Venue Manager may elect to enrol in Additional Services (including advertising, marketing, consultancy and other services) which Avenevv makes available from time to time. The specific terms of any Additional Services shall be provided in a Schedule. Any Additional Services provided by Avenevv to the Venue Manager is contingent on the Venue Manager’s continued subscription to the SaaS Service, unless otherwise specified in the related Schedule.

8.1.4: Avenevv’s provision of the Services to the Venue Manager is non-exclusive.  Nothing in these Terms prevents Avenevv from providing the Services to any other person.

 

8.2 Venue Manager Obligations

8.2.1: The Venue Manager shall pay Avenevv for the Services in accordance with clause 8.4 and the laws of Singapore.

8.2.2: The Venue Manager must not resell, assign, or make available the Services to any third party, or otherwise commercially exploit the Services.

8.2.3: When accessing the SaaS Service or the Avenevv Platform, the Venue Manager and its personnel must:

a) not impersonate another person or misrepresent authorisation to act on behalf of others or Avenevv;

b) correctly identify the sender of all electronic transmissions;

c) not attempt to undermine the security or integrity of the Underlying Systems;

d) not use, or misuse, the SaaS Service or the Avenevv Platform in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the SaaS Service;

e) not attempt to view, access, delete or copy any material or data other than that which the Venue Manager is authorised to access;

f) not attempt to view, access, delete or copy any material or data other than to the extent necessary for the Venue Manager and its personnel to use the SaaS Service or the Avenevv Platform in accordance with these Terms;

g) neither use the SaaS Service or the Avenevv Platform in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is objectionable, incorrect or misleading; and

h) comply with any terms of use on the Avenevv Platform, as updated from time to time.

8.2.4. Avenevv shall grant a quota of six (6) Permitted Users (excluding the Venue Manager) which the Venue Manager can elect to manage all its Spaces. The Permitted Users may bind the Venue Manager and take certain actions in relation to the Listing(s) as permitted by the Venue Manager, such as accepting booking requests, messaging and contracting with Event Planners, and updating the Booking Price and calendar availability. The Venue Manager may authorise any person to be a Permitted User by authorising access to an existing Account (or creating an Account for them). Where the Venue Manager elects to have Permitted Users, the Venue Manager shall:

a) provide Avenevv with the Permitted User’s name and other information that Avenevv reasonably requires in relation to the Permitted User;

b) procure each Permitted User’s compliance with these Terms and any other reasonable condition notified by Avenevv to the Venue Manager.

A breach of any Terms by the Venue Manager’s personnel including, to avoid doubt, a Permitted User is deemed to be a breach of these Terms by the Venue Manager.

8.2.5: The Venue Manager is responsible for procuring all licences, authorisations and consents required for it and its personnel to use the Services, including to use, store and input Data into, and process and distribute Data through, the Services.

 

8.3 Data

8.3.1: The Venue Manager acknowledges that:

a) Avenevv may require access to the Data to exercise its rights and perform its obligations under these Terms; and

b) to the extent that this is necessary but subject to clause 8.7, Avenevv may authorise a member or members of its personnel to access the Data for this purpose.

8.3.2: The Venue Manager must arrange all consents and approvals that are necessary for Avenevv to access the Data as described in clause 8.3.1.

8.3.3: The Venue Manager acknowledges and agrees that:

a) Avenevv may:

    (i) use Data and information about the Venue Manager’s use of the Services to generate statistical and analytical data (“Analytical Data”);

    (ii) use Analytical Data for Avenevv’s internal research and product development purposes and to conduct statistical analysis and identify trends and insights;

    (iii) supply Analytical Data to third parties; and

    (iv) publish the Analytical Data;

b) Avenevv’s rights under clause 8.3.3(a) above will survive termination or expiry of these Terms; and

c) title to, and all Intellectual Property Rights in, Analytical Data is and remains the property of Avenevv.

8.3.4: To the extent that the Data contains personally identifiable information (“Personal Data”), the Venue Manager must obtain all necessary consents from the relevant individual in accordance with the Personal Data Protection Act to enable Avenevv to collect, use, hold and process that information in accordance with the Agreement.

8.3.5: While Avenevv will take reasonable measures to back up all Data stored using the Services, the Venue Manager agrees to keep a separate back-up copy of all Data uploaded by it onto the Avenevv Platform. Avenevv will not be liable for any loss of data.

8.3.6: The Venue Manager agrees that Avenevv may store Data (including any Personal Data) in secure servers in jurisdictions other than Singapore and may access that Data (including any Personal Data) in Singapore and other jurisdictions from time to time.

 

8.4 Payment Terms & Commission

8.4.1: The Venue Manager shall pay, according to the formula below, (1) the SaaS Subscription Fee, and (2) subject to Clauses 8.4.2 and 8.4.3, a Commission equivalent to a percentage of the Booking Revenue whenever a Booking is made. The Venue Manager is to indicate the number of Spaces and select the respective subscription plan in the Schedule.

(1) SaaS Subscription Fee     =     Number of Spaces on Ave-Value     x     Ave-Value monthly fee as stated in the Schedule

                                               +     Number of Spaces on Ave-Versatile     x     Ave-Versatile monthly fee as stated in the Schedule

                                               +     Number of Spaces on Ave-VIP     x     Ave-VIP monthly fee as stated in the Schedule

(2) SaaS Commission     =     Booking Revenue     x      Commission percentage as stated in the Schedule corresponding to the Space's subscription plan

 

8.4.2: Where the Booking is changed on the Avenevv Platform and the change affects the Booking Price, the Commission will be based on the new Booking Revenue.

8.4.3: Where the change in Booking Price necessitates the Venue Manager to issue a partial refund to the Event Planner, the transaction fees for such refunds shall be borne by the Venue Manager in accordance with the following formula:

Transaction Fee = 3.5% x Amount Refunded

The transaction fee above will be added to the Commission and billed to the Venue Manager.

8.4.4: Where the Venue Manager makes changes to the SaaS Service pursuant to clause 8.1.2, any difference in SaaS Service fees will be reflected in the next billing cycle corresponding to the next subscription period.

8.4.5: All Fees payable from the Venue Manager to Avenevv are exclusive of GST and any other applicable taxes, which will be charged in addition at the rate in force at the time the Venue Manager is required to make payment.

8.4.6: Subject to clause 8.4.7, all Fees payable by the Venue Manager are exclusive of charges levied by intermediaries such as banks and the Payment Gateway. The Venue Manager agrees to bear any additional charges imposed by banks or the Payment Gateway.

8.4.7: Avenevv shall absorb the intermediary fees until such time Avenevv informs the Venue Manager otherwise.

8.4.8: The Venue Manager consents to a recurring payment arrangement where Avenevv will debit the Venue Manager’s nominated bank account for the SaaS Subscription Fee and any recurring Additional Services fees on the 20th of every month via GIRO. Where the SaaS Service or Additional Services commenced on a date other than the 21st of the previous month, the SaaS Subscription Fee and any recurring Additional Services fees will be prorated according to the following formula:

     For SaaS Subscription Fee:

SaaS Subscription Fee      /      30     x     Number of days from the start of the SaaS Service to the 20th of this month (both dates inclusive)

     For recurring Additional Services Fees:

Additional Services Fee     /     30      x     Number of days from the start of the Additional Service to the 20th of this month (both dates inclusive)

8.4.9: Avenevv reserves the right to invoice the Venue Manager for any SaaS Subscription Fees and recurring Additional Services fees in the following circumstances (and the Venue Manager shall pay to Avenevv the relevant Fees within thirty (30) days of the date of Avenevv’s invoice):

 a) SaaS Subscription Fees or Additional Services fees are due before the GIRO arrangement becomes effective;

b) The application for the GIRO arrangement is rejected;

c) The funds cannot be debited from the Venue Manager’s bank under the GIRO arrangement for any reason;

d) The GIRO arrangement has expired and was not renewed; or

e) Any other reason where the relevant Fees do not reach Avenevv through GIRO.

8.4.10: The recurring payment arrangement in clause 8.4.8 will continue to be in effect until the Venue Manager provides Avenevv with at least fourteen (14) days written notice to terminate the arrangement. Avenevv reserves the right to terminate the recurring payment arrangement at any time in its discretion and invoice the Venue Manager for any outstanding Fees.

8.4.11: The Venue Manager shall receive the Booking Revenue as follows:

a) For any Booking Price due before the Event Date, the Venue Manager may opt to:

     (i) have Avenevv act as a payment intermediary to collect the Booking Revenue (a service known as “Avepay”); or

     (ii) collect the Booking Revenue through the Payment Gateway;

b) For any Booking Price due on the Event Date, the Venue Manager shall collect the Booking Revenue from the Event Planner directly when the Event Planner is at the Space;

c) For any Booking Price due after the Event Date, the Venue Manager may opt to:

     (i) have Avenevv act as a payment intermediary to collect the Booking Revenue (a service known as “Avepay”);

     (ii) collect the Booking Revenue through the Payment Gateway; or

     (iii) collect the Booking Revenue from the Event Planner directly.

The Venue Manager shall indicate its preference in the Schedule.

8.4.12: Subject to clause 8.4.13, where the Venue Manager elects in the Schedule to collect any portion of the Booking Price directly from the Event Planner for payments on or after the Event Date, the Venue Manager is deemed to have received the Booking Revenue:

a) On the Event Date, for the portion of the Booking Price due on the Event Date; and

b) On the last date the Venue Manager allows the Event Planner to make payment, for any portion of the Booking Price due after the Event Date.

8.4.13: The Venue Manager shall not be deemed to have received the Booking Revenue under clause 8.4.12 if the Venue Manager notifies Avenevv within two (2) days of non-receipt.

8.4.14: Where the Event Planner does not pay any portion the Booking Price, that unpaid portion is not considered as Booking Revenue and the Venue Manager does not have to pay Commission for the unpaid portion.

8.4.15: For Bookings made through the Platform where the entire Booking Price is due before the Event Date, the Venue Manager authorises Avenevv to deduct the Commission before the Booking Revenue is credited to the Venue Manager. Where a Payment Gateway is used, the Venue Manager further authorises Avenevv to give instructions to the Payment Gateway to deduct the Commission before the Booking Revenue is credited to the Venue Manager.

8.4.16: For Bookings made through the Avenevv Platform where all or part of Booking Price is due on or after the Event Date, the Commission shall be paid as follows (and the Venue Manager authorises Avenevv to give any instruction to third parties which is necessary to carry out the deduction or debits):

a) Commission for any part of the Booking Price due before the Event Date shall be deducted by Avenevv before the Booking Revenue is credited to the Venue Manager. Where a Payment Gateway is used, the Venue Manager authorises Avenevv to give instructions to the Payment Gateway to deduct the Commission before the Booking Revenue is credited to the Venue Manager.

b) Commission for any part of the Booking Price due on the Event Date shall be debited from the Venue Manager’s nominated bank account via GIRO together with any SaaS Subscription Fees and recurring Additional Services fees at the next GIRO deduction date.

c) Commission for any part of the Booking Price due after the Event Date and which is paid using Avepay or the Payment Gateway under clauses 8.4.11(c)(i) and 8.4.11(c)(ii) shall be deducted by Avenevv or the Payment Gateway before the Booking Revenue is credited to the Venue Manager.

d) Commission for any part of the Booking Price due after the Event Date and which is paid by the Event Planner directly to the Venue Manager under clause 8.4.11(c)(iii) shall be debited from the Venue Manager’s nominated bank account via GIRO together with any SaaS Subscription Fees and recurring Additional Services fees at the next GIRO deduction date.

For the purposes of clause 8.4.16(c) and 8.4.16(d), the next GIRO deduction date is the 20th of the current month if the Booking Revenue is deemed to have been received on the 16th of the month or earlier. For Commissions deemed to have been received on the 17th or later, the next GIRO deduction date is the 20th of the following month.

8.4.17: Where Avenevv is unable to collect the Commission under clauses 8.4.15 or 8.4.16 due to the failure of any deduction, debit, authorisation or instruction, Avenevv reserves the right to invoice the Venue Manager for the relevant Commission and the Venue Manager shall pay Avenevv the Commission within thirty (30) days of the date of Avenevv’s invoice.

8.4.18: Where a Payment Gateway is used, the Venue Manager agrees to comply with the terms of use of the Payment Gateway.

8.4.19: If the Venue Manager does not make a payment by the date stated in an invoice or as otherwise provided for in these Terms, Avenevv shall be entitled to:

a) suspend or cease providing Services or access to the Avenevv Platform; and

b) charge interest on the outstanding amount at the rate of 5% per year, accruing daily.

8.4.20: By giving at least thirty (30) days’ notice, Avenevv may increase the SaaS Subscription Fees for subsequent SaaS Subscription terms. SaaS Subscription Fees updated under this clause are deemed to be the SaaS Subscription Fees listed in the Schedule. Where the Additional Services fees are of a recurring nature, Avenevv may also increase the Additional Services fees by giving at least thirty (30) days’ notice, and the Additional Services fees updated under this clause are deemed to be the Additional Services fees listed in the Schedule.

8.4.21: If the Venue Manager does not wish to pay the increased Fees in clause 8.4.20, it may terminate the SaaS Service or Additional Service with Avenevv by giving no less than fourteen (14) days’ notice, provided the notice is received by Avenevv before the effective date of the Fee increase. If the Venue Manager does not terminate the SaaS Service or Additional Service with Avenevv in accordance with this clause, it is deemed to have accepted the increased Fees.

8.4.22: The Venue Manager may not withhold payment of any invoice or other amount due to Avenevv by reason of any right of set-off or counterclaim which the Venue Manager may have or allege to have for any reason whatsoever.

8.5 Refund of Fees from Avenevv to Venue Manager

8.5.1: Where the Venue Manager elects to change or terminate the SaaS Service under clause 8.1.2 or 8.4.21, all SaaS Subscription Fees paid for the current subscription period will be kept by Avenevv. However, Avenevv shall refund to the Venue Manager any excess SaaS Subscription Fees paid in advance for subsequent subscription periods.

8.5.2: Where the Venue Manager terminates any Additional Service before the completion of work by Avenevv, Avenevv will refund the Additional Service fees paid, less the cost of any work done. However, where the Venue Manager terminates any Additional Service after completion of work by Avenevv, Avenevv will not refund any Additional Service fees paid.

8.6 Intellectual Property

8.6.1: Subject to clause 8.6.2, title to, and all Intellectual Property Rights in, the Services, the Avenevv Platform, and all Underlying Systems is and remains the property of Avenevv (and its licensors). The Venue Manager must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.

8.6.2: Subject to clause 8.6.3, title to, and all Intellectual Property Rights in, the Data (as between Avenevv and the Venue Manager) remains the property of the Venue Manager. The Venue Manager grants Avenevv a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of its rights and performance of its obligations in accordance with these Terms.

8.6.3: Where the Venue Manager engages Avenevv to provide consultancy, advertising, marketing, promotion or other services, whether in connection with an Additional Service or otherwise, the copyright and database right (and all other Intellectual Property Rights) in the reports, media assets or any other material created or prepared (the “Product”) (whether or not provided to the Venue Manager) by Avenevv shall belong to Avenevv. This is notwithstanding that Avenevv may have used the Data to create or prepare the Product or that the Product is an enhancement, modification or derivative work of the Data.

8.6.4: The Venue Manager shall return all originals, copies, reproductions and summaries of any Product in whatever form at Avenevv’s request or, at Avenevv’s option, certify destruction of the same.

8.6.5: To the extent not owned by Avenevv, the Venue Manager grants Avenevv a royalty-free, transferable, irrevocable and perpetual licence to use for Avenevv’s own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by Avenevv in the provision of the Services.

8.7 Confidentiality between Venue Manager and Avenevv

8.7.1: To carry out the obligations in clause 8, either the Venue Manager or Avenevv (as the “Disclosing Party”) may, from time to time, provide Confidential Information, to the other party, (as the “Receiving Party”). Subject to clauses 4 and 8, the Receiving Party hereby unconditionally and irrevocably agrees to (and shall procure that its personnel also):

a) hold and keep in strictest confidence any and all such Confidential Information;

b) not disclose such Confidential Information to any third party, except as provided for in this Agreement;

c) not use, or permit or cause to be used, any of the Confidential Information for any purpose other than for the purposes of this Agreement; and

d) not reverse engineer, decompile or disassemble any programs or software disclosed by the Disclosing Party except as prescribed under written law.

8.7.2: Subject to clauses 8.3 and 8.6, the Receiving Party shall take all steps and measures to minimise the risk of disclosure of the Confidential Information and by ensuring that only such of the Receiving Party's personnel whose duties require them to possess the Confidential Information shall have access to the Confidential Information on a need-to-know basis. In any event, the Receiving Party shall be responsible for any breach of the terms of this Agreement by any of the Receiving Party's personnel and shall take all measures (including but not limited to court proceedings) to restrain the Receiving Party's personnel from prohibited or unauthorised disclosure or use of the Confidential Information.

8.7.3: In the event that the Receiving Party becomes aware of any suspected or actual unauthorised use, reproduction or disclosure of Confidential Information, the Receiving Party shall (i) take all steps to notify the Disclosing Party of such unauthorised use, reproduction or disclosure immediately, and (ii) at its own expense, immediately take all steps to stop such suspected or actual unauthorised use, reproduction or disclosure.

8.7.4: Subject to clauses 8.3 and 8.6, the Receiving Party shall ensure that the Confidential Information will not at any time be copied or reproduced in any form whatsoever by it, any of the Receiving Party's personnel or any other third parties without the express written permission of the Disclosing Party. For the avoidance of doubt, “reproduction” shall, for the purposes of this clause, include storage of Confidential Information in electronic media, the hosting of the Confidential Information on networks, devices or system and downloading, uploading or transmission of Confidential Information. The Receiving Party agrees to take reasonable steps to segregate and properly label all Confidential Information of the Disclosing Party from the confidential materials of others in order to prevent commingling.

8.7.5: Notwithstanding any other provision of these Terms, the confidentiality obligations under clauses 8.7.1 to 8.7.4 shall not apply to Confidential Information which the Receiving Party can prove:

a) at the time of disclosure to the Receiving Party is in the public domain;

b) is or becomes publicly available without breach of these Terms;

c) was previously lawfully in its possession as evidenced by written records and which was not acquired directly or indirectly from the Disclosing Party;

d) is independently developed by the Receiving Party whether on its own or jointly with another party;

e) is required to be disclosed by law; or

f) became known to the Receiving Party from a source other than the Disclosing Party other than by the breach of an obligation of confidentiality owed to the Disclosing Party whether under these Terms or at law.

8.7.6: Without prejudice to the generality of clause 8.7.5, in the event any announcement or disclosure is required by any court, governmental or regulatory order or by the rules of any stock exchange, the Receiving Party shall take reasonable steps to promptly inform the Disclosing Party so as to provide the Disclosing Party with an opportunity to object to or seek an appropriate remedy to prevent such disclosure. In any event, the Receiving Party shall disclose only such Confidential Information to the extent required by the relevant court, governmental or regulatory order or stock exchange requirements.

8.7.7: The confidentiality obligations under clause 8.7 shall be effective on acceptance of these Terms by the Venue Manager and continue for as long as the Receiving Party uses, or may require the use of the Confidential Information and, unless otherwise agreed between the Venue Manager and Avenevv in writing, continue after the expiry or termination of any use of the Confidential Information by the Recipient, for a period of one (1) year from such expiry or termination.

 

8.8 Warranties by Venue Manager

8.8.1: By signing up to be a Venue Manager, you warrant that you have full power and authority to enter into and perform the obligations as a Venue Manager under these Terms.

8.8.2: The Venue Manager warrants that:

a) it has obtained and will keep in full force and effect at all times, in respect of their Spaces listed on the Platform, a policy or policies of insurance covering public liability for injury to persons or property with policy limits and provisions conforming to such requirements as Avenevv or the law may from time to time prescribe;

b) it has the full power and authority to list the Spaces on the Platform;

c) it has not entered into and will not enter into any arrangement which may conflict with these Terms;

d) it has provide complete and accurate information about the Space (such as description, floorplan, capacity, location, and calendar availability) in the Listing;

e) the pictures, animations or videos (collectively, "Images") used in the Listings accurately reflects the quality and condition of its Space. Avenevv reserves the right to require that Listings have a minimum number of Images of a certain format, size and resolution;

f) it has disclosed any deficiencies, restrictions (such as house rules) and requirements that apply (such as any minimum age, proficiency or fitness requirements for an Event) and shall keep its Space information (including calendar availability) up-to-date at all times;

g) it shall not impose any conflicting terms and conditions in its Listing which conflicts with these Terms or the relevant cancellation and refund policy for its Listing; and

h) it shall comply with all applicable laws (such as zoning laws), Tax requirements, and other rules and regulations (including having all required permits, licenses and registrations).

 

8.9 General Terms for Listings

8.9.1: As a Venue Manager, you are solely responsible for setting a price (including any Taxes if applicable, or charges such as fees for preparatory work or cleaning) for the Venue Services in your Listing (“Booking Price”), including any components of the Booking Price such as the Reservation Deposit.

8.9.2: The placement and ranking of Listings in search results on the Avenevv Platform may vary and depend on a variety of factors, such as Event Planner search parameters and preferences, Venue Manager requirements, price and calendar availability, number and quality of Images, customer service and cancellation history, Reviews and Ratings, type of Space, and/or ease of booking.

 

8.10 Specific Terms for Space Listings

8.10.1: As a Venue Manager, the number of Spaces you may list on the Avenevv Platform is governed by the Schedule to clause 8.

8.10.2: As a Venue Manager, if you choose to require a Security Deposit for your Space, you must specify this in your Listing. Venue Managers are not allowed to ask for a Security Deposit after a Booking has been confirmed or outside of the Avenevv Platform. Avenevv will use commercially reasonable efforts to address Venue Managers’ requests and claims related to Security Deposits, but Avenevv is not responsible for administering or accepting any claims by Venue Managers related to Security Deposits.

8.10.3: As a Venue Manager, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who are present at the Space at your request or invitation, excluding the Event Planner and any individuals the Event Planner invites to the Space.

 

 9. Terms specific for Event Planners 

9.1 Terms applicable to all bookings 

9.1.1 Subject to meeting any requirements (such as completing any verification processes) set by Avenevv and/or the Venue Manager, you can book a Listing available on the Avenevv Platform by following the respective booking process. All applicable fees, including the Booking Price, Security Deposit (if applicable), Event Planner Fee and any applicable Taxes (collectively, “Total Fees”) will be presented to you prior to booking a Listing. You agree to pay the Total Fees for any booking requested in connection with your Avenevv Account.

9.1.2 Upon receipt of a booking confirmation from Avenevv, a legally binding agreement is formed between you and the Venue Manager, subject to any additional terms and conditions of the Venue Manager that apply, including in particular the applicable cancellation and refund policy and any rules and restrictions specified in the Listing. You are obliged to pay any Reservation Deposit and balance payment to the Venue Manager either through Avepay or Avenevv’s designated Payment Gateway. 

9.1.3 If you book a Space on behalf of additional guests, you are required to ensure that every additional guest meets any requirements set by the Venue Manager, and is made aware of and agrees to these Terms and any terms and conditions, rules and restrictions set by the Venue Manager. If you are booking for an additional guest who is a minor, you represent and warrant that you are legally authorized to act on behalf of the minor. Minors may only participate in an Event or other Venue Service if accompanied by an adult who is responsible for them.

9.1.4. Venue Managers may require a Security Deposit in connection with a booking of their Listing. The terms relating to the Security Deposit will be specified in the digital quotation issued by the Venue Manager in connection with the booking. Where no specific terms are stated, the following general terms shall apply: 

a) The Security Deposit is to be paid by the Event Planner to the Venue Manager on the Event Date in cash, cheque, bank transfer, PayNow or any other payment method acceptable to the Venue Manager.

b) The Security Deposit is refundable if:

     (i) There is no damage to the venue or Space;

     (ii) There is no damage, loss or appropriation of any equipment, furniture or fittings;

     (iii) The Space is left in reasonably the same condition it was in prior to the Event;

     (iv) All additional services requested by the Event Planner which is not accounted for in the Booking Price is paid by the end of the Event.

c) Where any of the conditions in (b) are not satisfied, the Venue Manager is entitled to withhold the Security Deposit and deduct all costs of cleaning, rectification works, replacement of lost assets and the price of any unpaid additional services from the Security Deposit.

d) If the cost of cleaning, rectification, replacement or the price of any unpaid additional services is higher than the Security Deposit, the Venue Manager shall bill the Event Planner directly for the additional payment.

e) The Venue Manager is solely responsible for the refund of the deposit to the Event Planner.

9.2 Booking Spaces 

9.2.1 You understand that a confirmed booking of a Space (“Booking”) is a limited license granted to you by the Venue Manager to enter, occupy and use the Space for the duration of your booking, during which time the Venue Manager (only where and to the extent permitted by applicable law) retains the right to re-enter the Space, in accordance with your agreement with the Venue Manager.

9.2.2 You agree to leave the Space no later than the move-out time that the Venue Manager specifies in the Listing or such other time as mutually agreed upon between you and the Venue Manager. If you stay past the agreed upon move-out time without the Venue Manager’s consent (“Overstay”), you no longer have a license to stay in the Space and the Venue Manager is entitled to make you leave in a manner consistent with applicable law. In addition, you agree to pay, if requested by the Venue Manager, for each hour (or any portion thereof) that you Overstay, an additional fee of up to two (2) times the average hourly Booking Price originally paid by you to cover the inconvenience suffered by the Venue Manager, plus all applicable Event Planner Fees, Taxes, and any legal expenses incurred by the Venue Manager to make you leave (collectively, "Overstay Fees"). Overstay Fees for late move-out on the move-out date that do not impact upcoming bookings may be limited to the additional costs incurred by the Venue Manager as a result of such Overstay. If you Overstay at a Space, you authorize Avenevv to charge you to collect Overstay Fees. A Security Deposit, if required by a Venue Manager, may be applied to any Overstay Fees due for an Event Planner’s Overstay. 

9.3 Booking Events and other Venue Services 

9.3.1 You should carefully review the description of Event or other Venue Service you intend to book to ensure you (and any additional guests you are booking for) meet any minimum age, proficiency, fitness or other requirements which the Venue Manager has specified in their Listing. At your sole discretion you may want to inform the Venue Manager of any medical or physical conditions, or other circumstances that may impact your and any additional guest’s ability to participate in any Event or other Venue Service. In addition, certain laws, like the minimum legal drinking age in the location of the Event or other Venue Service, may also apply. You are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to your participation in an Event or other Venue Service.

9.3.2 Before and during an Event or other Venue Service you must at all times adhere to the Venue Manager’s instructions. 

 

10. Booking Modifications, Cancellations and Refunds 

10.1 Venue Managers and Event Planners are responsible for any modifications to a booking that they make via the Avenevv Platform or direct Avenevv to make ("Booking Modifications"), and agree to pay any additional Booking Price, Venue Manager Fees or Event Planner Fees and/or Taxes associated with such Booking Modifications.

10.2 Event Planners can cancel a confirmed booking at any time pursuant to the Cancellation & Refund Policy applicable to the Listing, and the Venue Manager will refund the amount of the Total Fees due to the Event Planner in accordance with such Cancellation & Refund Policy.

10.3 If a Venue Manager cancels a confirmed booking, the Venue Manager is obliged to give a refund in accordance with our Cancellation & Refund Policy. Avenevv may publish an automated review on the Listing cancelled by the Venue Manager indicating that a booking was cancelled.

10.4 For Events and other Venue Services, if inclement weather creates an unsafe or uncomfortable scenario for Event Planners, Venue Managers may modify or cancel a Venue Service. If there is a substantial change in the itinerary or the Venue Service needs to be cancelled, Avenevv will work with the Venue Manager and/or Event Planner to provide Event Planner an alternative date for the Venue Service, an appropriate refund or a rebooking.

10.5 In certain circumstances, Avenevv may decide, in its sole discretion, that it is necessary to cancel a confirmed booking and make appropriate refund and payout decisions. This may be (i) where Avenevv believes in good faith, while taking the legitimate interests of both parties into account, this is necessary to avoid significant harm to Avenevv, other Members, third parties or property, or (ii) for any of the reasons set out in these Terms. 

 

11. Ratings and Reviews 

11.1 Within a certain timeframe after completing a booking, Event Planners and Venue Managers can leave a public review (“Review”) and submit a star rating (“Rating”) about each other. Ratings or Reviews reflect the opinions of individual Members and do not reflect the opinion of Avenevv. Ratings and Reviews are not verified by Avenevv for accuracy and may be incorrect or misleading.

11.2 Ratings and Reviews by Event Planners and Venue Managers must be accurate and may not contain any offensive or defamatory language.

11.3 Members are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about another Member.

11.4 Ratings and Reviews are part of a Member’s public profile and may also be surfaced elsewhere on the Avenevv Platform (such as the Listing page) together with other relevant information such as number of bookings, number of cancellations, average response time and other information. 

 

12. Disputes between Members 

12.1 As an Event Planner, you are responsible for leaving the Space (including any personal or other property located at the Space) in the condition it was in when you arrived. You are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you invite to, or otherwise provide access to, the Space, excluding the Venue Manager (and the individuals the Venue Manager invites to the Space, if applicable).

12.2 If you are a Venue Manager, you are responsible for ensuring that the Spaces you list on the Avenevv Platform meet minimum quality standards regarding access, adequacy of the Listing description, safety and cleanliness. During an Event Planner’s use of an Space, Venue Managers should be available, or make a third-party available, in order to try, in good faith, to resolve any such issues.

12.3 In the event of a dispute, Members agree to participate in mediation or a similar resolution process with another Member, and where necessarily, cooperate with and assist Avenevv in good faith, and to provide Avenevv with such information and take such actions as may be reasonably requested by Avenevv. 

 

13. Taxes 

13.1 As a Venue Manager you are solely responsible for determining your obligations to report, collect, remit or include in your Booking Price any applicable GST or other indirect sales taxes, occupancy tax, tourist or other visitor taxes or income taxes ("Taxes").

13.2 Tax regulations may require us to collect appropriate Tax information from Venue Managers, or to withhold Taxes from payouts to Venue Managers, or both. If a Venue Manager fails to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to freeze all payouts, withhold such amounts as required by law, or to do both, until resolution.

13.3 You understand that any appropriate governmental agency, department and/or authority ("Tax Authority") where your Space is located may require Taxes to be collected from Event Planners or Venue Managers on Booking Price, and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these Taxes may be required to be collected and remitted as a percentage of the Booking Price set by Venue Managers, a set amount per day, or other variations. 

 

14. Prohibited Activities 

14.1 You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Avenevv Platform. In connection with your use of the Avenevv Platform, you will not and will not assist or enable others to: 

a) breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms, and Policies;

b) use the Avenevv Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Avenevv endorsement, partnership or otherwise misleads others as to your affiliation with Avenevv;

c) use the Platform to promote religious, political, defamatory, libellous or other objectionable content;

d) copy, store or otherwise access or use any information, including personally identifiable information about any other Member, contained on the Avenevv Platform in any way that is inconsistent with Avenevv’s Privacy Policy or these Terms or that otherwise violates the privacy rights of Members or third parties;

e) use the Avenevv Platform in connection with the distribution of unsolicited commercial messages ("spam");

f) offer, as a Venue Manager, any Space that you do not yourself own or have permission to make available through the Avenevv Platform;

g) unless Avenevv explicitly permits otherwise, book any Listing if you will not actually be using the Space yourself;

h) contact another Member for any purpose other than asking a question related to a your own booking, Listing, or the Member's use of the Avenevv Platform, including, but not limited to, recruiting or otherwise soliciting any Member to join third-party services, applications or websites, without our prior written approval;

i) use the Avenevv Platform to request, make or accept a booking independent of the Avenevv Platform, to circumvent any Service Fees or for any other reason;

j) request, accept or make any payment for Booking Price outside of the Avenevv Platform or Avenevv Payments. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Avenevv harmless from any liability for such payment;

k) discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;

l) use, display, mirror or frame the Avenevv Platform or Collective Content, or any individual element within the Avenevv Platform, Avenevv's name, any Avenevv trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Avenevv Platform, without Avenevv's express written consent;

m) dilute, tarnish or otherwise harm the Avenevv brand in any way, including through unauthorized use of Collective Content, registering and/or using Avenevv or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Avenevv domains, trademarks, taglines, promotional campaigns or Collective Content;

n) use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Avenevv Platform for any purpose;

o) avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Avenevv or any of Avenevv's providers or any other third party to protect the Avenevv Platform;

p) attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Avenevv Platform;

q) take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Avenevv Platform;

r) export, re-export, import, or transfer the Application except as authorized by Singapore law, the export control laws of your jurisdiction, and any other applicable laws; or

s) violate or infringe anyone else’s rights or otherwise cause harm to anyone.

14.2 You acknowledge that Avenevv has no obligation to monitor the access to or use of the Avenevv Platform by any Member or to review, disable access to, or edit any Member Content, but has the right to do so to:

a) operate, secure and improve the Avenevv Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes);

b) ensure Members’ compliance with these Terms;

c) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body;

d) respond to Member Content that it determines is harmful or objectionable; or

e) as otherwise set forth in these Terms.

Members agree to cooperate with and assist Avenevv in good faith, and to provide Avenevv with such information and take such actions as may be reasonably requested by Avenevv with respect to any investigation undertaken by Avenevv or a representative of Avenevv regarding the use or abuse of the Avenevv Platform.

14.3 If you feel that any Member you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Avenevv by contacting us with your police station and report number (if available). You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).

 

15. Term and Termination, Suspension and other Measures

15.1 These Terms shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Avenevv terminate these Terms in accordance with this provision.

15.2 You may terminate these Terms by giving us thirty (30) days' notice via email. If you cancel your Avenevv Account as a Venue Manager, any Booking(s) will be automatically cancelled and your Event Planner will receive a full refund. If you cancel your Avenevv Account as an Event Planner, any Booking(s) will be automatically cancelled and any refund will depend upon the terms of the Listing’s cancellation and refund policy.

15.3 Without limiting our rights specified below, Avenevv may terminate these Terms for convenience at any time by giving you thirty (30) days' notice via email to your registered email address.

15.4 Avenevv may immediately, without notice, terminate these Terms and/or stop providing access to the Avenevv Platform if (i) you have materially breached your obligations under these Terms, the Payments Policy or any of our Policies, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Avenevv believes in good faith that such action is reasonably necessary to protect the personal safety or property of Avenevv, its Members, or third parties (for example in the case of fraudulent behavior of a Member).

15.5 In addition, Avenevv may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, the Payments Policy or any of our Policies, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Avenevv Account registration, Listing process or thereafter, (iv) you and/or your Listings or Venue Services at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor Ratings or Reviews or Avenevv otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly cancelled confirmed bookings or failed to respond to booking requests without a valid reason, or (vii) Avenevv believes in good faith that such action is reasonably necessary to protect the personal safety or property of Avenevv, its Members, or third parties, or to prevent fraud or other illegal activity:

a) refuse to surface, delete or delay any Listings, Ratings, Reviews, or other Member Content;

b) cancel any pending or Bookings;

c) limit your access to or use of the Avenevv Platform;

d) temporarily or permanently revoke any special status associated with your Avenevv Account; 

e) temporarily or in case of severe or repeated offenses permanently suspend your Avenevv Account and stop providing access to the Avenevv Platform.

In case of non-material breaches and where appropriate, you will be given notice of any intended measure by Avenevv and an opportunity to resolve the issue to Avenevv's reasonable satisfaction.

15.6 If we take any of the measures described above (i) we may refund your Event Planners in full for any and all Bookings that have been cancelled, irrespective of preexisting cancellation and refund policies, and (ii) you will not be entitled to any compensation for pending or confirmed bookings that were cancelled.

15.7 When these Terms has been terminated, you are not entitled to a restoration of your Avenevv Account or any of your Member Content. If your access to or use of the Avenevv Platform has been limited or your Avenevv Account has been suspended or these Terms has been terminated by us, you may not register a new Avenevv Account or access and use the Avenevv Platform through an Avenevv Account of another Member.

15.8 If you or we terminate these Terms, the clauses of these Terms that reasonably should survive termination of these Terms will remain in effect. 

 

16. Disclaimers 

If you choose to use the Avenevv Platform or Collective Content, you do so voluntarily and at your sole risk. The Avenevv Platform and Collective Content is provided “as is”, without warranty of any kind, either express or implied.

You agree that you have had whatever opportunity you deem necessary to investigate the Avenevv Services, laws, rules, or regulations that may be applicable to your Listings and/or Venue Services you are receiving and that you are not relying upon any statement of law or fact made by Avenevv relating to a Listing.

If we choose to conduct identity verification or background checks on any Member, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.

You agree that some Events, other Venue Services may carry inherent risk, and by participating in such services, you choose to assume those risks voluntarily. For example, some Venue Services may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those Venue Services. You assume full responsibility for the choices you make before, during and after your participation in an Event or Venue Service. If you are bringing a minor as an additional guest, you are solely responsible for the supervision of that minor throughout the duration of the Event or Venue Service and to the maximum extent permitted by law, you agree to release and hold harmless Avenevv from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to that minor during the Event or Venue Service or in any way related to the Event or Venue Service.

The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law. 

 

17. Liability 

To the maximum extent permitted by law, the entire risk arising out of your access to and use of the Avenevv Platform and Collective Content, your publishing or booking of any Listing via the Avenevv Platform, your use of any Space, participation in any Event or use of any other Venue Service, or any other interaction you have with other Members whether in person or online remains with you. Neither Avenevv nor any other party involved in creating, producing, or delivering the Avenevv Platform or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Avenevv Platform or Collective Content, (iii) from any communications, interactions or meetings with other Members or other persons with whom you communicate, interact or meet with as a result of your use of the Avenevv Platform, or (iv) from your publishing or booking of a Listing, including the provision or use of a Listing’s Venue Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Avenevv has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. In no event will Avenevv’s aggregate liability arising out of or in connection with these Terms and your use of the Avenevv Platform including, but not limited to, from your publishing or booking of any Listings via the Avenevv Platform, or from the use of or inability to use the Avenevv Platform or Collective Content and in connection with any Space, Events, other Venue Service, or interactions with any other Members, exceed the amounts you have paid or owe for bookings via the Avenevv Platform as an Event Planner in the three (3) month period prior to the event giving rise to the liability, or if you are a Venue Manager, the subscription fees paid by you to Avenevv to you in the one (1) month period prior to the event giving rise to the liability, or one hundred Singapore dollars (S$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Avenevv and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. However, this does not affect Avenevv’s liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law. 

 

18. Indemnification 

You agree to release, defend (at Avenevv’s option), indemnify, and hold Avenevv and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of this Agreement, (ii) your improper use of the Services, (iii) your interaction with any Member through the Platform, your use of the Space, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, participation or use, or (iv) your breach of any laws, regulations or third party rights. 

 

19. Feedback 

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Avenevv Platform (“Feedback“). You may submit Feedback by emailing us, through the “Contact Us” section of the Avenevv Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you. 

 

20. Applicable Law and Jurisdiction 

These Terms shall be governed by and construed in accordance with the laws of Singapore and the Parties agree that the courts of Singapore shall have exclusive jurisdiction over any claim or matter arising in connection with these Terms. 

 

21. General Provisions 

21.1 No joint venture, partnership, employment, or agency relationship exists between you or Avenevv as a result of these Terms or your use of the Avenevv Platform.

21.2 If any provision of these Terms is prohibited by law or held by a court of competent jurisdiction to be unlawful, void or unenforceable, the clause shall, to the extent required, be severed and rendered ineffective as far as possible without modifying the remaining clauses of these Terms, and shall not in any way affect any other circumstances of or the validity or enforcement of these Terms.

21.3 Avenevv’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

21.4 You may not assign, transfer, or delegate these Terms and your rights and obligations hereunder without Avenevv’s prior written consent. Avenevv may without restriction assign, transfer, or delegate these Terms and any rights and obligations, at its sole discretion, with thirty (30) days’ prior notice. Your right to terminate these Terms at any time remains unaffected.

21.5 Any person or entity who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce or to enjoy the benefit of any term of these Terms, but this does not affect any right or remedy of a third party which exists or is available apart from the said Act.

21.6 Unless specified otherwise, any notices or other communications permitted or required under these Terms, will be in writing and given by Avenevv via email or Avenevv Platform notification. The date of receipt will be deemed the date on which Avenevv transmits the notice.