TERMS AND CONDITIONS

These are our terms and conditions. They apply each time you visit our site. If you use our services, they apply each time you use them. We ask that you read and understand them, as they form part of the contract we have with you.

AGREEMENT

These Terms and Conditions comprise the following sections:

• Site Terms
• Service Terms – General – applicable to all visitors to the Site
• Service Terms – Clients – applicable to Clients
• Definitions
• Privacy Notice

Which together form the basis of the agreement between you and us, and you and we agree to be bound by what each section says.

If you choose to take any of the Services we offer, no binding agreement will exist between you and us until we have confirmed, by email to you, that we have accepted you as a client. Any payment you make to us will be refunded to you in full if we do not accept you as a client.

SITE TERMS

These terms apply each time you visit the Site, whether or not you use the Services we offer.

YOUR PROMISES TO US

You agree that:

1. You have the right to make this Agreement with us and that you are over the age of 18 years.
2. You will read the terms and conditions on any site we link you to.
3. You won’t use robots, spiders, scrapers or similar things on the Site.
4. You won’t try to get around any things we put on the Site to stop or limit access to parts of it.
5. You won’t do anything that might cause our systems to crash.
6. You won’t steal the Site or any part of it for use in any other site or application.
7. You won’t try to modify, translate, adapt, edit, decompile, disassemble or reverse engineer any programs we use in connection with the Site or the services it offers.
8. You won’t copy, imitate or use the trademarks and/or designs and/or layout or anything else which would usually amount to intellectual property and which we own.

INTELLECTUAL PROPERTY

Either we or our business partners and affiliates own all of the information and intellectual property on the Site and you have no right to copy or use any of that information or intellectual property other than to use the Site unless we give that right to you.

PRIVACY AND COOKIES

You and we both agree that our Privacy Notice forms part of these Terms and Conditions.

DISCLAIMERS

1. 1. We can’t promise that the Site will meet your needs; that it will work properly; that it will be fit for a particular purpose or that it will not infringe the rights of others.
   2. We can’t promise that the Site will work with all systems; that it will be secure and that all information provided will be accurate.
   3. We take all reasonable effort to test material before placing it on the Site. In the very unlikely event of any loss, disruption or damage, we cannot be held responsible for any loss, disruption or damage to your data or computer system which may occur whilst using material derived from the Site.
   4. If you link to any other site using the Site then you understand that separate conditions will apply to those sites and that we have no control over those conditions – so you agree that you will read and understand them before using those sites.

AVAILABILITY OF THE SITE

1. 1. We never guarantee that the Site will be available all the time and if it’s not available for any reason you can’t hold us responsible for anything you lose as a result.
      
   2. We have the right to change the Site and the services it offers, suspend it or stop it at any time.

LIMITATION OF LIABILITY

1. 1. As far as we are allowed by law we deny liability for any losses of all kinds which you incur from visiting and/or using the Site. You use the Site at your own risk.
   2. Nothing in these Terms and Conditions excludes or restricts our liability for death or personal injury resulting from any negligence or fraud on our part.

LINKS TO OTHER WEBSITES

1. 1. We don’t control any of the websites we link to and so we can’t be responsible for the content of such websites and we disclaim liability for any losses that come out of you using them.
   2. Just because we link to a site does not mean that we endorse or recommend that site.
   3. We can never guarantee that a link will work.

MODIFICATIONS TO THESE TERMS AND CONDITIONS AND THE SITE

1. 1. You agree to re-read these Terms and Conditions each time you visit the Site so as to understand any changes we’ve made to them
   2. If we change the site these Terms and Conditions will apply to any changes we make.

GENERAL MATTERS

1. 1. These Terms and Conditions are made under the laws of England and Wales and that is the only jurisdiction that can govern them.
   2. We and you agree that these Terms and Conditions do not form the basis of any partnership or co-venture.
   3. These Terms and Conditions supersede any previous terms and conditions we have published and represent the entire understanding between you and us.
   4. Time will not be of the essence in any part of any agreement between you and us.
      
   5. All parties acknowledge and agree that they have not entered into any agreement between them in reliance on anything said or promised by the other which is not in these Terms and Conditions.
   6. If a court or other body says that any part of these Terms and Conditions is unenforceable, the rest of them will stand
   7. If either you or we need to give formal notice to the other, it must be done by email to the address each of us gives to the other from time to time.
   8. These Terms and Conditions contain the entire understanding between you and us.
   9. In these Terms and Conditions, unless the context otherwise requires, the words and phrases contained within the Definitions Section will have the meanings ascribed to them in that section.

SERVICE TERMS – GENERAL

Our Obligations

1. 1. We will provide the Services with reasonable skill and care.
   2. We will act using the information with which you have provided us, as long as it complies with the standards we set on the Site.
   3. We will comply with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.

Accounts

When you create an Account you promise that:

1. 1. 1. You will only have one Account with us
      2. All information you submit is accurate and truthful;
      3. You will keep this information accurate and up-to-date;
      4. You will not share your Account with anyone else;
      5. You will keep your Account details confidential;
      6. You will not give your username or password to anyone else;
      7. You will log off when you exit the Site; and
      8. Your username will not be offensive, suggest that you are someone else or that you represent a trade or brand name. We can change a username if we think it breaks this term.
      9. We may close your Account if you break these Terms and Conditions or if there has been no activity on the Account for 12 months.
      10. If any payment we send to your bank account is refused and you do not supply us with an alternative bank account within 28 days of us asking you, we may keep that payment to cover our costs and you will be entitled to nothing.
      11. If you have not authenticated your current email address with us and/or if it cannot accept service emails from us and/or you mark our emails as spam, abusive or junk then, and in any such event, we can terminate your Account.
      12. We may keep any commission or interest we receive on the money deposited in your Account.

Liability, Indemnity and Insurance

1. 1. You accept that we have no liability to you if you provide us with information that is inaccurate or incomplete.
   2. We will have in place at all times suitable and valid professional indemnity and public liability insurance.
   3. Our total liability for any loss or damage caused as a result of our negligence or breach of the Agreement shall be limited to the cover provided by our professional indemnity policy.
   4. We will not be liable for any loss or damage you suffer that results from your failure to follow any instructions we give you.
   5. We will not be liable to compensate you for special damages, loss of profit or opportunity, indirect or consequential loss.
   6. Nothing in these Terms and Conditions or in the Agreement shall limit or exclude our liability for death, personal injury or fraud.
   7. No Party shall be liable to the other or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.

Force Majeure

Neither you nor we shall be liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of the party in default. Such causes might include but are not limited to power failure, internet contractor failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, pandemic, governmental action or any other event that is beyond our or your control.

No Waiver

If you or we fail or delay in exercising any of your/our rights under the Agreement that failure or delay will not be a waiver of that right, and no waiver shall be deemed to be a waiver of any further breach of the same or any other provision.

• Assignment and Sub-Contracting

1. 1. The Agreement is personal to you and you may not assign, mortgage, charge or sub-license or otherwise delegate any of your rights thereunder, or sub-contract or otherwise delegate any of your obligations thereunder without our written consent.
   2. We may use suitably qualified and skilled sub-contractors to help us perform the Services.

Relationship of the Parties

The Agreement is not a partnership or joint venture, agency. The only contractual relationship between the Parties is the one shown in the Agreement.

Third-Party Rights

No part of the Agreement shall confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.

Notices

1. 1. All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
   2. Notices shall be deemed to have been duly given when sent by email to the last known email address of the Party in question.

Entire Agreement

1. 1. The Agreement (constituting the Site Terms Service Terms – General Service Terms – Clients Service Terms – Definitions – Privacy Notice) contains the entire agreement between you and us and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
   2. Each party acknowledges that, in entering into the Agreement, it has not relied on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

Severance

If one or more of the provisions of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.

Law and Jurisdiction

The laws of England and Wales will apply to the Agreement and any dispute between you and us will fall within the jurisdiction of the courts of England and Wales.

Dispute Resolution

1. 1. Clients shall attempt to resolve any dispute arising out of or relating to the Agreement through negotiations between their appointed representatives who have the authority to settle such disputes.
   2. If negotiations under sub-Clause 14.1 do not resolve the matter within 7 days of receipt of a written invitation to negotiate, the Parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure.
   3. If the ADR procedure under sub-Clause 14.2 does not resolve the matter within 14 days of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by the Client.
   4. The seat of the arbitration under sub-Clause 14.3 shall be England and Wales. The arbitration shall be governed by the Arbitration Act 1996 and the Rules for Arbitration as agreed between the Parties. In the event that the Parties are unable to agree on the arbitrator(s) or the Rules for Arbitration, either Party may, upon giving written notice to the other Party, apply to the President or Deputy President for the time being of the Chartered Institute of Arbitrators for the appointment of an arbitrator or arbitrators and for any decision on rules that may be required.
   5. Nothing in this Clause 14 shall prohibit the Client from applying to a court for interim injunctive relief.
   6. The decision and outcome of the final method of dispute resolution under Clause 14 shall be final and binding on the Client.
      

DEFINITIONS

Terms and Conditions last updated June 2021