TERMS OF SERVICE
LAST UPDATED: 30 October 2023
The Terms of Service are the terms and conditions that apply to your use of the Get Cat Crazy Platform and Services, as set out below. They constitute a legally binding agreement between you and us.
IF YOU DO NOT AGREE TO THE TERMS OF SERVICE, YOU MUST DISCONTINUE USE OF THE PLATFORM.
This webpage contains our Terms & Conditions and Terms of Use.
Links: Affiliate Programme | Privacy Policy
LEGAL INFORMATION
We are GET CAT CRAZY – the trading name of Sally Gilson, a sole proprietor, UK (“Business”, “we”, “our” and “us”).
Contact details: getcatcrazy@outlook.com
Website: https://getcatcrazy.uk/
Privacy. We respect your privacy and are committed to protecting your personal data. Our Privacy Policy provides information about your privacy rights and how the law protects you, how we look after your personal data, and the cookies we use.
Contact us. To contact us, please use our contact details. We are continually developing and improving our products and services and strive to provide an exceptional customer experience. If you have any feedback, suggestions, ideas or proposals, we’d love to hear from you.
Affiliate disclosure. We may receive a commission when you purchase the products or services of third parties via our Sites, which is payable by them, and there is no charge to you in relation to this.
TERMS & CONDITIONS
Update Date: 30 October 2023
(1) YOUR AGREEMENT WITH US
(1) Your Agreement with us, which provides a framework for the provision of Services by us to you, is made up of the Terms of Service (the Terms). We draw your attention to clause 7 which sets out the limitations and exclusions of our liability to you in full.
(2) The Terms consist of the following legal documents which are expressly incorporated into the Agreement by reference: (i) the Details (or Specification), namely the written scope and specification of the Services and key related terms, set out in a cover sheet, email, or on the Platform; (ii) Additional Terms (if applicable), namely separate terms and conditions and policies (as updated from time to time); (iii) these Terms of Business (these Terms or Terms & Conditions); and (iv) the Terms of Use.
(3) If anything is inconsistent between the items/documents in clause 1.2 above, a term in an item higher in the list shall have priority over one lower in the list, except where expressly stated otherwise. For example, if the Details say 7 days and these Terms say 14, then 7 applies.
(4) Both you and us have the green light to make the Agreement and stick to it. If you use or ask us to provide Services, it means you agree to the Terms, even if you or we don’t sign anything.
(5) Some words in the Terms of Service have specific meanings. We’ve defined those words throughout and at end of these Terms. Capitalised terms not defined elsewhere in the Terms of Service shall have the meanings given to them in these Terms.
(6) Consumers and business users. Everything in the Terms applies to consumers and businesses except where otherwise indicated. You are a consumer if you use the Services wholly or mainly for your personal use and not in connection with a trade, business, craft or profession.
(7) Updates to these Terms. We may amend these Terms from time to time by posting an updated version to our Website, which shall be accessible via the Legal Information. Alternatively, we shall send you the updated version using your contact details. Updates are effective immediately upon posting to our Website or transmission to you by email, whichever is sooner. If any update materially adversely affects your rights and obligations, we will provide written notice to you using your contact details and those changes will be effective no sooner than 30 days after we notify you. Your continued use of the Sites or Services means you agree to such changes. These Terms were most recently updated on the Update Date above.
(2) SERVICES
(1) Services. The products and services we provide consist of the Platform and any products and services, including without limitation any Deliverables, and (if applicable) the Digital Services set out in the Terms of Use (collectively, the “Services”) and are provided to you on a non-exclusive basis. We may offer different Services tiers from time to time, including free and paid.
(2) Plans. The Services may be offered as plans, including Programmes, memberships, subscriptions or other services and agreed ongoing arrangements for specific Services, as set out in the Details (“Plans”). (3) Platform and Sites. We may use Sites to provide the Services, including the following (collectively, the “Sites”): our Website and, if applicable, its subdomains and app (“Platform”); and third party Sites, for example platforms, websites, apps, including social media sites.
(4) Digital Services are the products and services provided to you via the Sites from time to time, including Content (“Digital Services”), as set out in the Terms of Use.
(5) Content. We may publish or enable you or third party Providers to publish multimedia content to the Sites, including Profiles (“Content”) and host it on the Sites and make it available to you, subject to the Content License in the Terms of Use.
(6) Programmes. Programmes include but are not limited to online courses, training programmes, or any other programmes made available to you from time to time (“Programmes”).
(7) Placing your Order. You can place an offer to purchase Services (“Order”) from us in two ways:
(i) OPTION 1. Subject to quotation. Your acceptance of the Details in writing, including by email or signature, is an Order and offer by you to purchase the Services specified in the Order subject to the Terms of Service.
(ii) OPTION 2. Via the Sites. We may permit you to place an Order via the Platform or other Sites. Please follow the onscreen prompts and instructions provided by us to do so. Placing an Order may require you to register a user account. You may only submit an Order using the method set out on the applicable Site or notified to you. Each Order is an offer by you to purchase the Services specified in the Order subject to the Terms of Service. You are responsible for ensuring that your Order is complete and accurate.
(8) After you place your Order, you may receive an email from us or a notification to your account dashboard acknowledging that we have received it. Please note that this does not mean that your Order is accepted. Our acceptance of your Order takes place when we countersign it or send an email to you to accept it (“Order Confirmation”). If we accept your subsequent Order with an Order Confirmation the Agreement shall be updated accordingly. We may at our sole option require you to enter into an entirely new Agreement for subsequent Orders.
(9) Changes or additions to the Services will always need our written approval.
(10) Sometimes we use subcontractors to tackle your project, but we take full responsibility for Services provided to you.
(11) We aim to stick to any timetable agreed. However, it’s estimated, and things might shift a bit.
(3) TERM AND TERMINATION
(1) Commencement. The Agreement first comes into effect on the earlier of the following dates, as applicable (the “Effective Date”): (a) the date you first use the Sites or Services; (b) the date your first Order under the Agreement is accepted by way of an Order Confirmation; or (c) the Effective Date specified in the Details.
(2) Duration. The Agreement continues until you let us know in writing that you’d like to end it, or vice versa. However, the earliest it can end is once all the agreed Services are delivered, Plans have ended and after any agreed minimum term, except where the Details say something different in regard to duration.
(3) Plans. Plans for Services start on the agreed date for an initial month and auto-renew monthly. Each period is a billing period. To cancel, either party may give written notice during one period and the Plan cancels at the end of the next (one period clear notice), unless there’s a minimum term, the last day of which is the earliest possible end date.
(4) Termination or expiry of the Agreement does not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry.
(5)(a) We have the right to end the Agreement or Licenses, or suspend provision of the Services, immediately by giving written notice to you, if: (i) you materially (seriously) breach the Agreement and this cannot be fixed, or if it can be fixed you don’t do so within 14 days of our request; (ii) you don’t pay us an amount we’re owed for 14 days or more after the payment due date; (iii) you repeatedly don’t uphold your end of the bargain; (iv) you stop or threaten to stop all or a substantial part of your business; (v) you die or become incapable of managing your own affairs; (vi) any promise, statement or assurance given by you in the Agreement is found to be untrue; or (vii) in our opinion you act in an inappropriate, bullying, harassing, aggressive or intimidatory way towards us, any of our Team, or any other person using the Services. (b) Doing so doesn’t affect our legal rights or remedies.
(6) When the Agreement ends, for any reason, you agree to do the following straight away: (a) pay our outstanding unpaid Charges for Services provided until the Agreement end date, and any interest and pre-agreed expenses; (b) stop using the Services, unless the Licenses allow you to; (c) return our property, unless the Licenses allow you to keep it; and (d) return anything containing our confidential information, and erase it from your systems.
(7) 14-DAY COOLING OFF PERIOD FOR CONSUMERS. If you are a consumer, you have a 14-day period after entering into the Agreement, within which you have the right to change your mind and cancel the Agreement and receive a refund for any Charges paid except for any Services delivered up until cancellation, as follows. To cancel, you need to let us know by using our contact details no later than 14 days after: the day we confirm we have accepted your Order, if it is for a service; the day we confirm we have accepted your Order, if it is for digital content (including for download, streaming or viewing), although you can’t change your mind about digital content once we have started providing it; the day we deliver your product, if it is goods. If the goods are for regular delivery (for example, a subscription), you can only change your mind after the first delivery. If an order for goods is split into several deliveries over different days, the period runs from the day after the last delivery. You cannot cancel once we have completed the Services, even if any cooling off period is still running.
(4) CHARGES AND PAYMENT
(1) Charges. You agree to pay us the Charges for Services provided, which are the prices quoted to you in writing. Pre-agreed expenses incurred by us are charged to you at cost.
(2) Charges and scope. New Charges apply when changes are made to the scope of the Services. Charges for additional Services (such as ad-hoc work) requested by you are based on our prevailing prices.
(3) Due dates. Charges are due on the payment due dates specified or defined in the Details. If due dates aren’t specified or defined in the Details, the following applies: Charges are due in full in advance before we provide any Services, and in the case of recurring Services such as Plans, Charges are due in advance on the first day of each period of your Plan. In all of the above scenarios, we’ll submit invoices to you in line with the due dates, which are payable on receipt.
(4) Advance payments and deposits. We may require you to pay Charges or any other sums in advance to secure our time before the Services start, for example disbursements, retainers or deposits.
(5) Time allocations. Any time allocated to you, for example retainers or pre-agreed timeslots, that remain unused at the end of a given period do not carry over or accumulate.
(6) Taxes. Unless otherwise stated, Charges quoted exclude value added tax (VAT), which you agree pay to us at the prevailing rate (if applicable).
(7) Interest is charged to you on overdue sums from the due date until payment, whether before or after judgment, which will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
(5) YOUR RESPONSIBILITIES
(1) To enable us to provide the Services, you agree to: (a) co-operate with us, including by appointing a single point of contact or project manager; (b) (if applicable) to enable us to provide the Services, provide, for us and our Team, in a timely manner and at no charge, access to your data, website, systems, premises, and other facilities as required by us; (c) provide, in a timely manner, accurate and complete information and instructions that we request from time to time, including Customer Materials, which includes all content, data, documents, drawings, equipment, information, items, materials, specifications and tools in any form supplied by you to us; (d) obtain and maintain all necessary licences, permissions and consents which may be required; (e) inform us of all health and safety or security requirements that apply, and if you wish to make a change to those requirements which will materially affect provision of the Services, you’ll need our prior written consent.
(2) Managing delays. Sometimes delays are inevitable, and we’re happy to be flexible when we can, however we need to protect ourselves from the knock-on effects. (a) If our ability to perform the Services is prevented or delayed by you or your Team defaulting on any obligation listed in clause 6.1: (i) we will be entitled to suspend performance of the Services until you’re able to resolve things, and to rely on such to relieve us from the performance of the Services; (ii) we shall not be liable for any costs, Charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay; (iii) we shall be entitled to payment of the Charges and any pre-agreed third party costs and expenses despite any such prevention or delay; (iv) it will be your responsibility to reimburse us on written demand any additional costs, expenses, Charges or losses we sustain or incur that arise directly or indirectly from such prevention or delay.
(6) INTELLECTUAL PROPERTY
(1) Ownership of the IPRs. (a) You and your licensors shall retain ownership of all Intellectual Property Rights (IPRs) in the Customer Materials. (b) Except where otherwise provided in the Agreement, we and our licensors shall retain ownership of all IPRs in the Deliverables, excluding Customer Materials incorporated in them (Supplier IPRs).
(2) The Licenses. Subject to clauses 6.3 and 6.4, we may grant you the licenses, which are non-exclusive (collectively, “the Licenses”), in relation to specified Services and/or Deliverables, in accordance with the Terms of Use and any Additional Terms. You may not sub-license, assign or otherwise transfer or deal in any or all of the rights granted to you under the Licenses without our prior written consent. Licenses granted under the Terms of Service are subject to your payment of the Charges (except for the free tier) and adherence with the Terms of Service.
(3) Pre-existing work. The following elements incorporated into the Deliverables remain our property: the works, concepts, strategies, ideas, items and materials or anything else either developed or procured to be developed by us or our Team at any time for use in relation to our business or any or all of our customers or clients generally, and not specifically for the provision of the Services to you. We hereby grant you (and if those elements shall include any third-party materials, procure the grant from these third parties) the following license to use those elements as part of the Deliverables, if you keep your end of the bargain: a perpetual, fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable license to use, copy and modify the Supplier IPRs for the purpose of receiving and using the Deliverables in your business.
(4) We will be free to use all concepts, techniques, research and know-how employed or developed by us in the provision of the Services (excluding the Customer Materials), and we will be free to perform similar services for our other customers or clients using general knowledge, skills and experience, and all pre-existing methodologies and techniques developed by us at any time. You acknowledge that we may use products, materials, or methodologies proprietary to us or a third party in our creation and delivery of the Deliverables and, during the course of doing so, may produce proprietary materials or methodologies that are not part of the Deliverables. You agree that you will not have or obtain any rights in such proprietary products, materials and methodologies.
(5) The licenses you grant us. (a) You grant us a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to use, copy and modify the Customer Materials for the term of the Agreement for the purpose of providing the Services to you in accordance with the Agreement. (b) If applicable, you may also grant us other licenses as set out separately in the Terms of Service, such as the Content License in the Terms of Use, which are in addition to, distinct from and do not conflict with the license in clause 7.5.a.
(6) Intellectual property warranty. You confirm that your and our Team’s use of the Customer Materials shall not infringe the rights, including any IPRs, of any third party.
(7) This clause 6 applies even after the Agreement ends.
(7) LIMITATION OF LIABILITY
(1) Limitation of liability
(a) References to liability in this clause 7 include every kind of liability arising under or in connection with the Agreement, for example liability in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty, or otherwise.
(b) We do not exclude or limit in any way our liability to you where it would be unlawful to do so, which includes these exceptions: for example, liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; and breach of the terms implied by section 2 of the Supply of Goods and Services act 1982 (title and quiet possession).
(2) Cap on liability. Except in the case of the abovementioned exceptions, our total aggregate liability to you arising under or in connection with the Agreement will be limited to 100% of the Charges paid and payable under the Agreement for the Services that gave rise to the claim during the 12 months immediately preceding the date on which the claim arose.
Businesses
(c) To the fullest extent permitted by law, and excluding those exceptions, the following types of loss arising out of or in connection with the Agreement are wholly excluded by us: (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of use or corruption of software, data or information; (v) loss of or damage to goodwill; (vi) indirect or consequential loss; and (vii) for the avoidance of doubt, including loss arising as a result of our complying with our legal and regulatory duties.
Consumers
As a business, we aim to limit our trading risk exposure as much as lawfully possible, to trade safely and sustainably for the long term. This section tells you how we limit our liability to you. We’re not responsible for all losses that may be caused by us or our Services. We’re only responsible for losses you suffer that are caused by us breaking the Agreement, unless the loss is:
(i) Unexpected. It was not obvious that it would happen and nothing you said to us before we accepted your Order meant we should have expected it (so, in the law, the loss was unforeseeable).
(ii) Caused by a delaying event outside our control. As long as we have taken the steps set out in the ‘We’re not responsible for delays outside our control’ section below.
(iii) Avoidable. Something you could have avoided by taking reasonable action, including by providing complete and accurate information to us as requested, or following our instructions or guidance.
(iii) A business loss. It relates to your use of our Services for the purposes of a trade, business, craft or profession.
We’re not responsible for delays outside our control. If the provision of Services is delayed by an event outside our control, we’ll contact you as soon as possible to let you know and do what we reasonably can to reduce the delay. As long as we do this, we won’t need to compensate you for the delay, but if the delay is likely to be substantial you can contact us to end the Agreement and receive a refund for any Services that you paid for in advance, but did not receive, less reasonable costs we have already incurred.
(8) DATA PROTECTION
(1) You and us agree to comply with the relevant obligations under applicable data protection laws when processing personal data in connection with the Agreement. (2) We will process your personal information in accordance with our Privacy Policy, including to provide the Services, process your payment for the Services, and inform you about similar products or services that we provide (you may stop receiving these at any time by contacting us).
(9) NON-SOLICITATION
You agree not to solicit or poach any person from our Team at any time until 12 months after the Agreement ends, without our prior written consent.
(10) EVENTS OUTSIDE OUR CONTROL
If anything beyond our reasonable control occurs that prevents or delays our duties under the Terms, we’re not responsible. If something like this does happen, we’ll let you know, and our responsibilities will be paused for its duration. If the disruption lasts more than 60 days, you can cancel the Agreement, and you’ll need to pay the Charges, expenses or costs we’ve already incurred up to the point of cancellation.
(11) ASSIGNMENT AND OTHER DEALINGS
(1) The Agreement is personal to you, and you shall not assign, transfer, subcontract, delegate or deal in any other manner with any of your rights and obligations under the Agreement, without our prior written consent. (2) We may do so, including by novating the Agreement (to transfer all our rights and obligations under it), at any time to any person.
(12) CONFIDENTIALITY
You and us agree to keep information concerning the business, affairs, customers, clients or suppliers of the other party strictly confidential except when it’s necessary to disclose it to a party’s Team, representatives or advisers for the purposes intended by the Agreement, and only on a need-to-know basis and so long as those recipients also comply with this clause 12; or as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(13) ENTIRE AGREEMENT
The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(14) VARIATION
No variation of the Agreement by you or us has any effect unless it is agreed in writing.
(15) WAIVER
If a party chooses not to enforce a right or use a remedy, it must clearly state this in writing, and it doesn’t mean they give up future rights or remedies. Not immediately acting on a right or using a remedy doesn’t mean it’s waived. Using a right or remedy partially or once doesn’t stop its future use or effect.
(16) SEVERANCE
If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If that’ not possible, the relevant provision or part-provision shall be deemed deleted. Any such modification or deletion shall not affect the validity and enforceability of the rest of the Agreement.
(17) COMMUNICATION AND NOTICES
Any communication between you and us relating to the Agreement must be in writing, using the latest contact details provided. Notices are considered received when signed for in person, two business days (in England) after mailing, or at the time of email transmission.
(18) THIRD PARTY RIGHTS
Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement. The rights of the parties to rescind or vary the Agreement are not subject to the consent of any third party.
(19) COUNTERPARTS
The Agreement may be executed in any number of counterparts, which shall together constitute one Agreement.
(20) NO PARTNERSHIP
The Agreement is not intended to (nor shall it be deemed to) establish any partnership or joint venture between you and us, constitute any party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other.
(21) SURVIVAL
Every provision of the Agreement that expressly or by implication is intended to, shall come into or continue in force on or after termination or expiry of the Agreement.
(22) GOVERNING LAW AND JURISDICTION
If you are a business user, these Terms and any related dispute or claim will be governed by and construed according to the laws of England, and both parties irrevocably agree that only the courts of England have the authority to settle any dispute or claim. If you are a consumer user, you and we both agree that the courts of England and Wales will have exclusive jurisdiction except that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
(23) DEFINITIONS AND INTERPRETATION.
(1) We are the business providing the Services, as specified in the Legal Information; Supplier, Business, we, our and us shall be interpreted accordingly. You are the person purchasing the Services, as set out in the Details or correspondence; Customer, you, your and yours shall be interpreted accordingly. You and us are each a party, together the parties.
(2) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(3) Legal Information is our legal information, as displayed on our website, Details or other documentation or information supplied to you.
(4) Capitalised terms not defined in the Details will have the meanings in these Terms.
(5) Unless the context otherwise requires, words in the singular shall include the plural and vice versa.
(6) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(7) A reference to agreed in the Agreement means agreed in writing between the parties, and a reference to writing or written in the Agreement includes email.
(8) The headings in the Agreement are inserted for convenience only and shall not affect its construction.
(9) Team means a party’s agents, officers, contractors, subcontractors, consultants and employees.
(10) Intellectual Property Rights or IPRs include patents, copyright, trade marks and service marks, business names, rights in designs, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered in any part of the world.
TERMS OF USE
Update Date: 30 October 2023
(1) YOUR AGREEMENT WITH US
(1) These Terms (“these Terms”) are terms and conditions that apply to your use of the Services and Sites, including the Platform. These Terms are supplemental to the Terms & Conditions (also known as the “Terms of Business”). They are incorporated into and form part of the Terms of Service, which is the Agreement between you and us.
(2) Other terms and conditions apply. Please read the Terms of Service for all the terms and conditions that apply.
(3) You must be at least 18 years old and from the United Kingdom to use the Sites.
(4) Definitions and interpretation. Some words in these Terms have specific meanings. We’ve defined those words throughout and at end of these Terms. Capitalised terms not defined in the Terms of Use shall have the meanings given to them in the Terms & Conditions. The rules of interpretation in the Terms & Conditions apply to these Terms, as the context requires.
(5) Updates to these Terms. We may amend these Terms from time to time by posting an updated version to our Website, which shall be accessible via the Legal Information. Alternatively, we shall send you the updated version using your contact details. Updates are effective immediately upon posting to our Website or transmission to you by email, whichever is sooner. If any update materially adversely affects your rights and obligations, we will provide written notice to you using your contact details and those changes will be effective no sooner than 30 days after we notify you. Your continued use of the Sites or Services means you agree to such changes. These Terms were most recently updated on the Update Date above.
(2) SERVICES
(1) Services. The products and services we provide (to which these Terms apply) include the Platform, Digital Services, Content and any other products and services provided by us that refer to or link to these Terms (collectively, the “Services”). The Services are provided on a non-exclusive basis subject to the licenses set out in the Terms of Service (collectively, the “Licenses”).
(2) Plans. The Services are offered as plans, including Programmes, memberships, subscriptions or other services and agreed ongoing arrangements for specific Services, as set out in the Details (“Plans”).
(3) Platform. The Platform consists of the Website and, if applicable, its subdomains and app (“Platform”).
(4) Sites. The sites we use include (collectively, the “Sites”): the Platform; and third party Sites, for example social media sites, platforms, software, websites and apps. You may need to register and create a user account or Profile to access the Services. We are not responsible for third party Sites, and your use of those Sites is subject to their terms and conditions, privacy and cookie policies, and licenses.
(5) Digital Services are the Deliverables and other products and services provided to you via the Platform and other Sites from time to time (“Digital Services”), including but not limited to Content, materials, information, recordings, documentation, data, designs, reports, software, Programmes, Provider Services, virtual events, advertisements and listings, or any other digital products made available via the Sites from time to time.
(6) Content. We may publish or enable you or third party Providers to publish multimedia content to the Sites, including Profiles (“Content”) and host it on the Sites and make it available to you, subject to the Content License.
(7) Programmes. Programmes include but are not limited to online courses, training programmes, or any other programmes made available to you from time to time (“Programmes”).
(8) Register. We may permit you to register a user account and profile (“Profile”) on certain Sites, including the Platform. Please follow the on-screen instructions to do so. When you become a registered user, we will request your personal or business information and contact details as part of our onboarding process and in accordance with our Privacy Policy.
(9) Profiles. Profiles are Services that are only enabled via a Plan for which Charges apply.
(10) Services Tiers. The Services and Plans may consist of different tiers: free and paid. Free tier Services include certain Services that we may make available to you free of charge from time to time. You may not create more than one account to take advantage of the free tier. Free tier Services may not be free forever. All Services are subject to the Terms of Service, free or otherwise.
UPDATES AND SECURITY
(11) Updates to the Sites/Services. We may update and change the Sites or Services on them from time to time for any reason, without notice to you.
(12) We may suspend or withdraw the Sites/Services. We do not guarantee that the Sites or Services on them will always be available or uninterrupted. We may suspend, withdraw or restrict the availability of all or any part of the Sites and any Services made available through them for any reason and without notice.
(13) Security. You must not make your account or credentials available to any other person and you accept responsibility for all activities on your account. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our onboarding and security procedures, you must treat such information as confidential. You must not disclose it to any third party. If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us using our contact details. We have the right to disable your account, or any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.
(3) ORDER/PURCHASE
(1) How to Order Services from us. You can Order Services from us by following the Order process set out in the Terms & Conditions.
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THIRD PARTY PROVIDER SERVICES
(2) Third party Providers. Providers are third party providers of Provider Services (“Providers”).
You can place an Order to become a Provider or publish a Profile or Content by contacting us or (if applicable) by following the on-screen instructions and/or the Services Order process set out in the Terms & Conditions.
(3) Provider Services. Provider Services include (for example) Providers’ products, services, Content, courses, events, opportunities, rewards, or any other free or paid commercial offerings made available via the Sites from time to time (“Provider Services”). We may enable you to view, use, download or purchase Provider Services (“Purchase”) via the Sites. In some cases, Purchases may not require payment. If payment is required, we may take payment on a Provider’s behalf when you make a Purchase.
(4) Providers. Whether you complete your Purchase via the Platform or the Provider directly, your contract with the Provider is directly with them in connection with Provider Services or otherwise. We are not a party to any contract or dealings Providers have with you, which are subject to the Providers’ own terms and conditions (“Provider T&Cs”). We are not responsible in any way whatsoever for any acts, omissions or default or otherwise of yours or Providers in relation to Provider Services, or contracts or interactions between you and Providers.
(5) Updates to Providers’ terms and conditions. Provider T&Cs, including their prices, terms, conditions, procedures and licenses are subject to change. You must familiarise yourself with them and make sure you are happy with them before making a Purchase. Please do not make a Purchase until you have done so, even if you are a repeat customer because changes made by the Provider might have come into effect following your previous Purchase.
(6) Affiliate links, third party products and services, and commissions. We may receive a commission when you purchase Provider Services, including from Providers. These commissions are payable by the Provider, and there is no charge to you in relation to this.
(7) Referral/Affiliate Programme. We may make our referral programme available to you from time to time and enable you to introduce or refer customers or Providers to us in accordance with our referral programme terms and conditions (“Referral Programme” or “Affiliate Programme”). By referring prospective customers to us, you acknowledge and agree that you have read, understood and accepted our Referral Programme and agree to adhere to its terms and conditions. We may also allow you to join the Referral Programme for us to refer or introduce potential customers to you in return for a commission or otherwise. If so, we shall notify you accordingly. We reserve the right to withdraw our Referral Programme without notice to you without liability, obligation, penalty or otherwise, and to reject your request to join it, at our sole discretion.
(8) Provider Content and Profiles. Each individual Provider is solely responsible for their Content, and Profiles on the Platform or other Sites and we accept no responsibility whatsoever for them including without limitation any errors, omissions, or inaccuracies.
PURCHASING PROVIDER SERVICES
(9) Making a Purchase.
(a) Purchase Request. We may permit you to make a Purchase via the Platform subject to Provider T&Cs. You may only make a Purchase using the method set out on the Platform or notified to you in writing. Please follow the onscreen prompts or instructions provided.
By clicking “Purchase”, “Buy” or “Enquire” (or similar) you submit a purchase request (“Purchase Request”) and shall be directed to complete your Purchase via one of the following methods. By submitting a Purchase Request, you provide us consent to forward the following to the Provider: your name, job title, contact number, address, email address and other information provided by you.
(i) OPTION 1 – Direct. You may be directed to the Provider’s website or connected with them by email to complete your Purchase, or some other way notified to you. Please remember to request their Provider T&Cs before you engage or place an order with them.
(ii) OPTION 2 – Via the Platform. You may be able to conclude your Purchase via the Platform.
(iii) OPTION 3 – With our assistance. We may correspond with you using the contact details provided.
(b) Providers and Purchases. We are not a party to any contract between you and Providers, nor are we acting as an agent for any Provider. Your interactions, arrangements and agreements with Providers, including before, during and after making a Purchase, and whether on or off the Platform, are not our responsibility in any event. If you face any issues with a Provider or Purchase, you should contact the relevant Provider for resolution. Your sole remedy in connection with issues or disputes with Providers, including in relation to refunds, in such situations is with the respective Provider, not with us, and you agree to resolve any administrative, customer service issues, disputes or otherwise directly with the relevant Provider.
(10) Making a Purchase via the Platform and/or with our assistance.
(a) Acknowledging receipt of your Purchase Request. After you submit a Purchase Request, you may receive an email from us or a notification to your account dashboard acknowledging that it has been received, but please note that this does not mean that your Purchase has been accepted by the relevant Provider.
(b) Confirmation of availability. If the Provider Service in your Purchase Request is available, you will receive an email from us or a notification to your account with the details of your proposed Purchase corresponding to your Purchase Request (“Purchase Details”), along with the Provider T&Cs and details of how to make payment.
(c) Confirming your Purchase. If you are happy with the Purchase Details you can then make a Purchase and payment by following the instructions provided in the Purchase Details. Each Purchase is an offer by you to purchase the Provider’s Provider Service specified in the Purchase Details and to enter into a contract with the Provider subject to the Purchase Details and Provider T&Cs. Please check the Purchase Details carefully before submitting it. You are responsible for ensuring that your Purchase Details are complete and accurate. If a provider is unable to accept your Purchase for any reason, they or we will inform you and your Purchase will not be processed.
(d) Accepting your Purchase. A Provider’s acceptance of your Purchase takes place when they send you an email to accept it or we send you an email or notice to your account dashboard to accept it on their behalf (“Purchase Confirmation”), at which point and on which date the contract between you and the Provider will come into existence for the supply of the Provider Service confirmed in the Purchase Confirmation subject to the Provider T&Cs.
(4) DURATION AND TERMINATION
(1) These Terms take effect and apply when you use the Sites or Services and remain in effect:
(a) for the duration of your Plan; and
(b) any time you use the Sites or Services.
(2) Suspension and termination rights.
(a) Free tier Services. (i) If you only use/access the free tier Services provided via the Sites, you may terminate these Terms at any time by discontinuing use of the Sites/Services. Please note that doing so does not automatically terminate the User Content License set out in clause 8.1 (or any other license you grant us), which shall continue until you end it. (ii) In the case of free tier Services, we may suspend the Licenses or provision of the Services, or terminate the Agreement and Licenses, at any time, with immediate effect without notice, including by terminating your account, in each case without liability, obligation, penalty or otherwise.
(b) General. Your and our other rights and obligations in connection with ending the Agreement, or suspending the Licenses or provision of the Services, including for paid tier Services, are set out in the Terms & Conditions.
(3) Survival. Every provision of these Terms that expressly or by implication is intended to, shall come into or continue in force on or after termination or expiry of the Agreement.
(4) Termination or expiry of the Agreement does not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry.
(5) CHARGES AND PAYMENT
(1) Paid tier Services. You agree to pay us the Charges to access or use the paid tier Services, as set out in the Terms & Conditions.
(2) Publishing. In addition to these Terms, we may require you to enter into a separate agreement with us and pay Charges before we allow you to publish certain Content, including Profiles, or before we publish such on your behalf.
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THIRD PARTY PROVIDER SERVICES
(3) Provider Charges and payment. The Provider Charges are quoted at the time you submit your Purchase Request via the Platform, and are confirmed in the Purchase Details. The prices and any applicable fees and taxes charged by Providers for Provider Services applicable to your Purchase (“Provider Charges”) are due to the Provider on the payment terms specified in the Provider T&Cs. Payment terms for Provider Charges for your Purchase may include a partial upfront payment, or payment in full. You may be required to supply a pre-authorised payment method to make a Purchase, which will be charged when you make a Purchase. We may organise payment for your Purchase on the Provider’s behalf. Provider Charges may be non-refundable so please check the relevant Provider T&Cs carefully, including their payment, refund and cancellation policies, before making any Purchase or payment.
(4) Purchases – billing information and payment method. If required, you must provide up-to-date, accurate and complete billing information, and one or more Payment Methods.
(5) How to pay Provider Charges. Please follow the payment instructions provided in the Purchase Details. You authorise us and our third party payment processors to charge your payment methods for the Provider Charges.
(6) YOUR OBLIGATIONS AND WARRANTIES
Please see the Terms & Conditions for your obligations and warranties.
(7) LICENSES AND INTELLECTUAL PROPERTY
(1) Ownership. Except where otherwise provided in the Terms of Service, we and our licensors shall retain ownership of all of our Intellectual Property Rights, and you and your licensors shall retain ownership of all yours.
(2) We grant you permission to use the Services and Sites, or the parts of them that we make available to you. In exchange, you grant us permission to use whatever you Post (including what you supply to us to Post) in accordance with the Terms of Service. This does not affect the relevant copyright, privacy and other rights that you may have under applicable laws.
(3) Licenses
(a) Licenses. Subject to your payment of the Charges for the Services and ongoing adherence with the Terms of Service, we grant you the following license(s) (collectively, the “Licenses”), in each case for the duration of your Plan only, unless otherwise set out in the Details.
(i) Platform and Sites: a non-exclusive, non-transferable, non-sublicensable license to access and use the Platform and other Sites (or parts of them) that we may make available to you from time to time solely for the purposes of receiving the Services for your personal and non-commercial use or internal business purposes only.
(ii) Content: a non-exclusive, non-transferable, non-sublicensable license to view the Content made available to you, for your personal, non-commercial use or internal business purposes only (“Content License”).
(iii) Digital Services (downloads): a non-exclusive, non-transferable, non-sublicensable license to download, view and use the Digital Services specified in the Details for your personal and non-commercial use or internal business purposes only.
(iv) Digital Services (view): a non-exclusive, non-transferable, non-sublicensable license to access, view and use the Digital Services specified in the Details for your personal and non-commercial use or internal business purposes only.
(v) Digital Services (view and download): a non-exclusive, non-transferable, non-sublicensable license to access, view, download, store and use the Digital Services specified in the Details for your personal and non-commercial use or internal business purposes.
(b) Default license(s). In the event of any ambiguity, uncertainty or conflict in relation to the Licenses, the Licenses granted by us may be revoked or terminated with immediate effect at any time with written notice to you, without any penalty, liability or obligation, or otherwise.
(c) We may agree to change or extend the term of the License(s) in writing, including by changing or extending your Plan.
(4) Prohibitions. Except where otherwise agreed, you may not archive, reproduce, distribute, modify, display, perform, publish, license, create derivative works from or offer for sale the Services/Deliverables.
(5) Deliverables. Specific Deliverables provided by us or our Team as part of a specific project/quotation, if applicable, are governed by the Licenses in the Terms & Conditions.
USER-GENERATED CONTENT
(6) Rights you are giving us to use material you Post.
(a) User Content License. Unless otherwise agreed, when you upload, post or transmit Content to the Sites, perform it via the Sites or supply it to us for publication (“Post” or “Upload”), in each case in any form (including podcasts or other audio-visual or written publications and productions, or live or in-person events, including promotional materials, whether you or us are the organiser, host, collaborator, featured guest or attendee, or otherwise), you grant us the following rights to use that Content (“User Content License”): a perpetual, worldwide, non-exclusive, fully paid-up, royalty-free, transferable licence to use, host, store, reproduce, make available, distribute, prepare derivative works of, translate, display, broadcast, publish and perform that Content, in whole or in part, including your name, voice, image, likeness and business trade mark(s) or service mark(s), in connection with our Business and Services, anywhere, in all media and in all formats across, including in promotional materials to promote our Platform, Business and Services.
(b) In addition, you have obtained a waiver of all applicable moral rights in, or agree to waive any moral rights you may have in, the Content that you Post.
(c) You can end the User Content License with 60 days’ written notice using our contact details, subject to a minimum term equal to the term of the Agreement, unless separate license terms and conditions in the Details say otherwise. The User Content License shall continue after termination or expiry of the Agreement for any reason until it is ended by you.
(d) We have no obligation to use Content Posted by you and may take it down at any time for any reason.
(8) T&CS OF USE
USER-GENERATED CONTENT
(1) Posting Content to the Sites. If applicable, whenever you make use of a Service that allows you to Post, or to make contact with other users of the Sites, you must comply with the Content standards set out in our Acceptable Use Policy. You warrant that any such Post does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty. Any Content you Upload to the Sites will be considered non-confidential, non-privileged and non-proprietary and you are either the owner or licensor of the Content and you have the right, power and authority to grant the rights in these Terms. You are solely responsible for securing and backing up your Content. You retain all of your ownership rights in your Content and grant us the User Content License.
(2) Indemnification. By Posting, you agree to indemnify and hold harmless us and our affiliates and Team against all claims, liabilities, costs and expenses, including all other reasonable professional costs and expenses, suffered or incurred by us arising out of or in connection with Content Posted by you that is in breach of the Terms of Service.
(3) Infringement of third party rights. We also have the right to disclose your identity to any third party who is claiming that anything Posted by you constitutes a violation of their intellectual property rights or of their right to privacy. We have the right to remove any Post, in our opinion, you are in breach of the Terms of Service relating to your use of the Sites, or your Post does not comply with the Content standards set out in our Acceptable Use Policy.
(4) Third party Content (user-generated Content is not approved by us). The Sites may include Content uploaded by other users, including to social media pages, groups, bulletin boards, forums, and chat rooms, streaming and live virtual events, group video calls, video-sharing facilities or events. Said Content has not been verified or approved by us. The views expressed by other users on the Sites do not represent our views or values.
(5) You must not Upload any material that relates to or could incite terrorism.
GENERAL
(6) We are not responsible for viruses and you must not introduce them. We do not guarantee that the Sites will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access the Sites. You should use your own virus protection software. You must not misuse the Sites by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Sites, the server on which the Sites is stored or any server, computer or database connected to the Sites. You must not attack the Sites via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Sites will cease immediately.
(7) Rules about linking to the Sites. You may link to our Website home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to the Sites in any website that is not owned by you. The Sites must not be framed on any other site, nor may you create a link to any part of the Sites other than the home page. We reserve the right to withdraw linking permission without notice. The website in which you are linking must comply in all respects with the Content standards set out in these Terms. If you wish to link to or make any use of Content on the Sites other than that set out above, please contact us via our Contact Details.
(8) No text or data mining, or web scraping. You shall not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to the Sites or any services provided via, or in relation to, the Sites. This includes using (or permitting, authorising or attempting the use of): any “robot”, “bot”, “spider”, “scraper”, artificial intelligence or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Sites or any data, Content, information or services accessed via the same; or any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations. The provisions in this clause should be treated as an express reservation of our rights in this regard, including for the purposes of Article 4(3) of Digital Copyright Directive ((EU) 2019/790). This clause shall not apply insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us.
(9) We are not responsible for websites we link to. Where the Sites contain links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.
(10) How to complain about or report Content. If you become aware of any material that could be illegal, please contact us immediately via our Contact Details. If you wish to complain about any other Content, please contact us on our Contact Details.
(11) If you wish to contact us in relation to Content you have Uploaded to the Sites and that we have taken down, please contact us via our Contact Details.
(12) How you may use material on the Sites. We or our affiliates or licensors are the owner or the licensee of all Intellectual Property Rights in the Sites, and in the material published on them. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. Except where you are expressly permitted to do so, you may not print off any copies, download extracts, of any page(s) from the Sites. If we grant you permission, you must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. Our status (and that of any identified contributors) as the authors of Content on the Sites must always be acknowledged (except where Content is user-generated). You must not use any part of the Content on the Sites for commercial purposes without obtaining a licence to do so from us or our licensors. If you print off, copy, download, share or repost any part of the Sites in breach of these Terms, your right to use the Sites will cease immediately and you must return or destroy any copies of the materials you have made.
(13) Our trade mark(s). You are not permitted to use our trade mark(s) or service mark(s), without our prior written consent. They are set out in the Legal Information and/or displayed on the Sites and materials.
ACCEPTABLE USE POLICY
(14) Acceptance. By using the Sites and Services you accept this Acceptable Use Policy and agree to adhere to its Terms: when using the Platform; and when using any other Sites we use to provide Services, to the fullest extent possible without breaching the T&Cs of any such third party Sites.
(15) Prohibited uses. You may not use the Sites: in any way that breaches any applicable local, national or international law or regulation; in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect; for the purpose of harming or attempting to harm anyone in any way; to bully, insult, intimidate or humiliate any person; to send, knowingly receive, Upload, download, use or re-use any material which does not comply with these Terms; to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or to knowingly transmit any data, send or Upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware. You also agree: not to reproduce, duplicate, copy or re-sell any part of the Sites (including the Services and Content) in contravention of the provisions of these Terms. You also agree not to access without authority, interfere with, damage or disrupt: any part of the Sites, any equipment or network on which the Sites are stored, any software used in the provision of the Sites, or any equipment or network or software owned or used by any third party.
(16) Interactive services. We may from time to time provide interactive services via the Sites, including, without limitation: to social media pages, groups, bulletin boards, forums, and chat rooms, streaming and live virtual events, group video calls, video-sharing facilities, events, or any other interactive services (“interactive services”). Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise. However, we are under no obligation to oversee, monitor or moderate any interactive service we provide on the Sites, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our standards or these Terms, whether the service is moderated or not.
(17) Personal use or internal business purposes, and prohibition on distribution. Content on the Sites is for your personal, non-commercial use or internal business purposes only, and may not be distributed.
(18) Events policy. To the extent that the context permits, these Terms apply to your or any person in your Team’s attendance at (or involvement in any way in connection with) live events, whether in person or virtually, including events hosted, sponsored or organised by us.
(19) Breach of this Acceptable Use Policy. When we consider that a breach of this Acceptable Use Policy has occurred, we may take such action as we deem appropriate. Failure to comply with this Acceptable Use Policy constitutes a material breach of these Terms upon which you are permitted to use the Sites, and may result in our taking all or any of the following actions: immediate, temporary or permanent withdrawal of your right to use the Sites; immediate, temporary or permanent removal of any Post; issue of a warning to you; legal proceedings against you, including for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach; or disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law. We exclude our liability for all action we may take in response to breaches of this Acceptable Use Policy. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.
(9) DISCLAIMERS; INDEMNIFICATION; LIMITATION OF LIABILITY; AND NOTICES
(1) The provisions in this clause 9 are distinct from and supplemental to the disclaimers, indemnification and limitation of liability provisions in the Terms & Conditions.
(2) The Services defined herein provided via the Sites are provided “as is”. To the fullest extent permitted by law, we and our affiliates and licensors exclude all conditions, warranties and representations (express, implied, statutory or otherwise) with respect to the Services (including Content) provided via the Sites, and disclaim all warranties including but not limited to warranties of fitness for purpose and satisfactory quality. We do not warrant that the Services will be uninterrupted, accurate or free of errors. These Terms will not limit any non-waivable warranties or consumer protection rights that you may be entitled to under applicable law.
(3) We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with: use of, or inability to use, the Sites or Services; or use of or reliance on any content displayed on the Sites. In particular, we will not be liable for: loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; loss of business opportunity, goodwill or reputation; or any indirect or consequential loss or damage.
(4) Consumers only. Please note that we only provide the Services to you for domestic and private use. You agree not to use the Services for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. If defective Services that we have supplied, damage a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update available to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us. We recommend that you always try to keep your browser up to date, as newer versions provide higher levels of security.
(5) The Content and information are provided to you for informational purposes only. While we endeavour to keep Content on the Sites up-to-date, and while the information included in said Content or supplied to you have been obtained from sources believed to be reliable, we do not make any representation, warranty (express or implied) or guarantee as to the completeness, accuracy, timeliness or suitability of any part of the Content or information provided or that it is free from error or omission.
(6) No Content or information on the Sites constitute legal, financial, or investment advice, or any other form of professional advice or regulated services, and the Content and information are not a substitute for such advice. You must not rely on any Content or information before making, or refraining from making any decisions, and doing so is entirely at your sole option and risk, which you acknowledge. You must obtain your own independent professional or specialist advice for your particular circumstances before taking, or refraining from taking, any action.
(7) Third party products and services. We do not make any representation, warranty (express or implied) or guarantee as to the suitability of any third party products or services for you needs, or that the third party products or services presented on the Sites are in any way a complete range of possible options for your needs. The Content is not a substitute for your own research and due diligence in relation to any third party products or services on the Sites and your options generally. Accordingly, and as above, you should obtain your own independent professional advice before you take any decisions.
(8) Nothing contained on the Sites constitutes an offer, solicitation, advice or recommendation regarding any investment product, security or regulated product or service, and should not be relied upon as such.
(9) Links and third parties. Any Content that contains hyperlinks to or mention of any third party provider or products or services is not an endorsement by us of those persons, their products or services or views, or the accuracy or suitability thereof. We are not responsible for their materials, content, information or otherwise.
(10) Personal use, and prohibition on distribution. Content on the Sites is for your personal, non-commercial use only, and nothing contained on the Sites is intended for use or distribution in any way or to any country or jurisdiction where doing so would be contrary to any laws or regulations or subject us to any registration or compliance requirements.
(10) NO PARTNERSHIP, JOINT VENTURE OR AGENCY
(1) Nothing in any of our materials, Content on the Sites or any Agreement between you and us is intended to, or shall be deemed to, establish any partnership or joint venture between you and us, constitute any party the agent of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other. (2) Nothing in any of our materials, Content on the Sites or any Agreement between you and us is intended to, or shall be deemed to, establish any partnership or joint venture between us and any other person, constitute us an agent of any person or vice versa, or authorise us or any other person to make or enter into any commitments for or on behalf of each other. (3) For the avoidance of doubt, reference to the terms (for example) “partner”, “partnership”, “collaborator”, “collaboration” or similar, howsoever written in any Content or materials on the Sites or stated in any Agreement or communication with you, in respect of any person, are simply terms used for marketing purposes and have no legal effect under the Partnership Act 1890, or otherwise, or analogous law in any jurisdiction.
(11) GOVERNING LAW AND JURISDICTION
If you are a business user, these Terms and any related dispute or claim will be governed by and construed according to the laws of England, and both parties irrevocably agree that only the courts of England have the authority to settle any dispute or claim. If you are a consumer user, you and we both agree that the courts of England and Wales will have exclusive jurisdiction except that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
(12) DEFINITIONS AND INTERPRETATION
(1) We are the business specified in the Legal Information; Supplier, Business, we, our and us shall be interpreted accordingly.
(2) You are the person using the Services, either personally or on behalf of an entity, as may be set out in the Details or correspondence; Customer, you, your and yours shall be interpreted accordingly.
(3) You and us are each a party, together the parties.
(4) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(5) Legal Information is our legal information, as displayed on our Website, Details or other documentation or information supplied to you.
(6) Capitalised terms not defined in the Details will have the meanings in these Terms.
(7) Unless the context otherwise requires, words in the singular shall include the plural and vice versa.
(8) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(9) A reference to agreed in these Terms means agreed in writing between the parties, and a reference to writing or written in these Terms includes email.
(10) The headings in these Terms are inserted for convenience only and shall not affect its construction.
(11) Team means a party’s agents, officers, contractors, subcontractors, consultants and employees.
(12) Intellectual Property Rights or IPRs include patents, copyright, trade marks and service marks, business names, rights in designs, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered in any part of the world.
