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WORKING-BEES TERMS AND CONDITIONS

 

The Website at www.working-bees.com is owned, operated and controlled by The Blue Bee Corporation Limited (Company Number: 07045475) a company incorporated under the Companies Act 2006 whose registered office is at 67 Chorley Old Road, Bolton, Lancashire, England BL1 3AJ or at such other place as stated from time to time on the public record maintained by the Registrar of Companies of England and Wales. The Blue Bee Corporation Limited is registered with HM Revenue & Customs for VAT with number 985 2828 69.

 

Working-Bees Terms and Conditions apply to a person who accesses and uses any part of the Website and/or who submits an Application to become a registered user of the Website and to Services supplied. If you do not become a registered user your use of the Website will be limited and you will not be entitled to be supplied with the Services.

 

GENERAL SECTION

The following terms are of general application to use of the Website and to all Services:

1.         DEFINITIONS AND INTERPRETATION

1.1              In these Terms the following mean unless inconsistent with the context:

“Account”                    a Basic Account or Premium Account;

            “Acknowledgement”    confirmation by the Supplier in writing that the Client is accepted as a registered user of the Website in the form of an e-mail or such other form as the Supplier thinks fit;

            “Application”                the application to become a registered user of the Website to be completed and submitted in the prescribed form on the Website or in such other form as the Supplier thinks fit;

            “Basic Account”          a registered user account entitling the Client to use the Website and to certain Services as set out or referred to in the Acknowledgement or otherwise confirmed in writing;

            “Business day”            any day except a Saturday or Sunday or a bank or public holiday in England;

            “Charges”                    the charges for use of the Website and for the Services (excluding items in clause 5.3);

            “Client”, “You”,

            “Your”                          the person who accesses or uses any part of the Website and/or who submits an Application and who we accept as a registered user of the Website and set up with an Account which entitles him to use the Website and to certain Services, and (unless the context otherwise admits) includes such a person who changes the type of his Account in accordance with the Contract;

            “Confidential

            Information”                 all Documents and other information relating to the business and affairs of a party including all technical, commercial or financial information concerning his business, website(s), system(s) and software and/or his present or future products and/or services (including future projects and plans) and all other information which is a trade secret or is otherwise confidential and/or proprietary information of the party (including information held for a third party in confidence);

            “Contract”                    the contract to use the Website and for supply of the Services;

            “Contract Date”           the date the Contract is made referred to at clause 3.6;

            “Deliverables”              all deliverables (including Documents) the Supplier agrees to supply to the Client which are created for and are bespoke or specific to the Client and intended for the Client’s use only;

            “Document”                 includes, in addition to a written document, any map, plan, graph, drawing or photograph, any film, negative, tape or other device which records or has embodied in it audio and/or visual content and any disc, tape or other device recording or embodying any other data or information;

            “Force Majeure”          any events or circumstances beyond the reasonable control of a party including strikes, lock-outs or other industrial disputes (involving the workforce of a party), failure of a utility service or transport or communication network, act of God, war, riot, civil commotion, malicious damage, accident, fire, flood or storm;

            “Insolvency Event”      the person becomes insolvent, or proposes or makes an arrangement or composition with his creditors, or has a receiver or manager appointed over any of his assets or circumstances arise which entitle a court or a creditor to appoint such a receiver or manager or any other person takes possession of or sells any of his assets, or is subject to a petition or order for bankruptcy or passes a resolution or documents are filed with a court or other steps are taken to put into (including notice of intent given to appoint an administrator) or is subject to an order for administration, liquidation or dissolution (save for an amalgamation or reconstruction in accordance with this Contract under which the party or resulting entity is or agrees to be bound by the Contract) or ceases or threatens to cease to carry on all or a material part of his business (except in an amalgamation or reconstruction in circumstances as above) or has distress or execution on his property or is subject to any event analogous to the foregoing in any applicable jurisdiction;

“IPR”                            all intellectual and industrial property rights of whatever nature including patents, trade marks (whether or not registered), business and trade names, product and brand names, domain names, rights to or in computer software, know-how and show how, inventions, copyright and rights in the nature of copyright, designs (whether or not registered) and design rights, rights in goodwill or to sue for passing off, unfair competition rights, rights in Confidential Information and other information, database rights, web and online rights, satellite and television rights, merchandising rights and other commercial monopoly rights and including all applications (and rights to apply for), and renewals, extensions and revivals of, all intellectual and industrial property rights of whatever nature and all similar or equivalent rights or registration or other forms of protection and which subsist or will subsist anywhere in the world;

“Premium

 Account”                     a registered user account entitling the Client to use the Website and to certain Services as set out or referred to in the Acknowledgement or otherwise confirmed in writing and which may be either a Premium Account described by the Supplier as an Expert Account or a Master Account and in respect of each of which the Services to which the Client is entitled differ;

“Privacy Policy”           the Supplier’s privacy policy in force from time to time in respect of use of the Website and supply of the Services;

            “Relevant third party

            provider”                      a contractor who supplies or makes available the subject matter to a party for it to supply or make available to the other party or (if a party which has agreed to supply or make available the subject matter has agreed in writing that the contractor is to do so direct to the other party) who supplies or makes available the subject matter direct to the other party;

            “Services”                   all services the Supplier agrees to supply to the Client whilst he is a registered user of the Website with an Account and in particular online services using the Website and services using e-mail, text-message or other agreed method of communication and in the case of a Basic Account or Premium Account being those basic Services to which the Client is entitled by having such an Account and such other Services (if any) which the Client subscribes to and the Supplier agrees to supply, and obligations to be performed by the Supplier in respect of them, and which services are set out or referred to in the Acknowledgement or otherwise confirmed in writing and (unless the context otherwise admits) includes all Deliverables and goods supplied as part of or in connection with supply and/or the product of such services;

            “Software”                   all software the Supplier agrees to supply or make available to the Client connected to use of the Website and supply of the Services, including (if applicable) any accessed or used via or downloaded from the Website or such other applicable website(s) specifically designated by the Supplier;

            “Specification”             the specification confirmed in writing by the Supplier for the Services and in particular for those basic Services to which a Client is entitled by having either a Basic Account or Premium Account;

            “Supply literature”        includes our supply description and details on the Website or in such other form supplied or made available by the Supplier;

            "Supplier", “We”,

            “Us”, “Our”                  The Blue Bee Corporation Limited (Company Number: 07045475) a company incorporated under the Companies Act 2006 whose registered office is at 67 Chorley Old Road, Bolton, Lancashire, England BL1 3AJ or at such other place as stated from time to time on the public record maintained by the Registrar of Companies of England and Wales;

            "Terms"                       these standard terms and any special terms set out or referred to in the Acknowledgement or otherwise confirmed in writing;

            “VAT”                           value added tax or any similar sales tax; and

            “Website”                    the Supplier’s website identified by www.working-bees.com or such other URL as confirmed in writing by the Supplier.

1.2       Headings are for convenience and do not affect interpretation of the Contract.

1.3       Words and phrases “including”, “includes” and “in particular” do not limit preceding words nor shall be interpreted to limit application by reference to words that follow.

1.4       Reference to a clause or sub-clause is to a clause or sub-clause in these Terms unless otherwise confirmed in writing by us.

1.5       In the event of an express conflict between these standard terms and any special terms the special terms prevail and (unless otherwise stated to the contrary in the SPECIFIC SECTION) in the event of an express conflict within these standard terms those in the SPECIFIC SECTION prevail in each case to the extent of conflict.

1.6       Reference to a statute or law is to it as it is in force from time to time taking account of any amendment, extension, consolidation or re-enactment and in the case of a statute includes subordinate legislation from time to time in force made under it.

1.7       Reference to a person includes any body corporate, unincorporated association, firm, body (statutory or otherwise) or authority (supreme, municipal, local or otherwise).

1.8       Reference to a party means the Supplier or the Client and (unless the context otherwise admits) their respective successors in title and permitted assignees and in the case of individuals includes their personal representatives and estates.

1.9       References to agreed or confirmed in writing means expressly agreed or confirmed in writing by the Supplier on or after the Contract Date acting by an authorised person referred to in clause 7.1 including on or using the Website or otherwise in writing.

1.10     Reference to “personnel” of a party includes its officers, employees and (unless the context otherwise admits) self employed persons engaged by it.

1.11     Reference to subject matter supplied or made available by a party includes (unless the context otherwise admits) on its behalf by its personnel, agents or contractors.

1.12     Any reference to fault includes acts or omissions in breach of the Contract. Without prejudice to our rights and remedies against such persons and your responsibility in law for such persons you agree to be responsible for acts or omissions of your personnel, agents or contractors whether such persons are at fault or otherwise.

1.13     Any reference to us being responsible or liable for our personnel, agents and contractors is to be construed in accordance with clauses 6.18 and 6.19. Any reference to us not being responsible for or liable for a third party or a requirement that you indemnify us in respect of a third party shall also be construed accordingly.

1.14     Unless the context otherwise admits any reference to “property” in any subject matter means ownership of it and all right, title and interest in it including proprietary rights.

1.15     Unless the context otherwise admits or the law otherwise provides, any reference to “in writing” includes on the Website or in a facsimile, e-mail or text message or other agreed method of communication (other than an oral communication).

1.16     Any reference to any gender includes all genders.

2.         CONTRACT TERMS

2.1       We agree to your use of the Website and shall supply the Services to you subject to these Terms, which govern the Contract. All other warranties, conditions or terms whether express or implied by statute, common law, in equity or otherwise relating to the Contract or the subject matter or performance or in any other respect, including any you seek to impose at any time and in any manner, are excluded to the fullest extent permitted by law. 

2.2       Nothing in clause 2.1 or any term or provision of the Contract shall exclude or restrict rights and remedies of a party which cannot be excluded or restricted by law including any statutory rights under English law you may have as an individual dealing with us as a “consumer”. If any term or provision conflicts with any such enforceable statutory right then the statutory right applies to the extent of the conflict subject to modification pursuant to clause 2.5. IF YOU ARE UNCLEAR ON YOUR RIGHTS AND/OR THE EXCLUSIONS AND LIMITATIONS IN THESE TERMS PLEASE TAKE LEGALADVICE.

2.3       A person who is not a party to the Contract shall have no right under or arising out of The Contracts (Rights of Third Parties) Act 1999 or other applicable law to enforce any term or provision. Nothing in this clause shall restrict the exercise of rights by a successor, assignee or personal representative referred to in clause 1.8 if such person acquires rights and/or exercises those rights in accordance with the Contract.

2.4       We may use agents and contractors in respect of your use of the Website and for or connected to the supply of the whole or part of the Services or post supply, including any sub-contractors, as we think fit.

2.5       If any term or provision of the Contract is held by a court or other competent authority to be invalid, void or otherwise unenforceable in whole or in part in England or Wales or (if different) in any other jurisdiction the validity and enforceability of the other terms and provisions and remainder of that term or provision shall not be affected in that jurisdiction and validity and enforceability in any other jurisdiction is unaffected. If the term or provision or part would be valid and enforceable in that jurisdiction if modified and is capable in law of being modified the parties shall negotiate modifications to the extent necessary to reflect the commercial intent of the parties and it shall apply in that jurisdiction subject to such modifications agreed in writing.

3.         APPLICATION AND ACKNOWLEDGEMENT

3.1       You must apply to become a registered user of the Website and connected to that set up an Account and until you do so you your use of the Website will be limited and you will not be entitled to be supplied with the Services. The Website is a form of people directory and networking website enabling registered users to develop, maintain and enhance a network of business and professional contacts who are registered users. Except as otherwise expressly permitted by these Terms you may not make any commercial use of the Website or any Services or any Software or Documents or other information or property created, supplied or made available by us or a third party or IPR in or in respect of the foregoing or derive any commercial benefit for you or a third party from any of the foregoing and you may only contact other registered users and third parties you know inviting them to become registered users using contact details supplied or made available for permitted purposes.

3.2       You submit your Application online using the Website and as regards any Charges payable to us in connection with your Application and thereafter we may direct you to use a link to the RBS Worldpay website or such other applicable website(s) specifically designated by us for payment. Unless otherwise agreed in writing you may only submit an Application as an individual for use by you as a registered user of the Website and for you to be supplied with the Services on a single user basis. 

3.3       You agree to provide all such other Documents and information we request from you to enable us to consider and process your Application and thereafter as required under the Contract. You warrant that each Document and all other information you supply or make available is true, complete and accurate in all respects and that you are authorised to supply or make each such Document and all other information available. It is your responsibility to promptly update us of changes to each such Document or other information.

3.4       No Application submitted to us is accepted nor offer by us to make available the Website for use by or to supply Services to any person is binding save to the extent confirmed in writing in the Acknowledgement. A mere acknowledgement of receipt of your Application is not binding. If you receive an Acknowledgment you will also have been set up with a Basic Account if you confirmed in writing to us that is the Account you wanted or you did not confirm in writing to us that you wanted a Premium Account specifying an Expert Account or Master Account. You can change your Account and your subscription and payment details (including to alter the type of your Account and/or subscribe for additional services) in accordance with the Contract.

3.5       Once you are a registered user with an Account set up you will be able to sign in on the Website using your e-mail address and a password chosen by you and once signed in you will be able to use your Account and be provided with the Services. Services shall be supplied to a description and on the basis set out or referred to in the Acknowledgement and these Terms and (subject to that) our supply literature. The Acknowledgement applies in the event of an express conflict with other Terms. If we issue a revised Acknowledgment it replaces the original save as stated in it.

3.6       The Contract is made on the date your Application is accepted and you being a registered user is confirmed in writing in whole or in part by the Acknowledgement or (if earlier) the date you access or use any part of the Website and/or submit an Application to become a registered user. You have agreed to and accepted these Terms from you accessing or your use of any part of the Website and/or by you submitting an Application to become a registered user and which Terms are incorporated into the Contract.

3.7       You may not cancel an Application, and as a consequence the Contract, once the Application is confirmed in writing in whole or part by the Acknowledgement or (as the case may be) once supply of the Services by us begins unless either:

3.7.1    (subject to sub-clause 3.7.2) cancellation is by giving notice to us within 14 days of the submission of your Application and thereafter is at our discretion and you shall pay us the cancellation fee stated in the Acknowledgement or otherwise confirmed in writing and you must also pay all Charges and other sums payable in respect of your Account and use of the Website and for Services for which you have subscribed (whether supplied or committed by us to be supplied) before cancellation not expressly included in such cancellation fee; or

            3.7.2    you are an individual dealing with us as a “consumer” and have an enforceable statutory right of cancellation under English law validly exercised by giving notice to us and (subject to that applicable law) we shall be entitled to be paid a cancellation fee stated in the Acknowledgement or otherwise confirmed in writing and you must also pay all Charges and other sums payable in respect of your Account and use of the Website and for Services for which you have subscribed (whether supplied or committed by us to be supplied) before cancellation not expressly included in such cancellation fee.

3.8       We may cancel the Acknowledgement and/or our offer to make available the Website for use by you and/or to supply the Services to you, and as a consequence the Contract, at any time before supply of the Services begins by giving notice to you.

3.9       We may correct any error or omission in the Acknowledgement, our supply literature or any other Document or other information supplied or made available at any time to the fullest extent permitted by law and without liability for the error or omission.

3.10     Unless otherwise confirmed in writing any reference to our supply literature is to that current on the Contract Date in respect of use of the Website and any Services and supply.

3.11     Save as stated in these Terms any Contract variation must be agreed in writing.

3.12     We may vary the Acknowledgement or any other part of the Contract:

            3.12.1  to reflect any changes to (or discontinuance of) the Website or any part or the Services or any Software or Documents or other information or property supplied or made available to our clients generally or service use and availability and methods of supply to our clients generally; or

            3.12.2  to comply with legal requirements imposed by a court or other competent authority or with any other applicable law; or

            3.12.3  if in our reasonable opinion changes are required to avoid, mitigate or settle any third party claim or to comply with our insurers requirements; or

            3.12.4  if the changes are not in our reasonable opinion material or are made in circumstances mentioned at clause 4.2 or clause 5.2; or

            3.12.5  in circumstances mentioned at clause 4.6 or any suspension of your Account and/or our performance,

            and which may include variation of any performance times or dates as we may think

            fit, and we shall so far as practicable promptly confirm in writing the changes to you.

4.         SUPPLY REQUIREMENTS

4.1       We shall permit you to use the Website as a registered user and supply the Services to the agreed Specification set out or referred to in the Acknowledgement or otherwise confirmed in writing. We may give notice in accordance with clause 3.12 or of additional services you may want to subscribe for but subject to that any change  to your Account and/or the Services and supply requirements (including the Specification) and/or subscription for additional services must be agreed in writing.

4.2       If in our reasonable opinion the basis on which you may use the Website or the Services or any aspect of supply is unclear or may involve a supply of services which we have not agreed in writing to supply we may resolve such matter as we think fit by suspending your Account and/or our performance and/or variation of the Contract or otherwise, including on or after the Contract Date confirming in writing the website and/or services and the scope and method of supply and other supply particulars.

4.3       We shall make the Website available for use by you as a registered user and supply the Services to you to a service standard and service levels as set out or referred to in the Acknowledgement or otherwise confirmed in writing and (subject to that) using reasonable skill and care subject to all exceptions and qualifications confirmed in writing. Subject to the foregoing all Deliverables and other goods shall be supplied or made available to you in the form and manner set out or referred to in the Acknowledgement or otherwise confirmed in writing and (if applicable) we shall include such credits and associated information of any source in such form and manner as set out or referred to in the Acknowledgement or otherwise confirmed in writing.

4.4       We shall use all reasonable endeavours to make the Website available for use by you as a registered user and supply the Services to you at times or on dates or during periods set out or referred to in the Acknowledgement or otherwise confirmed in writing subject to cancellation or termination or expiry of the Contract as provided in these Terms and to such qualifications and exceptions referred to. If the Services include supply of a Deliverable or other goods then such times or dates shall include such performance times or dates as are confirmed in writing. Time shall not be of the essence of the Contract for making available the Website or supply of the Services or any performance by us but shall be of the essence for any performance by you.

4.5       You shall at your own cost:

            4.5.1    use all reasonable endeavours to procure all third party consents and registrations for performance by us of the Contract and for other purposes agreed in writing (save those by law we must obtain or which we agree in writing to obtain to enable us to perform the Contract or for such purposes);

            4.5.2    provide all Documents or other information or property you agree to supply or make available at times or on dates or during periods set out or referred to in the Acknowledgement or otherwise confirmed in writing and provide such other Documents or other information or property as we may reasonably request and (in any event) in time to enable the Contract to be performed;

            4.5.3    promptly notify us of any proposed changes to your Account or the Services and/or subscription for additional services or any circumstances you know will or may prevent or restrict us from performing the Contract in whole or in part;

            4.5.4    produce evidence of your identity or other information about you, data protection and other legal requirements compliance and insurance as set out or referred to in the Acknowledgement or otherwise confirmed in writing and promptly provide such other evidence as we may reasonably request;

            4.5.5    comply with such guidance or policies as we may from time to time confirm in writing for use of the Website and/or for the Services and supply; and

            4.5.6    co-operate fully in performance of the Contract.

4.6       We may by notice to you suspend your Account and use of the Website as a registered user and/or the supply of the Services in whole or in part:

4.6.1    if you do not pay any sum to us under the Contract or (if agreed in writing that        a payment be made direct to a third party) to a third party by the due date;

4.6.2    in circumstances referred to in clauses 4.2 or 6.5 or (if we are entitled to terminate) 8.3 or (as the case may be) stated in the Acknowledgement or otherwise agreed in writing; or

4.6.3    until any pre-requisite to our supply agreed to be met by you or required to be met by law by you is satisfied

and if we do so we may also vary the Contract on the basis stated in these Terms

including by variation of any performance times and dates as we think fit.

4.7       Subject to a third party’s rights, the property and all rights and IPR in or in respect of:

            4.7.1    the Website (including its layout and content and any associated database), all Software and all associated Documents and all other associated information and property supplied or made available by us;

            4.7.2    all names, trade and service marks, logos and designs used by us (including our company name and the names and/or marks “The Blue Bee Corporation” and “Working-Bees” and any other names and/or marks which are the same or substantially similar used by us, the domain name “working-bees.com” and any other domain name which is the same or substantially similar (but for the domain name ending “. com”) used by us and any other business name, brand or product name or domain name and/or any logo or design used by us);

            4.7.3    (subject to sub-clauses 4.7.1 and 4.7.2 and clause 4.10) all Documents and other information and property created, supplied or made available by us;

            4.7.4    all skills, knowledge, techniques and methods employed by us in respect of the Website or the Services or in our supply

            shall at all times solely belong to us or the relevant third party provider.

4.8       Unless otherwise agreed in writing and subject to a third party’s rights, the property and all rights and IPR in or in respect of all Documents and all other information and property created, supplied or made available by you shall at all times solely belong to you or the relevant third party provider.

4.9       Each party grants or shall use all reasonable endeavours to procure the relevant third party provider grants to the other party with effect from the Contract Date, or (if later) the date the subject matter is supplied or made available, a non exclusive world wide licence for the other party to use subject matter supplied or made available (without obligation to pay any royalty, licence fee or other sum except as stated in clause 5 or otherwise agreed in writing and (in the case of a licence to the Supplier only and not the Client) transferable and with a right to sub-licence) to perform the Contract and for other purposes agreed in writing and which licence (and any sub licence) ends on cancellation or termination or expiry of the Contract unless otherwise agreed in writing. For a Client his licence is conditional on being a registered user and (subject to that) extends to permitted use of the Website and the Services and any Software or Documents and other information or property supplied or made available by us.

4.10     Unless otherwise agreed in writing and subject to a third party’s rights, the property and all rights and IPR in or in respect of Deliverables shall at all times solely belong to us or the relevant third party provider and we grant or shall use all reasonable endeavours to procure the relevant third party provider grants to you with effect from the Contract Date, or (if later) the date the Deliverable is supplied or made available, a non exclusive world wide licence for you to use the Deliverable on like basis as stated in clause 4.9 (subject to whether we have otherwise agreed in writing this licence shall survive cancellation or termination or expiry of the Contract if all sums payable to us and any relevant third party provider have been paid in respect of the Deliverable).

4.11     Subject to clause 4.12 all your Confidential Information shall be kept strictly confidential by us and not used or disclosed for any purpose and all our Confidential Information shall be kept strictly confidential by you and not used or disclosed for any purpose. This restriction extends to the existence and content of the Contract. Each party shall use all reasonable endeavours to ensure that its personnel, agents and contractors (or (if different) those persons to whom the Confidential Information is or may be disclosed in accordance with the Contract) are made aware of and abide by this restriction in favour of the other party. You acknowledge and agree that this restriction extends to Confidential Information supplied or made available by the disclosing party or on its behalf on the Website or in supply of the Services or otherwise under or in connection with the Contract and its performance.

4.12     The restriction in clause 4.11 shall not apply to Documents or other information:

            4.12.1  owned or independently developed by the receiving party or in the possession of it or in the public domain at the time of disclosure or which later becomes public knowledge but not as a result of breach of clause 4.11 or any confidentiality obligation to the disclosing party or a third party for whom the information is held in confidence; or

            4.12.2  to the extent use or disclosure is permitted by these Terms or with the prior consent in writing of the disclosing party or a third party for whom held in confidence or to perform the Contract or for other purposes agreed in writing PROVIDED that each party may disclose Confidential Information to its personnel, agents and contractors who need to know for performance of the Contract or for such other purposes agreed in writing, to its professional advisors and insurers for advice in respect of performance of the Contract or for such other purposes agreed in writing, and to other persons expressly permitted by the disclosing party or such third party to receive it for performance of the Contract or for such other purposes agreed in writing  (including by us to registered users and other third parties on the Website or in supply of Services in accordance with the Contract), to the extent required and use by the recipients for such permitted purposes to the extent required; or

            4.12.3  to the extent disclosure is by you of your Confidential Information or of a third party with that third party’s consent and is made on the Website or in supply of the Services or otherwise by you to a registered user or other third party entitled to receive such information in circumstances when you know or ought reasonably to know such information enters the public domain or ceases to be confidential and/or proprietary without a breach of the Contract by us; or

            4.12.4  to the extent disclosure is required to comply with legal requirements imposed by a court or other competent authority or other applicable law; or

            4.12.5  to the extent use or disclosure is required to enforce the Contract.

4.13     Each party shall comply with its obligations in our policies confirmed in writing

            (including our Privacy Policy and (if applicable) our health and safety, child

            protection, anti money laundering and ethical policies).  In particular the personal

            data and other personally identifiable information that you supply or make available

            about yourself or which we otherwise obtain under or in connection with the Contract        about you using cookies, web log files and other technology and automatically from             your use of the Internet will only be used by us in accordance with        the Contract and         in particular our Privacy Policy.

4.14     Nothing in the Contract shall apply to the use of the Website or the Services or supply if it would oblige us to do or omit to do any matter in breach of our policies confirmed in writing (including our Privacy Policy and (if applicable) our health and safety, child protection, anti-money laundering and ethical policies) and/or of applicable law. Without prejudice to the generality of the foregoing we shall not be obliged to do or omit to do anything which may expose any person to risk of death or personal injury or to loss or damage to that person’s property or any other third party’s property (including IPR or other intangible property).

4.15     Except for any technical support and maintenance, training or consultancy that we have agreed in writing to provide to you for your use of the Website and/or as part of the Services or connected to our supply it is your responsibility to ensure you and (if applicable) your personnel, agents and contractors have all requisite skills, knowledge and experience in respect of or to perform the Contract or otherwise.

4.16     If a party has agreed in writing that the property and all rights and IPR in or in respect of any subject matter shall at all times belong to the other party or a relevant third party provider then without prejudice to its obligations in clause 8.4 or any other term or provision of the Contract as regards the subject matter that party shall do all such acts and things and shall execute all such other documents (including deeds), and shall use all reasonable endeavours to procure any relevant third party shall do all such acts and things and shall execute all such other documents (including deeds), as agreed in writing or in default as the other party may reasonably request to give effect to the foregoing including to transfer or assign the property and all rights and IPR in or in respect of such subject matter to the other party or third party provider entitled or as reasonably directed and to do so with full title guarantee on or as soon as practicable after the Contract Date or (if later) the date the subject matter is created, supplied or made available.

5.         CHARGES

5.1       Subject as provided in these Terms, the Charges and other sums payable by you in addition to the Charges are set out or referred to in the Acknowledgement. Those not set out or referred to shall be confirmed in writing on or as soon as practicable after the Contract Date including sums payable to any third party by us or direct by you.

5.2       We may, by giving notice to you from time to time on or after the Contract Date, increase the Charges to reflect any increase in supply cost to us due to a factor beyond our reasonable control, a change to the Contract (including a change to the Services and/or any additional services to be supplied by us as agreed in writing) or fault attributable to you or your personnel, agents or contractors.

5.3       Unless otherwise stated in the Acknowledgement you shall also be liable to pay:

            5.3.1    (without prejudice to clause 5.2) all subscription and licence fees and other sums payable to third parties in respect of your use of the Website and/or in respect of the Services or supply or post supply and which are not confirmed in writing as included in any Charges and all additional or unforeseen costs incurred at your request (including supply of a copy of any personal data we hold to which you are entitled as the data subject);

            5.3.2    VAT at the applicable rate and any other tax, duty or impost and any related costs and expenses payable to third parties in respect of your use of the Website and/or in respect of the Services or supply or post supply; and

            5.3.3    (without prejudice to the foregoing) all amounts payable to third parties for any credit status check or other search we have confirmed in writing we will carry out on you and any payment method used by you under the Contract.

5.4       Save as otherwise set out or referred to in the Acknowledgement or confirmed in writing all payments by you must be made using your own personal credit or debit card and being a card which meets our requirements or by such alternative payment method confirmed in writing and any set up of an Account and use of the Website and/or supply of Services is conditional upon us and/or the third party entitled to payment receiving payment in full and not being subsequently required by law to repay any amount received. Unless required by law neither the Supplier or any third party shall be obliged to issue any invoice and if an invoice is issued payment of the amount stated in the invoice must be made in cleared funds not later than the date stated in the invoice or within such later period agreed in writing. We shall be entitled to payment for any Deliverable whether or not ownership of it has passed to you. Time for any payment by you shall be of the essence of the Contract.

5.5       Subject to clause 3.7 as regards payment in the event of cancellation, all Charges and other sums payable by you become due and payable forthwith (whether or not invoiced) on cancellation or termination or expiry of the Contract.

5.6       All payments shall be made in (£) sterling or (if applicable) the currency of the invoice in full without set off, deduction or counterclaim (save a deduction for tax required by law when payment shall be grossed up to the amount we would otherwise receive).

5.7       Without prejudice to our other rights and remedies, we may appropriate any payment

            to use of the Website or such of the Services or any part or supply as we think fit.

5.8       Clauses 11.1 and 11.2 shall also apply to any failure to make or late payment by you.

6.         LIABILITY AND INDEMNITY

6.1       Nothing in this clause 6 or any term or provision of the Contract shall exclude or limit liability of a party to the other party in the following circumstances:

6.1.1    fraud or fraudulent misrepresentation by the party; or

6.1.2    personal injury or death caused by the negligence of the party or of those of its personnel, agents or contractors for whom that party has agreed in writing to be responsible for or is otherwise responsible in law; or

6.1.3    personal injury or death or any other loss or damage for which the party is responsible by virtue of the Consumer Protection Act 1987; or

6.1.4    (if you are dealing with us as a “consumer” as regards liability to you) breach by us of our obligations to you if we agree to supply  any Deliverable or any goods to you as part of or as the product of our Services and liability for such breach cannot be excluded or restricted by law under the Unfair Contract Terms Act 1977 (e.g. this might include obligations in respect of title/ownership or possession, satisfactory quality or fitness for purpose of the Deliverable or goods); or

6.1.5    (if you are dealing with us as a “consumer” as regards liability to you) any loss or damage if the term or provision which seeks to exclude or limit liability for such loss or damage is not fair and/or reasonable under the Unfair Terms in Consumer Contracts Regulations 1999 (e.g. this might include a term or provision which excludes our obligation to take reasonable care and/or which would involve performance by us at less than a reasonable standard); or

6.1.6    (any case not in the above as regards liability to you) any loss or damage if the term or provision which seeks to exclude or limit liability for such loss or damage is not reasonable under the Unfair Contract Terms Act 1977 as determined by a court or other competent authority on the basis in such statute); or

6.1.7    (any case not in the above) if the liability cannot be excluded or limited by law.

6.2       Except for any liability in circumstances stated in clause 6.1 and subject to the following provisions in this clause 6, our liability to you arising out of or in connection with the Contract or its subject matter or performance (including for use or inability to use the Website or any Services or for use or resale of any Deliverable or other goods) (whether liability arises from negligence, breach of contract, breach of statutory duty, misrepresentation or any cause) shall not exceed an amount equal to an aggregate amount equal to five times the monthly subscription fee paid by you as the Client in the year of the Contract in which the claim arises being for these purposes the last monthly subscription fee paid before such claim arises in such year or (if greater) £50 (less in each case from the amount any refund under or in connection with the Contract (including any service credit or rebate)).

6.3       Notwithstanding clause 6.2, we shall not be liable to you or any third party for or in respect of any special, indirect or consequential loss or damage (whether financial or otherwise) or for any loss of data, profit, revenue, contracts or business or business interruption howsoever caused (whether arising from negligence, breach of contract, breach of statutory duty, misrepresentation or any cause), even if the same was foreseeable by us, or the possibility thereof is or has been brought to our attention.

6.4       Notwithstanding clause 6.2 if you have a complaint about use of the Website or the Services or performance of the Contract or believe there are grounds for a claim you agree:

6.4.1    to promptly give notice to us and in any event within 14 days of the date of the relevant supply by us or (if different) the date of the claim arising or (if it involves a third party claim and is later) of you becoming aware of the claim and giving reasonable details of the subject matter and proposals to settle or determine the claim and thereafter at your cost such information as reasonably requested and giving us a reasonable opportunity to investigate;

6.4.2    (if it is or includes a third party claim) not to admit liability or settle or compromise the claim without our prior written consent (not to be unreasonably withheld); and

6.4.3    (if we are liable but it is a matter capable of mitigation or remedy) permit us at our cost to take reasonable steps to do so, including having conduct of any negotiations or litigation or to settle or compromise a third party claim and you agree to provide all reasonable assistance to us, our liability to you being reduced or extinguished accordingly and in any event subject to the sum provided for in clause 6.2 as to our maximum liability

and (subject to clause 6.1) we shall not be liable if you do not comply with this clause 6.4 and/or do not issue proceedings within any limitation period in law.

6.5       We shall not be liable for failure or delay in making available the Website or the Services or liable for use of the Website or the Services or for death or personal injury or any other loss or damage arising directly or indirectly from:

            6.5.1    your or your personnel, agents or contractors being at fault; or

            6.5.2    any registered user or other third party being at fault; or

            6.5.3    any event or circumstance which is Force Majeure; or

            6.5.4    any other event or circumstance we have confirmed in writing before such             event or circumstance (including any downtime or maintenance period).

6.6       You must notify any error or omission in the Acknowledgement or any other Document or other information or property supplied or made available by us within 14 days of supply or availability and if not we may treat it as correct and accurate.

6.7       We shall not be liable for any error or omission in any Document or other information supplied or made available by you or a third party or in any respect arising directly or indirectly from the error or omission or for accidental loss of or damage to any Document or other information or property supplied or made available by you or any third party or in any respect arising directly or indirectly from such loss or damage.

6.8       We shall not be liable for and you shall indemnify us in full against all actions, proceedings, losses (including loss of profit), damages, costs (including labour and materials used), expenses, claims, demands and liabilities brought or incurred (including to settle a third party claim) or arising directly or indirectly from:

            6.8.1    any Documents or other information supplied or made available by you or your personnel, agents or contractors being incomplete, inaccurate, misleading, illegible, out of sequence or in the wrong form or illegal or any Documents or other information, or any other property you or any such persons are to supply or make available, being late or non-arrival of them or any bug, error or defect in them or any computer virus, macro virus, trojan horse, worm or other illegal program or content in them (including anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer or to surreptitiously intercept, access without authority or expropriate any Software or hardware or other equipment or process we use to make available the Website or any Services or any information); or

            6.8.2    any claim for actual or alleged infringement of IPR or other rights of a third party from receipt, possession, processing or use or disclosure by us or our personnel, agents or contractors of any Documents or other information or any other property supplied or made available by you or your personnel, agents or contractors for purposes agreed in writing; or

            6.8.3    any claim for actual or alleged infringement of IPR or other rights of a third party for illegal, unauthorised or improper access and/or use by you or your personnel, agents or contractors or by any other third party (and in particular a third party for whom you have agreed in writing to be responsible for or are otherwise responsible in law or a third party in circumstances when you or your personnel, agents or contractors are at fault) of the Website or any Services or any Software or any Documents or other information or any other property supplied or made available by us (including use which is in breach of any applicable policy confirmed in writing or of applicable law); or

            6.8.4    any claim for actual or alleged infringement of IPR or other rights of a third party for illegal, unauthorised or improper access and/or use by you or your personnel, agents or contractors or by any other third party (and in particular a third party for whom you have agreed in writing to be responsible for or are otherwise responsible in law or a third party in circumstances when you or your personnel, agents or contractors are at fault) of the Website or any Services or any Software or any Documents or other information or any other property supplied or made available by a registered user or other third party (including use which is in breach of any applicable policy confirmed in writing or of applicable law); or

6.8.5    any actual or alleged claim in respect of any work and/or services or goods you or your personnel, agents or contractors or any other third party (and in        particular a third party for whom you have agreed in writing to be responsible for or are otherwise responsible in law or a third party in circumstances when you or your personnel, agents or contractors are at fault) supply or      obtain or contract to supply or obtain, or any other commitment or transaction    made by you or your personnel, agents or contractors or any other such third party, on the Website or using any of the Services or otherwise; or

            6.8.6    any grievance or dispute you have with any other registered user or third party in respect of use of the Website or any of the Services or otherwise; or

            6.8.7    any act or omission by you or your personnel, agents or contractors or by any other third party (and in particular a third party for whom you have agreed in writing to be responsible for or are otherwise responsible in law or a third party in circumstances when you or your personnel, agents or contractors are at fault) in use of the Website or any of the Services or otherwise; or

            6.8.8    any breach by you or your personnel, agents or contractors or by any other third party (and in particular a third party for whom you have agreed in writing to be responsible for or are otherwise responsible in law or a third party in circumstances when you or your personnel, agents or contractors are at fault) of any statutory, contractual or other obligation in connection with use of the Website or the Services or otherwise including any breach of these Terms

            PROVIDED THAT it is agreed that a reference in sub-clause 6.5.2, clause 6.7,

            this clause 6.8 or the following provisions of this clause 6 to a “third party” and

            to exclusion or limitation of liability is to be construed subject to clauses 6.18

            and 6.19.

6.9       Save as stated in these Terms we shall not be liable for, and you shall not be entitled to rescind or otherwise determine the Contract for, failure or delay in making available the Website or in supply of the Services nor to reject the Services, and in particular Deliverables and other goods, once accepted.

6.10     Subject as stated in the Acknowledgement or otherwise agreed in writing the Services, and in particular Deliverables and other goods, are accepted by you for the purposes referred to in clause 6.9 if in writing or by payment or other conduct you accept them (including by failure to give notice under clause 6.4) save that nothing in clause 6.9 or this clause 6.10 shall operate to override an enforceable statutory right of cancellation referred to in sub-clause 3.7.2.

6.11     Save as stated in these Terms, the Website and the Services and any Software, Documents or other information or property created, supplied or made available by us is provided on an “as is” basis and we make no representations, warranties, assurances or statements in relation to the Website or the Services or any Software, Documents or other information or property created, supplied or made available by us or use or supply of them (including as to accuracy, completeness, satisfactory quality or fitness for purpose).

6.12     Save as stated in these Terms, we make no warranty or representation that the Website or its use or the Services or any Software, Documents or other information or property created, supplied or made available by us will meet your requirements or will be uninterrupted, timely, secure or free from bugs, errors or defects or any computer virus, macro virus, trojan horse, worm or other illegal program or content in them (including anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer or to surreptitiously intercept, access without authority or expropriate any Software or hardware or other equipment or process we use to make available the Website or any Services or any information).

6.13     We are not responsible or liable for any Software or any Documents or other information or property created, supplied or made available by you or any registered user or other third party whether on the Website or using any Services or otherwise including Documents or other information in a profile on the Website or any e-mail or text message or other agreed method of communication sent or received using the Website or the Services or using a link to any other website(s).

6.14     We do not give any warranty, guarantee or assurance in respect of you or any registered user or other third party nor in respect of any recommendation or other comments or any Documents or other information supplied or made available by you or any registered user or other third party on the Website or using any Services or otherwise. 

6.15     Any recommendation or comments or any Documents or other information you supply or make available or receive from another registered user or other third party is not on any basis or in any manner to be regarded as information supplied or made available by us or on our behalf and if you supply or make available or receive and rely on such Documents or information on or using the Website or the Services or otherwise we are not responsible or liable for you so doing. If you supply or make available any Documents or other information or receive and rely on any Documents or other information supplied or made available on the Website or using the Services or otherwise you do so at your own risk.

6.16     We are not responsible or liable for any work and/or services or goods you or any registered user or any other third party contract to supply or obtain, or any other commitment or transaction made by you or any registered user or any other third party, on the Website or using any Services or otherwise. This includes arising from an introduction made via the Website or any Services.

6.17     Except for any link we provide to the RBS Worldpay website or other website(s) specifically designated by us and then only for the purposes for which such link was provided by us we are not responsible or liable for any link to or use of any other website(s) (including any content or associated database) or for any supply by any third party made using any such website(s) or otherwise.

6.18     With the exception of clauses 6.2 to 6.4 (inclusive) and in any other case only if

            otherwise expressly stated to the contrary, an exclusion or limitation of our

            liability in the Contract  which refers to us not being liable for a third party is

            not intended to exclude or limit our liability in respect of our personnel, agents

            or contractors for whom we have agreed in writing to be responsible for or are

            otherwise responsible in law or require you to indemnify us in respect of such

            persons.

6.19          We are only liable for our personnel, agents or contractors who we have

agreed in writing to be responsible for or are otherwise responsible in law and in any such case subject to the other exclusions and limitations on our liability in the Contract.

6.20          The parties agree that the exclusions and limitations on liability in the

Contract, and in particular in this clause 6, are fair and reasonable in all the circumstances and

            apply, subject to clause 6.1, to the fullest extent permitted by law.

7.         AUTHORITY AND WAIVERS

7.1       No person other than a duly authorised officer or employee of the Supplier has authority to bind us or to make, vary or determine the Contract or other commitment. We shall appoint a duly authorised officer or employee as your main point of contact in respect of the Contract and/or the use of the Website and/or supply of the Services or certain Services and that person and his contact details and (if applicable) any limits on his authority shall be confirmed in writing and (unless otherwise agreed in writing) we may change the person appointed at any time (whether on a temporary or permanent basis) as we think fit and any substitute person and his contact details and (if applicable) any limits on his authority shall be confirmed in writing.

7.2       No failure or delay by the Supplier in enforcing any right or remedy shall be deemed a waiver of such right or remedy or of any other right or remedy available to us. A waiver must be agreed in writing and is only valid for the purposes given.

8.         TERMINATION

8.1       Subject as stated in the Acknowledgement or otherwise agreed in writing and to cancellation under clause 3.7, the Contract shall take effect on the Contract Date and continue for a subscription period stated in the Acknowledgement or otherwise agreed in writing at the end of which the Contract shall terminate. The Contract may be terminated beforehand as stated in the Acknowledgement or otherwise agreed in writing and (subject to that) under the following provisions of this clause 8.

8.2       Either party may terminate the Contract by notice if:

8.2.1    we have stated in the Acknowledgement or otherwise agreed in writing the Contract is terminable by notice and the notice is validly served (including that it satisfies any minimum period agreed in writing for notice to be served); or

8.2.2    any event or circumstance referred to in sub-clause 6.5.3 subsists for more than 30 days and performance is prevented or restricted in a material respect.

8.3       A party may terminate the Contract by notice and with effect from service if :-

8.3.1    an Insolvency Event occurs in respect of the other party; or

8.3.2    the other party is in material breach of the Contract and the breach is incapable of remedy or is a breach capable of remedy but not remedied in 14 days of notice from the party not in breach requiring it to be remedied (a breach being regarded as capable of remedy if the only reason why it would not be is a failure to meet the original time or date for performance).

8.4       Save as provided in these Terms cancellation or termination or expiry of the Contract is without prejudice to accrued rights of the parties and any term or provision of the Contract expressed to continue or capable of continuing afterwards and (save as otherwise agreed in writing or any retention expressly permitted by law) each party shall as soon as practicable afterwards at its own cost return all Documents and other information and all other property supplied or made available by the other party or any third party and do so as reasonably directed by the other party or such third party and shall not retain copies in any form or medium.

8.5       Save as provided in these Terms in the event of cancellation, termination or expiry of the Contract (and in addition to property to be returned referred to in clause 8.4) a party shall also deliver as soon as practicable after cancellation or termination or expiry of the Contract as reasonably directed by the other party or relevant third party provider all Documents and other information and all other property created, supplied or made available by that party and which it has agreed in writing shall at all times belong to the other party or relevant third party provider together with the documents (including deeds) referred to in clause 4.16 duly executed.

8.6       In the event of cancellation or termination or expiry of the Contract your Account shall  be cancelled and you shall cease to be a registered user and to be entitled to use the Website and to be supplied with Services. Any licence to you shall determine.

9.         NOTICES

9.1       Any notice under or in connection with the Contract shall be in writing and (subject as provided in clause 9.3) given to a party at its registered office or business address stated in the Contract or such other address or facsimile number or e-mail address as may at the time have been notified for these purposes. A Client with a service address outside England or Wales shall if requested by the Supplier provide a valid service address within England or Wales.

9.2       A notice shall be deemed served at the time of delivery if given by hand or if sent by first class internal UK post 2 business days later or if sent by other first class post or airmail 4 business days later or if sent by facsimile or e-mail or given by us in accordance with clause 9.3 immediately. In proving service it shall be sufficient to prove delivery was made or the envelope containing the notice was properly addressed and posted as a prepaid first class letter or if sent by facsimile or e-mail the sender has evidence of successful transmission or if given by us under clause 9.3 once placed on the Website or if sent by such other method of communication referred to in clause 9.3 if we have evidence of successful transmission.

9.3       We may give notice to you or clients generally by placing notice on the Website. We may also contact you in accordance with the Contract by text message or other electronic means to a mobile device or by other agreed method of communication.

9.4       If you have an Account then in accordance with the Contract you may be able to use the Website to change the type of Account or your subscription and payment details. A reference to giving notice to us for such purposes is subject to such permitted use.

9.5       Clauses 9.1 to 9.4 inclusive are subject to legal requirements for valid service in the event of any dispute or claim that arises out of or in connection with the Contract.

10.       ENTIRE AGREEMENT AND ASSIGNMENT

10.1     The Contract and any document expressly referred to or entered into pursuant to it (including the Privacy Policy and our other policies confirmed in writing) sets out the entire agreement and understanding between the parties for use of the Website and the supply of the Services. You confirm you have not relied on any representation, warranty, assurance or statement in entering into the Contract not set out in it.

10.2     Representations, warranties, assurances or statements made by us or on our behalf are not part of the Contract and not binding on us unless set out in the Contract or otherwise confirmed in writing.

10.3     Unless otherwise agreed in writing all recommendations, notes and other information supplied or made available in respect of use of the Website or supply of the Services (including in any Deliverables) is for guidance only and you should rely only on your skills, knowledge and experience and (if applicable) of your personnel, agents and contractors for whom we have no responsibility.

10.4     We may charge or assign or transfer or sub-contract or delegate any of our rights or obligations under the Contract without your consent (including to the extent required connected with any such permitted dealing we may disclose personal data or other information supplied or made available by you in accordance with the Contract and in particular our Privacy Policy) but we shall use reasonable endeavours to give notice to you of any such permitted dealing as soon as practicable afterwards. The Client shall not charge or assign or transfer or sub-contract or delegate any of his rights or obligations under the Contract. Nothing in this clause 10.4 is intended to prevent the enforcement of the Contract by or against your personal representatives and estate.

10.5     Each party shall at its own cost (unless otherwise agreed in writing) do all such acts and things and shall execute all such other documents (including deeds), and shall use all reasonable endeavours to procure any relevant third party shall do all such acts and things and shall execute all such other documents (including deeds), as the other party may reasonably request in writing to give effect to the Contract or any permitted matter done in accordance with the Contract.

10.6     Nothing in the Contract is intended to create or constitute a partnership or joint venture between the parties or with a third party and except as expressly provided in the Contract no party shall have authority to act for and/or bind a party or third party.

11.       INTEREST AND EXPENSES

11.1     Without prejudice to our other rights and remedies, we may if a payment is not made on a due date charge interest at an annual rate equal to 8% per annum or such other rate agreed in writing calculated on the amount owing and accruing on a daily basis (before and after judgement) until payment is made in full. We reserve the right to claim interest on a statutory basis if greater than such contract rate.

11.2     In addition to entitlement under clause 11.1 or any other term or provision of the Contract, we shall be paid or reimbursed by you for all legal and other professional advisors fees and other charges, costs and expenses properly incurred by us (including third party debt collection fees) in respect of your failure to make or late payment and/or exercising any of our rights and remedies under or arising out of the Contract against you and which you have agreed to pay or reimburse us under the Contract or under the terms of a settlement agreed in writing with us or court order.

12.       LAW AND JURISDICTION

12.1     The Contract shall be deemed made in England. If the Contract is translated by us into a language other than English, the English version shall prevail in the event of conflict and no translation obtained by you or a third party is binding on us.

12.2     The Contract and any dispute or claim arising out of it or in connection with it or the subject matter or performance shall be governed in all respects by English law.

12.3     Subject to the proviso(s) to this clause, the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or performance; PROVIDED that it is agreed that nothing in this clause 12.3 shall operate to prevent or restrict us from taking or issuing proceedings in any court of any other jurisdiction available to us in law including to enforce any judgement, order or award made in the courts of England and Wales or any court of competent jurisdiction; PROVIDED further that it is agreed we may also seek to resolve any  dispute or claim by use of arbitration or other resolution procedure(s) available.

 

 

SPECIFIC SECTION

Nothing in this specific section of these Terms shall override clause 2.2 or clause 6.1 in the general section of these Terms. Subject to those clauses and unless otherwise expressly stated in this specific section, in the event of an express conflict with any term or provision in the general section of these Terms it is intended that to the extent of the conflict only the relevant wording in this specific section of these Terms shall more particularly apply.

 

 

The following terms are of specific application to use of the Website and to all Services or certain specified Services:

 

 

 

 

WEBSITE AND SERVICE USE, REGISTRATION AND ACCOUNT STATUS

 

 

1.                  You may only use the Website and be entitled to be supplied with Services subject to these Terms. Website use will be limited and you will not be entitled to be supplied with any Services unless you apply to become a registered user and are accepted. Subject to these Terms use of the Website and the Services should be to contact registered users only and other registered users only may contact you in accordance with the Contract. We may prohibit or restrict use of the Website and Services including preventing or restricting you making contact with or replying to any other registered user or third party and/or restricting the persons you can connect to and/or number of your connections.

2.                  You are only eligible to submit an Application to become a registered user, and if your Application is accepted only remain eligible to be a registered user if you have an Account which is live (i.e. not suspended or cancelled) and entitles you to use the Website and be supplied with Services, if:

(a) you are 18 years of age or over and have legal capacity and authority to      contract and in particular to enter into and perform the Contract;

(b) you are not subject to an Insolvency Event;

(c)  (except with our consent in writing) you are not carrying on or engaged or interested in any business either alone or together with or on behalf of any other person and in any capacity which is or could reasonably be regarded as a direct competitor of the Supplier which supplies any goods and/or services which are the same or substantially similar to or could reasonably be regarded as competitive with those supplied or made available by the Supplier (including if you are a partner or member in a partnership or limited liability partnership or company which carries on any such business); and

(d) you do not already have an Account or (once you have become a registered           user) more than one Account (whether or not suspended) and have not        previously been a registered user with a contract terminated by us         because of an Insolvency Event or a breach of contract by you.

3.                  To complete the Application you will be required to provide your name, your e-mail address and such other information as prescribed by the Application. By submission you warrant that you are eligible to submit an Application and have read these Terms in their entirety and understand them, that you have legal capacity and authority to enter into the Contract and perform it (including to supply or make available information) and do so for you in your own right and not on behalf of a third party and you are not impersonating any other person or acting in a fraudulent or other illegal manner.

4.                  If your Application is accepted and your Account is set up we will register you and your details as a registered user and send you an Acknowledgement. You will be asked in connection with submission and becoming a registered user to confirm a password to use to sign in on the Website to use your Account after registration.

5.                  You will be asked to confirm the type of Account you want. If you do confirm in writing that you want a Basic Account or do not confirm in writing that you want a Premium Account you will be allocated a Basic Account. If you want a Premium Account you will be required to confirm in writing the type of Premium Account you want being either a Master or an Expert Account.

6.                  Once your Application has been accepted and your Account set up you will be asked (if not already done) to complete your online profile to be visible on the Website for access on a read only basis by other registered users but which also may to an extent be visible to other third parties, for example, for access on a read only basis through online search engine results on you. Your Account may also entitle you to use the Website and Services which enable you to supply or make available other information (including in a blog, chat room or discussion group). Except as otherwise provided in these Terms you decide on the Documents or other information you supply or make available or access and, subject to the limits on liability in these Terms (and in particular in clause 6 in the general section of these Terms), you do so at your own risk. You may complete and can change your online profile or the Documents or other information you supply or make available and can prevent or restrict access in accordance with these Terms and our guidance confirmed in writing and user settings.

7.                  In light of the type of Website and basis on which we are prepared to allow individuals to use the Website and be supplied with Services we do not believe that you are dealing with us as a “consumer”. If you are an individual dealing as a “consumer” you may have certain statutory rights under English law as referred to in clause 2.2 in the general section of these Terms including a statutory right of cancellation under English law as referred to in sub-clause 3.7.2 in the general section of these Terms.

 

 

Subject as above under the Consumer Protection (Distance Selling) Regulations 2000 (“the Regulations”) a consumer in relation to a contract for the supply of goods or services to which those regulations apply has a cancellation right. The information to be supplied to the consumer by the supplier in respect of such a contract and cancellation right is summarised (without prejudice to each party’s rights) as follows:

Under Regulation 7 (1) (a) the supplier is obliged to supply the following

information:

-          the identity of the supplier and the supplier’s address;

-          the price for the goods or services including all taxes;

-          delivery costs where appropriate;

-          arrangements for payment, delivery or performance;

-          the existence of a right of cancellation except as provided in Regulation 13;

-          the cost of using the means of distance communication (i.e. the Website);

-          the period for which any offer to supply or the price remains valid;

-          where appropriate the minimum duration of the contract, in the case of contracts to be performed permanently or recurrently.

Under Regulation 7 the supplier is obliged to provide certain information within “good time” before the Contract is made.

Under Regulation 7 (1) (b) the supplier must confirm if it proposes to make substitute goods or services available (as the case may be) of equivalent quality and price if the contract goods or services are unavailable.

Under Regulation 7 (1) (c) the supplier must confirm that the cost of returning substitute goods in the event of cancellation would be met by the supplier.

Regulation 7 (2) confirms the information must be supplied in a clear and comprehensible manner appropriate for the means of distance communication.

Regulation 7 (3) requires the supplier to confirm the commercial purpose for which the information is being provided is made clear.

 

 

Under Regulation 8 the supplier is obliged to provide certain information prior to conclusion of the contract or in good time thereafter and in the case of services in any event during performance of the contract.

 

 

Under Regulation 8 (2) the information to be supplied is:

-          Information listed above referred to under Regulation 7 (1) (a) to and including the reference to confirming the right of cancellation;

-          Information about the conditions and procedures for exercising the right of cancellation  under Regulation 10 including:

-          informing the consumer of a term which requires return of any goods in the event of cancellation;

-          informing the consumer as to whether the consumer or supplier is responsible for the cost of returning any goods to the supplier, or of recovery of them, if the consumer cancels the contract under regulation 10;

-          in the case of a contract for services informing the consumer as to how the right of cancellation is affected by the consumer agreeing to performance beginning before the end of the seven day working period referred to in regulation 12;

-          Information about the geographical address of the place of business of the supplier to which the consumer may address complaints;

-          Information about any After Sales service or guarantees;

-          Information about conditions for exercising a contractual right to cancel where the contract is of an unspecified duration or a duration exceeding one year.

 

 

We believe that if the Regulations were applicable we have complied with Regulations 7 and 8 in so far as the relevant information is in the Acknowledgement and these Terms and (subject to that) our supply literature made available to you. If you are unclear as to any such information having been provided or have any queries concerning the information provided please promptly give notice to us providing reasonable details of your query.

 

 

Under Regulation 10 it confirms that subject to Regulation 13 a consumer may within the cancellation period in Regulation 11 (Goods Contracts) or Regulation 12 (Services Contracts) given a notice to cancel to the supplier or to a person on the supplier’s behalf notified for such purpose and cancellation operates to determine the contract and (subject to the Regulations) as if never made.

Notice can be given to us in accordance with clause 9 in the general section of these Terms or as otherwise provided in Regulation 10 (2).

 

 

Under Regulation 12 the cancellation period begins with the day on which the contract is concluded and ends on the later of the following:

-          *Where Regulation 8 has been complied with on or before the day on which the contract is concluded, the cancellation period ends on the expiry of the period of seven working days beginning with the day after the day on which the contract was concluded;

-          (Subject as follows) Where Regulation 8 has not been complied with on or before the day on which the contract is concluded but is provided within the period of three months beginning with the day after the day on which the contract is concluded, the cancellation period ends on the expiry of the period of seven working days beginning with the day after the day on which the consumer received the information;

-          Where performance of the contract has begun with the consumer’s agreement before the expiry of the period of seven working days beginning with the day after the day on which the contract was concluded and the supplier has not complied with Regulation 8 on or before the day on which the performance began, but provides the information within good time during the performance of the contract then the cancellation period ends on

(a)               the expiry of the period of seven working days beginning with the day after the day on which the consumer receives the information; or

(b)               if performance of the contract is complete before the period in (a),

on the day on which performance was completed.

-          (If none of the above apply) the cancellation period ends on the expiry of the period of three months and seven working days beginning with the day after the day on which the contract was concluded.

 

 

Under Regulation 13 (1) (a) unless the parties have agreed otherwise, the consumer will not have the right to cancel under Regulation 10 if performance of the contract has begun with the consumer’s agreement before the end of the cancellation period marked * above and after the supplier has provided the information under Regulation 8 (2).

 

 

We believe that if the Regulations were applicable we have complied with Regulations 7 and 8. Accordingly (unless we receive notice from you and/or it is clear that we have not complied with Regulation 8 (2) on or before the Contract Date) any statutory right of cancellation you have ends on the expiry of the period of seven working days beginning with the day after the Contract Date or (if earlier) the day on which you subscribe for any additional services. Your contractual right under sub-clause 3.7.1 in the general section of these Terms is unaffected.

 

 

Sub-clause 3.7.1 in the general section of these Terms applies subject as above. The cancellation fee is £20 or (if different) the amount confirmed in writing to you before the Contract Date. That fee does not include payment for Services to which you have subscribed which are in addition to those to which you are entitled by having a Basic Account or Premium Account or any other sums payable to us or a third party in respect of those additional services and supply.

8.                  Subject to these Terms we will allow your online profile and your Documents or your other information supplied or made available by you to be visible on the Website and you may use a search facility on the Website to find out about other registered users and Documents or other information supplied or made available by such persons. Dependent on your Account and the Services to which you are entitled you may send e-mails or text messages or use other agreed methods of communication. There is no obligation on any person to contact or reply to you, to agree to be added into your network of contacts on the Website or to become a registered user of the Website. 

9.                  Each time you want to use the Website you will be asked if you are a registered user and if you are to sign in to use your Account and do so using your e-mail address and password. You may set and change your password in accordance with these Terms and our guidance confirmed in writing and user settings.

10.              It is your responsibility to prevent or avoid unauthorised use of your Account and of any such e-mail address and password used to sign in and you should sign out when appropriate. You should not allow any third party to access and/or use your Account or transfer or purport to transfer your Account to any third party. You must not access and/or use the Account of any other registered user. 

11.              If you believe we or another registered user or other third party have infringed your IPR or other rights you must notify us immediately. This includes unauthorised use of your Account and of any Documents or other information supplied or made available.

12.              You may use the Website or (if the facility is not available on the Website) give notice to us at any time to change your Account and subscription and payment details in accordance with the Contract.

13.              Subject to clause 12 you can confirm in writing that you want to upgrade your Account from a Basic Account to a Premium Account and if you want an Expert Account or a Master Account or (as the case may be) upgrade from an Expert Account to a Master Account and do so by making payment of the Charges and other sums payable to us or a third party for a Premium Account of that type. We will send a revised Acknowledgement confirming the change of type of your Account. You remain responsible for all Charges and other sums payable to us or a third party in respect of your Account and use of the Website and for Services for which you have subscribed (whether supplied or committed by us to be supplied) before the change.

14.              Subject to clause 12 you can confirm in writing that you want to downgrade your Account from a Premium Account to a Basic Account or (as the case may be) from a Master Account to an Expert Account with effect from the end of the subscription period for the Premium Account for which you subscribed and do so by making payment of the Charges and other sums payable to us or a third party for a Premium Account of that type. We may in our discretion allow you to downgrade your Account at any other time. Subject to that we will send a revised Acknowledgement confirming the change of type of your Account. You remain responsible for all Charges and other sums payable to us or a third party in respect of your Account and use of the Website and for Services for which you have subscribed (whether supplied or committed by us to be supplied) before the change.

15.              If you are set up with a Basic Account or downgrade to a Basic Account there are no Charges for the basic Services available to you from having that Account.

16.              If you are set up with a Premium Account or change to a Premium Account of the relevant type there are no Charges for the basic Services available from having that Account of that type other than the subscription fee payable for the subscription period you have chosen as referred to below.

17.              A Client who has an Account will have to commit to a subscription period and for a Client who wants a Premium Account of the relevant type this must be for either three months, six months or twelve months duration and the Charges for the subscription period for such Premium Account increase accordingly. At the end of a subscription period for a Premium Account the Client must either renew the Account of that type for a further period as above and pay the Charges for doing so or change to a Premium Account of a different type and subscribe for a further period for that type of Account as above and pay the Charges for doing so or downgrade to a Basic Account failing which the Contract will terminate at the end of such subscription period.

18.              In addition to each party’s other rights to terminate the Contract set out in clause 8 of the general section of these Terms it is agreed a party may give notice to terminate the Contract under clause 8.2 in the general section of these Terms at any time after any cancellation period referred to in clause 3.5 in the general section of these Terms has expired if the Client has a Basic Account or with effect from the end of the subscription period for the Client’s Premium Account. If we have made changes in accordance with any of sub-clauses 3.12.1 to 3.12.4 (inclusive) in the general section of these Terms or to the Charges in accordance with clause 5.2 in the general section of these Terms and you have confirmed in writing you do not agree to the changes and have given such notice then we may in our discretion confirm in writing we accept your termination before the end of such period.

19.              The basic Services to which you are automatically entitled with a Basic Account or Premium Account of the relevant type by virtue of the type of Account are summarised as follows:

Basic Account:                           

You may include in your profile details of any work and/or services you are willing

to supply limited to a maximum job or service offers for this type of Account -currently limited to 2;

You may include in your profile details of any work and/or services you are wanting to be supplied with limited to a maximum job or service requests for this type of Account-currently limited to 10;

(Subject as above) you can include in your profile pictures in respect of such permitted offers or requests limited to 5 megabytes (“MB”) or as otherwise confirmed in writing and in accordance with our guidance confirmed in writing and user settings;

You can send unlimited e-mail invitations using the Website and the Services to other registered users and (unless otherwise confirmed in writing) to third parties who you know inviting them to become registered users;

You can request visitor reports in respect of your profile as confirmed in writing;

You can send to registered users or receive from registered users online recommendations using the Website and the Services in accordance with these Terms;

You can send to registered users or receive from registered users online advice using the Website and the Services in accordance with these Terms;

You can upload into your profile your pictures, movies and documents using the Website and the Services in accordance with these Terms; and

You enjoy such other Services from this type of Account as confirmed in writing.

 

 

Such Services are more particularly described in our supply literature.

 

 

Premium Account (Expert)

You may include in your profile details of any work and/or services you are willing

to supply limited to a maximum job or service offers for this type of Account-currently limited to 6;

You may include in your profile details of any work and/or services you are wanting to be supplied with limited to a maximum job or service requests for this type of Account-currently limited to 10;

(Subject as above) you can include in your profile pictures in respect of such permitted offers or requests limited to 20MB or as otherwise confirmed in writing and in accordance with our guidance confirmed in writing and user settings;

You can send unlimited e-mail invitations using the Website and the Services to other registered users and (unless otherwise confirmed in writing) to third parties who you know inviting them to become registered users;

You can request visitor reports in respect of your profile as confirmed in writing;

You can send to registered users or receive from registered users online recommendations using the Website and the Services in accordance with these Terms;

You can send to registered users or receive from registered users online advice using the Website and the Services in accordance with these Terms;

You can upload into your profile your pictures, movies and documents using the Website and the Services in accordance with these Terms; and

You enjoy such other Services from this type of Account as confirmed in writing.

 

 

Such Services are more particularly described in our supply literature.

     

Premium Account (Master)

You may include in your profile details of any work and/or services you are willing

to supply limited to a maximum job or service offers for this type of Account-currently limited to 10;

You may include in your profile details of any work and/or services you are wanting to be supplied with limited to a maximum job or service requests for this type of Account-currently limited to 10;

(Subject as above) you can include in your profile pictures in respect of such permitted offers or requests limited to 50MB or as otherwise confirmed in writing and in accordance with our guidance confirmed in writing and user settings;

You can send unlimited e-mail invitations using the Website and the Services to other registered users and (unless otherwise confirmed in writing) to third parties who you know inviting them to become registered users;

You can request visitor reports in respect of your profile as confirmed in writing;

You can send to registered users or receive from registered users online recommendations using the Website and the Services in accordance with these Terms;

You can send to registered users or receive from registered users online advice using the Website and the Services in accordance with these Terms;

You can upload into your profile your pictures, movies and documents using the Website and the Services in accordance with these Terms; and

You enjoy such other Services as confirmed in writing.

 

 

Such Services are more particularly described in our supply literature.

 

 

Unless otherwise agreed in writing you may not use the Website or any Services

to supply or make available any software or goods or to request or offer any contract involving the supply of work and materials and any offer or request for services is limited as provided above.

20.              Unless otherwise confirmed in writing there are no additional services you may subscribe for and to which you are not automatically entitled by virtue of the type of Account. We may notify you of any additional services.

Such Services are more particularly described in our supply literature.

21.              Except as expressly provided in these Terms we do not conduct any check or other search on you or any registered user or other third party and we do not verify or monitor any Document or other information supplied or made available by you or any registered user or other third party on the Website or using any of the Services or otherwise. You authorise us to supply or make available any Document or other information to third parties in accordance with the Contract and if we do not breach our Privacy Policy to enable us to carry out any such check or search, to process any payment made by you, to perform the Contract and for such other purposes agreed in writing.

22.              If at any time you believe that you are entitled to use or obliged to use the Website or any Services other than in accordance with the Contract or are otherwise entitled to act or obliged to act contrary to the Contract by virtue of any provision under any mandatory laws (either in English law as the applicable law of the Contract or under other law which would apply despite English law as the applicable law) or the decision of a competent authority you must give to us not less than 30 days notice before you act contrary to the Contract providing us with reasonable details to enable us to consider the situation and assess whether we may in our discretion, either vary the Contract or provide an alternative remedy.

23.              The Website and the Services and any Software, Documents or other information or property supplied or made available by us belong to us or the relevant third party provider and (subject to licence wording as provided in this specific section of these Terms below as regards online services using the Website and services which involve use of Software) your rights are limited to a non-exclusive licence as referred to in clause 4.9 in the general section of these Terms. You do not own any reports supplied by us in respect of the type of Account or their content and such reports and their content are (subject as provided above) supplied on a non-exclusive licence as referred to in clause 4.9 in the general section of these Terms.

24.              You may not use or copy the Website (including the layout and content and any associated database) or any Software or any Documents or other information or other property created, supplied or made available by us or any other registered user or third party in whole or in part except as expressly permitted in writing and to the extent necessary to enable you as a registered user to use the Website and be supplied with the Services in accordance with the Contract and otherwise with the consent in writing of the Supplier and (if supplied or made available by another registered user or third party) of the registered user or other third party and then only for permitted purposes or as otherwise expressly permitted by law. You shall not make use of for any commercial purpose or sell or transfer or derive any commercial benefit for you or a third party from any of the foregoing subject matter or IPR in or in respect of such subject matter except as expressly permitted as referred to in this clause 24.

25.              You may use the Website or any Services in accordance with these Terms to contact another registered user, or any third party you know limited to inviting him to become a registered user. Subject to the foregoing you must not use the Website or any Services to send unsolicited messages and/or for marketing and advertising purposes or in breach of the Contract.

26.              In making any recommendation or other comments or supplying or making available any other information concerning any registered user or other third party you must do so in a fair and reasonable, complete and accurate manner but do not do so in breach of these Terms or applicable law.

27.              You must not use the Website or any Services or supply or make available any Software or any Documents or other information or property using the Website or any Services or otherwise in breach of these Terms or of applicable law. This includes if in our opinion use or information:

(a)              is fraudulent, offensive, menacing, abusive, obscene, indecent, pornographic, discriminatory, defamatory or infringes our IPR or other legal rights or of a registered user or other third party or is illegal;

(b)              causes the Website or any Services to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Website or Services is in any way impaired; or

(c)              (without prejudice to (a) or (b)) is likely to result or results in an actual or anticipated claim against us or loss (in whole or in part) (temporarily or permanently) of the services of our ISP’s or other suppliers; or

(d)              breaches our policies confirmed in writing.

Without prejudice to our other rights and remedies we may reject, remove or modify any Documents or other information you submit to include or upload (or include or upload) on our Website or submit for transmission (or transmit) by an e-mail or text-message or other agreed method of communication in each case without liability to you or any third party.

28.              The exercise of editorial control is in our discretion and whether or not we do so we are not, responsible or liable to you or a third party for the original or modified Documents or other information You recognise that we may have no or limited editorial control over content of any e-mail, text message or other electronic communication generated automatically by Software, hardware or other equipment or automated processes used by us.

29.              It is in our interest to protect our reputation and goodwill and of our business,   and in particular in or in respect of the Website and the Services and all names, trade and service marks, logos and designs used by us (including our company name and the names and/or marks “The Blue Bee Corporation” and “Working-Bees” and any other names and/or marks which are the same or substantially similar used by us, the domain name “working-bees.com” and any other domain name which is the same or substantially similar (but for the domain name ending “. com”) used by us and any other business name, brand or product name or domain name and/or any logo or design used by us), as we think fit. If we suspend your Account and/or our performance or terminate the Contract in circumstances when you are subject to an Insolvency Event or in breach of the Contract we may if we think fit disclose this fact and the reasons for it to any registered user or other third party on such terms as we think fit.

30.              Subject only to any pre-existing proprietary rights of any third party and your rights as data subject under the Data Protection Act 1998 in respect of your personal data (including sensitive data), you agree that:

(a)  (in addition to subject matter in clause 4.7 in the general section of these Terms) the property and all rights and IPR in or in respect of all data and other information and goodwill generated from use of the Website and the Services and from the Software, Documents or other information and other property created, supplied or made available by us solely belong to us;

(b)  we have a licence under clause 4.9 in the general section of these Terms to use data and other information supplied or made available by you and all IPR in or in respect such information for the purposes supplied or made available and for such other purposes for which your consent has been given but such licence shall be irrevocable and perpetual and shall survive cancellation or termination or expiry of the Contract for any such agreed purpose intended to continue or capable of continuing thereafter; and

(c)  you waive all moral rights (if any) in respect of all data and other information referred to in (a) and (b) above to the fullest extent permitted by law.

31.              Permitted use under a licence from you referred to in these Terms (including in clause 30 above) includes the right to receive, hold, process or otherwise use Documents and other information supplied or made available by you and IPR in or in respect of such Documents and information in accordance with the Contract and otherwise with your consent. Such use  includes a right to copy, prepare derivative works of, remove, modify, improve, publish or distribute, disclose and in all other respects to use and commercialise such Documents and information in accordance with the Contract and for such other purposes for which your consent has been given. This includes use on or using the Website (including any layout or content or associated database) and/or for supply of the Services, and for marketing and advertising purposes and supply of other goods and/or services to you or any other registered user if we are not in breach of the Contract or of our policies confirmed in writing (and in particular our Privacy Policy).

32.              If you have a grievance or dispute with any other registered user or third party you should give notice to us giving reasonable details. We are not responsible for that grievance or dispute or required to investigate or carry out any grievance or dispute resolution and, subject as otherwise provided in the general section of these Terms (and in particular clause 6.4) you should take up such grievance or dispute directly with the other person and feedback the results to us.

33.              We may in our discretion and without being under obligation to do so investigate any grievances or disputes you have with any other registered user or third party and may discuss any investigation with all involved parties. If in our opinion a registered user is at fault our rights and remedies include:

(a)        we may allow the registered user to continue to use his Account and the    Website and/or be entitled to be supplied with services under his contract; or

            (b)        we may suspend the Account and use of the Website of the registered user          and/or the supply of the services to him in whole or in part; or

            (c)        we may terminate the contract with the registered user by notice from us but         if the subject matter is a material breach of the contract such notice to     terminate being given on the basis provided in clause 8.3.2 in the general      section of these Terms and otherwise as provided above in these Terms

            but our investigation and the exercise of our rights and remedies does not affect your rights and remedies against the other registered user or third party.

34.       A director of the Supplier and any other person to whom whilst such person is a director he delegates requisite authority and whose details are confirmed in writing to you is an authorised person under clause 7.1 of the general section of these Terms.

35.       Any notice or other communication should be made in accordance with the Contract and in the case of a notice or communication  to the Supplier marked for the attention of the person referred to in clause 34 above or as we otherwise confirm in writing.

36.       The limits on liability in the general section of these Terms apply together with any additional limits or disclaimer wording provided in this specific section.

37.       Nothing in the Contract is intended to prevent or restrict any receipt, possession, processing and other use and disclosure by us or our personnel, agents and contractors of any Documents, information or other property supplied or made available by you or a third party if either it is agreed in writing that the subject matter belongs to us or the subject matter is supplied or made available under any licence granted to us by you or such third party and the foregoing is permitted under such licence or the foregoing is otherwise expressly permitted by law.

38.       Unless otherwise expressly stated any reference in these Terms to applicable law is to English law and clause 12 of the general section of these Terms shall apply. Please note that if you are dealing with us as a “consumer” then under certain mandatory laws referred to in clause 22 above you may be entitled to take legal action against us in the jurisdiction applicable to you as an individual by reason of your domicile and/or we may be obliged to take legal action against you in that jurisdiction and accordingly clause 12.3 in the general section of these Terms, and in particular exceptions to exclusive jurisdiction of the courts of England and Wales in clause 12.3, shall take that into account.

   

PAYMENT OF CHARGES AND OTHER SUMS

 

 

1.         There is a subscription fee for a Premium Account depending on the          subscription period chosen by you and any available discount confirmed in writing.             The basic subscription fee per month before any such discount is a Charge of £7.99             for an Expert Account and of £12.99 for a Master Account and depending on the       following subscription period chosen the Charges for that period are the number of           months multiplied by the monthly fee

            Subscription Period                                                                         Fee (£)

            Three Months              (Expert)                                                           23.97

(Master)                                                           38.97

            Six Months                  (Expert)                                                           47.04

(Master)                                                           77.94

            Twelve Months            (Expert)                                                           95.88

(Master)                                                           155.88

            or (if different) the fee(s) confirmed in writing to you before the Contract Date.

            These Charges do not include other sums payable to us or a third party under       section 5 in the general section of these Terms in respect of your subscription.

2.         If you set up a Premium Account you can choose one of two subscription

            fee payment arrangements involving either monthly instalments in advance or a    single aggregate payment in advance and the arrangement may entitle you to a            discount as confirmed in writing. Further details of the payment arrangements and of           any such discounts are as confirmed in writing to you before the Contract Date.

3.         You may have received a Promotional Code issued by us which will entitle you to set        up a Premium Account at a better discounted subscription fee than the above.      Promotional Codes are issued in our discretion as we see fit and are only available    for use by a person who is not a registered user and who meets issue conditions.

4.         In addition to the Charges above if you want to subscribe for Services which you are         not automatically entitled to with a Basic Account or Premium Account you must pay            the Charges for such services as confirmed in writing to you before our supply.

5.         We reserve the right to modify the Charges in accordance with clause 5 in the      general section of the Terms and such modified Charges and any other sums      payable by you in connection with the changes shall be confirmed in writing as soon   as practicable. In addition to the Charges you must pay any other   sums referred to             in clause 5 in the general section of the Terms and these will be confirmed in writing         to you before the Contract Date or (failing that) as soon as practicable.

6.         All payments of the Charges and other sums must be made to us or a third party in          accordance with clause 5 in the general section of the Terms and on such dates      confirmed in writing by us. We reserve the right to obtain validation of credit or debit   card details or any other agreed payment method and payment limits before we       allow you to use the Website as a registered user and/or be supplied with Services.          Any payment which cannot be made by your agreed payment method is payable on        demand or as otherwise confirmed in writing by us.

7.         Unless otherwise confirmed in writing by us all Charges and other sums due and payable to us or a third party in respect of use of the Website and/or for the Services          are payable in advance and you may not use your Account before payment in full.

8.         If any sum to which we or a third party is entitled is stopped or has to be repaid in whole or in part by law then we and/or the third party entitled may treat the sum or part as never having been paid and exercise rights and remedies accordingly.

9.         If any sum to which we or a third party is entitled is not made in sterling (£) or (if different) the currency stated in our invoice we may apply the appropriate exchange rate of The Royal Bank of Scotland Plc on the date of receipt and you must make good any deficiency in the payment in sterling (£) or (if different) the currency stated in our invoice on demand from us.

10.       Subject as provided above we will hold your credit or debit card details and related Account subscription and payment details on a secure server and for your convenience take payments automatically of all Charges and other sums payable by you without the need for any further or renewed authority. You authorise us to make that information available to a third party to enable the payment to be made by you and to any third party to whom any such payment is to be made by you.

11.       If your credit or debit card details and related Account subscription and payment details change for any reason (including if you change card provider or the third party involved in making the payment or your payment using your credit card or debit card or other payment method cannot be made because your card or agreed method of payment has been cancelled or expired or is subject to and/or exceeds any payment limits) you must notify us immediately so that we can modify the information that we hold and provide it to any third party as referred to in clause 10 above.

12.       You must ensure you have sufficient funds to make payment of all Charges and other sums under the Contract and that your card provider or other third party involved in making payment to us or a third party has full authority from you to make payment.

13.       You must notify us immediately if your credit or debit card or other agreed payment method is cancelled or payment is stopped or delayed by you or a third party.

14.       You will be able to check and monitor your Account subscription details and payment details in respect of your Account online using the Website. If we send an invoice to you we will do so by first class post or by facsimile, e-mail or other agreed method of communication or as otherwise required by law.

15.       We will not issue an invoice for interest or amounts payable direct to third parties. We are not obliged to schedule or itemise the subject matter of any Charges or other sums in any invoice or otherwise except as agreed in writing or required by law.

16.       If you believe a payment has been made to us or a third party in error then you must promptly give notice to us and unless we agree in writing with you that the payment be retained as a credit against any further liability under the Contract we will refund any payment made to us in error within 14 days of our receipt of your notice or request the third party refunds payment made to it in error within 14 days of our receipt of your notice. An error for these purposes includes if as a result of the application of any exchange rate referred to in clause 9 above you have overpaid us.

17.       Cancellation, termination or expiry of the Contract does not affect our rights or a third party’s rights to payment to which we or such third party are entitled and we or such third party may take such steps as we or they think fit to recover payments from you including in respect of commitment to use the Website or for any Services after the date of cancellation, termination of expiry.

18.       Our rights and remedies under clause 3, 8 and 11 in the general section of these Terms apply in addition to any other rights and remedies available in law

 

 

ONLINE SERVICES AND SERVICES WHICH INVOLVE USE OF SOFTWARE

 

 

1.         Unless otherwise agreed in writing all Services shall be supplied online using the Website. The supply of Services may involve permitted use of Software and of other Documents and information and other property supplied or made available to you. 

2.         Details of the Services and/or the Software and of any other Documents and information or other property to be supplied or made available to you and the extent of your permitted use of the Website and/or to be supplied with the Services and/or your permitted use of the Software and of any such other Documents and information or other property shall be set out or referred to in the Acknowledgement or otherwise confirmed in writing. Your permitted use may be a more restricted use than that for which the Website and the Services and/or the Software or such other Documents and information or other property may otherwise be used and in any event is subject to such exceptions and qualifications as confirmed in writing. We may provide for a more restricted permitted use for different registered users and/or other persons subject to any such exceptions and qualifications.

3.         Software we agree in writing to supply or make available, and in particular to enable you to be supplied with Services online, shall only be supplied or made available by sign in to use your Account by correct use of your e-mail address and password and supplied or made available via our Website unless otherwise agreed in writing. Unless otherwise agreed in writing only you may use your Account and you as registered user are responsible for the security of your e-mail address and password used to sign in on the Website and use of your Account.

4.         Subject as provided above:

(a)        the Software we agree in writing to make available to you shall be made available on the Contract Date or (if later) such other date confirmed in writing or as soon as practicable thereafter;

(b)        we shall make the Software available in the agreed manner and (subject to that) in object code form only and not make the source code available;

(c)        we shall also make available on the Contract Date or (if later) such other date confirmed in writing or as soon as practicable thereafter all such Documents (including associated documents) and information and all such other property as confirmed in writing to enable you to make permitted use of the Website and/or Services and/or the Software and for such other purposes as agreed in writing;

(d)        we grant or agree to use all reasonable endeavours to procure the relevant third party provider grants to you a non-exclusive licence on the basis set out in clause 4.9 in the general section of these Terms to use the Website and/or Services and/or the Software to the extent necessary for permitted use and also to use all such Documents (including associated documents) and information and all such other property supplied or made available by us to enable you to make permitted use of the Website and Services and/or the Software and for such other purposes as agreed in writing but such licence shall only be for the purpose supplied or made available by us to you and shall not survive cancellation or termination or expiry of the Contract;

(e)        we may suspend any licence to you referred to at clause 4 (d) above in connection with  suspension of your Account and use of the Website as a registered user and/or the supply of the Services in whole or in part; and

(f)         we may also suspend or terminate any licence to you referred to at clause 4 (d) above in other circumstances set out or referred to in the Acknowledgement or otherwise confirmed in writing.

5.         Unless otherwise set out or referred to in the Acknowledgement or otherwise agreed in writing, we are under no obligation to carry out any development, maintenance or technical support of our Website (including the layout and content and any associated database) and/or the Services and/or the Software or any Document or other property (including any design and development work and improvements and/or any supply of a new release or update of our Website (including the layout and content and any associated database) and/or the Services and/or the Software or any Document or other property) and if we agree in writing to do so this is subject to payment of such Charges and additional sums for those additional services as confirmed in writing. Any subject matter arising from such additional services shall (if applicable) become subject to any licence to you referred to at clause 4 (d) above and in particular reference to the Software or any Document or other property includes such new or modified Software or Document or other property.

6.         Subject as provided above, if Software is supplied or made available by us and the Services include us hosting any data using the Software:

            (a)        we shall use all reasonable endeavours to host all data inputted by you in permitted use of the Services and/or the Software which we have agreed in writing to host using the Software and (subject to that) to store such data in a secure environment and (unless otherwise agreed in writing) in an encrypted form and shall host that data for such period as set out or referred to in the Acknowledgment or (if earlier) to such date prescribed by applicable law or (as the case may be) (if earlier) until termination of your licence to use the Software but we have no obligation in respect of data hosted by you or a third party;

            (b)        we shall use all reasonable endeavours to allow access for you as a registered user to the data we have agreed in writing to host for you using the Software and such access is part of the permitted use of the online services and/or the Software unless otherwise confirmed in writing;

            (c)        (subject only to any third party’s rights and as provided in clause 6 (e) and (f) below) all the data referred to in clause 6 (a) above and all property and all rights and IPR in or in respect of that data shall at all times belong to you or the relevant third party provider;

(d)        you grant or agree to use all reasonable endeavours to procure the relevant third party provider grants to us a non-exclusive licence on the basis set out in clause 4.9 in the general section of these Terms to use the data referred to in clause 6 (a) above to perform the Contract and for such other purposes agreed in writing (including connected to our use referred to in clause 6 (e) and/or 6 (f) below) but such licence shall be irrevocable and perpetual and shall survive cancellation or termination or expiry of the Contract for any such agreed purpose intended to continue or capable of continuing thereafter;

            (e)        (subject only to any third party’s rights) all data inputted by us and hosted by us using the Software and all other data processed or enabled by use of the Services and/or the Software and/or otherwise created, supplied or made available by us in the supply of Services by us to you or any third party (excluding from the foregoing the data referred to in clause 6 (a) above) and all property and all rights and IPR in or in respect of such data shall at all times solely belong to us or the relevant third party provider;

            (f)         (subject only to any third party’s rights) we may use all data referred to in clause 6 (a) above and/ or all data referred to in clause 6 (e) above and/or all other data not within clause 6(a) or (e) above (including data which is inputted by us or a third party and hosted using the Software and/or processed or enabled by use of the Services and/or the Software and/or otherwise created, supplied or made available by us in the supply of Services by us to you or any third party (and in such use may search for, analyse and collate data, aggregate and/or create links between data, create any Document or other subject matter using any data, make any data or Document or other subject matter created using any data available to third parties and otherwise share representations of data or Documents with third parties), on such basis and for purposes agreed in writing. You agree we may do so for any purpose confirmed in writing, including for reporting and other functions in use of the Services and/or the Software and/or otherwise in the supply of Services by us to you. In addition to our rights in respect of data referred to in clause 6 (e) and our database rights, all property and all rights and IPR in or in respect of new or derivative data (including collated and aggregated data) or any Document or other subject matter created using data and in or in respect of data links shall at all times solely belong to us; and

(g)        (save as stated above and in other agreed circumstances confirmed in writing (including access if we terminate your licence to use the Website and/or Services and/or Software referred to in clause 4 (d) above or if access is required by law)) our access to the data inputted by you and hosted and stored by us using the Software is (unless otherwise stated in these Terms) subject to your consent in writing (not to be unreasonably withheld).

7.         If we believe any use of the Website and/or the Services and/or the Software or of any Documents or other information or other property whether or not supplied or made available by us is in breach of the Contract and/or has or is likely to give rise to a third party claim then (without prejudice to our other rights and remedies) we may require you to provide such Documents and other information and assistance as we reasonably request (including access to data, and (if applicable) to delete, vary or transfer data, stored by us) and if you fail to do so or if having done it it is established that we are correct in our belief then we may:

            (a)        suspend your Account and use of the Website as a registered user and/or the                   supply of the Services in whole or in part and/or use of the Software or of any                        Documents or other information or other property in whole or part or terminate                       the Contract; and/or

(b)        delete, vary or transfer data stored by us;

in each case without liability to you or any third party.

8.         Unless otherwise agreed in writing, it is your sole responsibility:

(a)        to notify us of any unauthorised use of the Website and/or the Services and/or Software or of any Documents or other information or other property supplied or made available by us and do so as soon as practicable after you become aware of the same;

(b)        (without prejudice to clause 8 (a) above) to notify us of any unauthorised use and/or any unauthorised input and/or unauthorised alteration of any content and/or materials or of any other Documents or information or other property and do so as soon as practicable after you become aware of the same;

(c)        to at all times have regard to our policies confirmed in writing and applicable law (and in particular on confidentiality and data protection) and to use all reasonable endeavours to ensure that any requisite third party consent is available which will enable the parties to process or use or disclose data as referred to above;       

(d)        to ensure that you have all requisite systems, software, equipment and/or other property as will enable you to access and use our Website and/or the Services to the extent necessary for permitted use of the Website and/or the Services and/or the Software and also to access and use all Documents or other information and all other property supplied or made available by us to enable you to make permitted use of the Website and/or Services and/or the Software and for other purposes agreed in writing;

            (e)        to maintain strict confidentiality in respect of your Account and your e-mail and password used to sign in and not to allow any other person to use your Account or e-mail and password or using your Account to access and/or use the Website and/or the Services and/or the Software or any Documents or other information or to subscribe for additional services;

            (f)         if you are unable to access and/or use the Website and/or the Services and/or the Software or any Document or other information or other property in any circumstances which are not a breach of Contract by us;

(g)        if you or any of your personnel, agents or contractors or any other third party (and in particular a third party for whom you have agreed in writing to be responsible for or are otherwise responsible in law or a third party in circumstances when you or your personnel, agents or contractors are at fault) make unauthorised use of the Website and/or the Services and/or Software or of any Documents or other information or other property supplied or made available by us and to notify us as soon as practicable after you become aware of the same; and

(h)        (without prejudice to clause 8 (g) above) if you or any of your personnel, agents or contractors or any other third party (and in particular a third party for whom you have agreed in writing to be responsible for or are otherwise responsible in law or a third party in circumstances when you or your personnel, agents or contractors are at fault) make any unauthorised use and/or any unauthorised input and/or unauthorised alteration of any content and/or materials or of any other Documents or information or any other property.

9.         You are solely responsible for any report in any form or any other Document created by you whether or not using the Services and/or Software or otherwise.

10.       Any reference in clause 10.5 in the general section of these Terms to a third party includes your personnel, agents and contractors and any other third party who you have agreed in writing to be responsible for or are otherwise responsible for in law and any reference in that clause 10.5 to any documents (including deeds) includes separate or collateral agreements made by a third party with us in such form as we think fit.

 

 

ANCILLARY PROVISIONS AS REGARDS USE OF ONLINE SERVICES AND   SOFTWARE (SUBJECT AS PROVIDED ABOVE IN THIS SPECIFIC SECTION)

 

 

1.         If we agree to provide Services which involve use of our Website and/or online services and/or Software then unless otherwise agreed in writing:

(a)        we have no obligation to monitor any use by you or any registered user or other third party of the Website and/or the Services and/or the Software or of any other Documents or information or other property whether or not supplied or made available by us (including any Documents or other information or other property supplied or made available by us to enable you to make permitted use of the Website and/or the Services and/or Software and for such other purposes as agreed in writing);

(b)        the Software and/or any Documents or other information or other property supplied or made available by us to enable you to make permitted use of the Website and/or Services and/or the Software and for such other purposes as agreed in writing must not be used with any other system, software, equipment or other property (and in particular which may prevent or restrict use of or is incompatible with use of the Website and/or Services and/or the Software and/or in breach of the Contract (and in particular of your permitted use));

(c)        no copies of our Website (including layout and content and any associated database) and/or the Services and/or the Software or of any Documents or other information or other property supplied or made available by us may be made or authorised by you or any registered user or other third party in whole or in part nor may you or any such third party reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code of the Software or (if applicable) otherwise replicate or create any derivative works of any Document or other property for any purpose save to the extent expressly permitted by law;

(d)        we may make changes to our Website (including layout and content and any associated database) and/or the Services and/or Software or to any Documents or other information or other property supplied or made available by us or to any configuration and/or functionality or to access and/or use of any of the foregoing as we think fit (including changes from development, maintenance or technical support);

(e)        use is subject to periods of downtime (including for development, maintenance or technical support) and other circumstances set out or referred to in the Acknowledgement or otherwise confirmed in writing when use is prevented or restricted in addition to unforeseen circumstances and those which are Force Majeure and have such effect;

(f)         development, maintenance or technical support of our Website (including layout and content and associated database) and/or the Services and/or the Software or any Document or other property (including any design and development work and improvements and/or any supply of a new release or update of our Website (including layout and content and associated database) and/or the Services and/or the Software or any Document or other property) shall not be carried out by you or a third party engaged by you and shall be limited to development, maintenance or technical support performed by us or our personnel, agents or contractors at our premises and/or in such other manner agreed in writing (including (if applicable) by provision on our Website of online support materials updated periodically by us as we think fit and/or by remote support by telephone, facsimile, e-mail, text message or other communication methods as we think fit without the need for any physical attendance) during our normal office hours on business days and at such other times and on such other dates agreed in writing;

(g)        the Charges do not include any development, maintenance or technical support of our Website (including layout and content and associated database) and/or the Services and/or the Software or any Document or other property (including design and development work and improvements and/or supply of any new release or update of our Website (including layout and content and associated database) and/or the Services and/or the Software or any Document or other property);

(h)        (subject only to any third party’s rights) all subject matter created, supplied or made available in development, maintenance or technical support of our Website (including layout and content and associated database) and/or the Services and/or the Software or any Document or other property (including design and development work and improvements and/or any new release or update of our Website (including layout and content and associated database)  and/or the Services and/or the Software or any Document or other property) and all property and all rights and IPR in or in respect of such subject matter shall at all times solely belong to us or the relevant third party provider; and

(i)         (in addition to subject matter referred to in clause 1 (h) above and subject only to any third party’s rights) all subject matter created, supplied or made available for use (or capable of use) in connection with our Website (including layout and content and associated database) and/or the Services and/or the Software or any Document or other property (including design and development work and improvements and/or any new release or update of our Website (including layout and content and associated database) and/or the Services and/or the Software or any Document or other property) and all property and all rights and IPR in or in respect of such subject matter shall at all times solely belong to us or the relevant third party provider.

2.         If we agree in writing to provide Services which involve use of our Website (including layout and content and associated database) and/or online services and/or Software then you must comply and use all reasonable endeavours to procure compliance by your personnel, agents and contractors with:

            (a)        our guidance on use of our Website and/or the Services and/or the Software, including such recommendations we may in our discretion make and which we intend as guidance only as to any system, software (including any “browser”) and/or other equipment and other property that you may need to enable you to do so;

            (b)        our Privacy Policy and such other of our policies confirmed in writing;

            (c)        all terms and conditions for use of third party property, including Software, as set out or referred to in the Acknowledgement or otherwise confirmed in writing; and

            (d)        all other terms and provisions of the Contract in respect of such use and use of any Documents or other information or other property supplied or made available by us (and in particular as regards permitted use).

3.         Save as otherwise agreed in writing, we have no responsibility for use of our Website and/or the Services and/or the Software or of any other Documents or information or any other property whether or not supplied or made available by us (including any Documents or other information or other property supplied or made available by us to enable you to make permitted use of the Services and/or Software and for such other purposes as agreed in writing) and you are solely responsible for monitoring such use. Without prejudice to the generality of the foregoing you agree to be responsible for use of your Account and e-mail address and password to sign in and ensuring use of our Website and/or the Services and/or the Software or of any Documents or other information or property is at all times in accordance with the Contract.

4.         If Software is supplied or made available to you which is owned or supplied by a third party then it is supplied or made available on the basis that you accept and agree to the terms of use of the end user licence agreement or other applicable licence terms of any such relevant third party provider. If and to the extent that such licence terms conflict with these Terms then those licence terms apply to the extent of the conflict as regards the rights and obligations as between you and the third party.

 

 

MOBILE

SERVICES (SUBJECT AS PROVIDED ABOVE IN THIS SPECIFIC     SECTION)

 

 

1.         Certain Services may only be available via your mobile phone or accessible on your          mobile phone only using certain Software available as a downloadable application.      In using such Services you agree:

(a)        that we may communicate with you by text message or other electronic                            means to your mobile device and that certain information about your use of                the Services may be communicated to us; and

(b)        use of the Services may cause icons and data to be displayed on and through your mobile device, which data may be updated on a periodic basis by connecting to or transferring data from servers through the Internet and/or communication systems to provide content updates and to populate your mobile device with new data.

2.         If you change your mobile telephone number you must promptly notify us of this and         of your new telephone number and you should update your contact information. If          you sell or otherwise dispose of or lose your mobile device then we recommend you             obtain a new mobile device with a change of mobile telephone number if you are no   longer able to use the old mobile telephone number.

3.         You are responsible for your mobile device, its use and functionality and security.

4.         Use of the Services may result in charges imposed by your service provider and you        are responsible for payment of those charges.

5.         Downloading, installing or using certain Services and/or Software may be prohibited         or restricted by your service provider and/or such Services and/or Software may not          be available for download on or be compatible with your device, its use and        functionality.

6.         By downloading the Software to enable you to use the Services you are explicitly   confirming your acceptance of the third party supplier mobile end user licence         agreement or other applicable licence terms provided at download.

 

 

DATA AND DATA PROTECTION (SUBJECT AS PROVIDED ABOVE IN THIS SPECIFIC SECTION)

 

 

1.         Each party agrees to comply with their respective obligations under the Data Protection Act 1998 in respect of personal data (including sensitive data) of the other party or any third party supplied or made available under or in connection with the Contract and to provide all information and assistance requested in writing to the other party for it to comply with such applicable law. Subject to the foregoing each party shall use all reasonable endeavours to protect the identity of persons and their personal data (including sensitive data) supplied or made available to it under or in connection with the Contract and only possess, process or otherwise use and disclose such data in accordance with the Contract and for other purposes agreed in writing (in each case subject to any requirement for the consent of a data subject who is not a party to the Contract) or as otherwise expressly permitted by law.

2.         Subject only to any third party’s rights, all personal data (including sensitive data) and other data and information created, supplied or made available by us and all property and all rights and IPR in or in respect such data and information shall at all times solely belong to us or the relevant third party provider.

3.         If you possess, process or otherwise use and disclose personal data (including sensitive data) or other information of a third party, or we do so having received such data or other information from you or your personnel, agents or contractors or any other third party  (and in particular a third party for whom you have agreed in writing to be responsible for or are otherwise responsible in law or a third party in circumstances when you or your personnel, agents and contractors are at fault) (including on the Website and/or using the Services and/or the Software), in accordance with the Contract or for other purposes agreed in writing then it is your responsibility (unless such third party is a registered user and has given any requisite consent) to use all reasonable endeavours to ensure that such third party has given any requisite consent and/or assist us in doing so in particular that such consent extends to possession, processing or other use and disclosure by either party and any relevant third party in accordance with the Contract and for other purposes agreed in writing. Your indemnity in clause 6.8 in the general section of these Terms extends to such data and information and any claim by that third party.

4.         By you supplying or making available personal data (including sensitive data) or other information to us (including on the Website and/or using the Services and/or any Software) you warrant that we may possess, process or otherwise use and disclose such data and other information in accordance with the Contract and for other purposes agreed in writing (without any requirement for the consent of a data subject who is not a party to the Contract) or as otherwise expressly permitted by law. You warrant that any registered user or third party may receive that data or other information from us or you (including on the Website and/or using the Services and/or the Software) and may possess, process or otherwise use and disclose such data and information for the purposes supplied or made available or otherwise as expressly permitted by law.

5.         You may only possess, process or otherwise use and disclose personal data (including sensitive data) or other information supplied or made available by any other registered user or third party (including on the Website) strictly in accordance with the Contract and otherwise only with the consent in writing of such third party.

6.         Each party agrees to comply with their respective obligations in our Privacy Policy.

 

 

ACCEPTABLE USE OF THE WEBSITE AND THE SERVICES (SUBJECT AS PROVIDED ABOVE IN THIS SPECIFIC SECTION)

 

 

1.         You agree not to use the Website or any Services and/or Software or any Documents

            or other information or property in breach of these Terms or our policies confirmed in

            writing including acts or omissions which we confirm in writing breach the Contract

            and/or our terms on permitted or acceptable use.

2.         Without prejudice to the foregoing Terms we regard the following as a breach of

of Contract and/or our terms on permitted or acceptable use and as such you agree you will not:

(a)   sell or transfer, use or sub-licence or delegate use of, copy, adapt, modify or create derivative works based on or otherwise commercially exploit or derive a commercial benefit from the Website and/or the Services or any Software, Documents or other information or property created, supplied or made available by us or any registered user or third party except as regards your own information and as expressly permitted by these Terms; or

(b)   reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any Software used to supply or make available the Website or Services or any part  or other Software supplied or made available by us or any third party except as expressly permitted by these Terms; or

(c)   include information in your profile or otherwise supply or make available personal data or information which is confidential in nature except to the extent that you are willing and authorised to allow access and/or use by us or any registered user or other third party in accordance with the Contract; or

(d)   imply or state, directly or indirectly, that you are affiliated with or endorsed by the Supplier or that you are personnel or an agent or contractor of the Supplier unless you have entered in to a separate written agreement with the Supplier which confirms that other involvement and basis; or

(e)   deep-link to the Website for any purpose except with the express consent in writing of the Supplier; or

(f)     use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages contained in the Website; or

(g)   use automated methods to add contacts, send messages or other permitted activities; or

(h)   access, via automated or manual means or processes, the Website for purposes of monitoring its availability, performance or functionality or for any competitive purpose; or

(i)      engage in “framing,” “mirroring,” or otherwise simulating the appearance or use or functionality of the Website; or

(j)      attempt to or actually access the Website by any means other than through the interface provided by the Supplier and using only a standard web browser; or

(k)    attempt to or actually override any security component included in or underlying the Website and/or any Services or Software; or

(l)      engage in any action that interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications using the Website and/or the Services, attempts to gain unauthorised access to the Website, or transmission or activation of computer viruses, trojans and other illegal programs or content; or

(m) remove any copyright, trade mark or service mark or other proprietary rights notices contained in or on the Website or any Software or Documents or other information or property supplied or made available by us or a third party, including those of both the Supplier or any relevant third party provider (including any licensor of any Software); or

(n)   remove, cover or otherwise obscure any form of advertisement included as part of the Website; or

(o)   use any information obtained from the Website and/or the Services to harass, abuse or harm another person or cause any other loss or damage; or

(p)   collect, use or transfer any information, including but not limited to, personal data or other information supplied or made available by us or a third party (including from the Website and/or the Services) except as expressly permitted by these Terms or with the consent of the third party; or

(q)   interfere with or disrupt the Website, its use or functionality including but not limited to any servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website and/or use of the Services; or

(r)     invite people with whom you have no prior relationship to join your network or to become a registered user of the Website except as permitted by these Terms; or

(s)   upload a cartoon, symbol, drawing or any content (other than a photograph of yourself) in your profile photo and which meets our requirements; or

(t)     create a false identity on the Website or using the Services; or

(u)   use or do anything which infringes the names, trade marks, service marks, logos and designs used by the Supplier or a third party and any IPR of the Supplier or a third party without consent in writing from the Supplier or such third party; or

(v)    upload, post, email, transmit or otherwise supply or make available or initiate any information that:

                                                                                       i.      falsely states, impersonates or otherwise misrepresents your identity, including the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with any person, past or present; or

                                                                                     ii.      includes any personal data for which there is not a field provided for inclusion in your profile for the Website; or

                                                                                    iii.      includes information that you do not have the right to use or disclose or otherwise supply or make available; or

                                                                                   iv.      includes any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation. This prohibition includes but is not limited to (a) using the Website to send messages to people who do not know you or who are unlikely to recognize you as a known contact; (b) using the Website to connect to people who do not know you and then sending unsolicited promotional messages to those direct connections without their permission; and (c) sending messages to distribution lists, newsgroup aliases, or group aliases; or

                                                                                     v.      contains computer viruses, trojans or any other illegal program or content; or

                                                                                   vi.      forges headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted.