VERSION: 2ND JULY 2021

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions:

                    Account: means an account required for a User to access and/or use certain areas of Our Site, as detailed in clause 2.

                    Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

                    Charges: the charges payable by the Client for the supply of the Services in accordance with clause 3.

                    Client: the person or firm who purchases Services from the Supplier.

                    Client Default: has the meaning set out in clause 4.2.

                    Commencement Date: 2nd July 2021

                    Conditions: these terms and conditions as amended from time to time in accordance with clause 17.5.

                    Content: any and all text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a computer that appears on, or forms part of, Our Site.

Contract: the contract between the Supplier and the Client for the supply of Services in accordance with these Conditions.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Controller: shall have the meaning given to it in applicable Data Protection Laws from time to time.

Data Protection Laws: means, as binding on either party or the Services:

a) the GDPR;

b) the Data Protection Act 2018;

c) any laws which implement any such laws; and

d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;

Data Protection Supervisory Authority: means any regulator, authority or body responsible for administering Data Protection Laws;

Data Subject: shall have the meaning given to it in applicable Data Protection Laws from time to time;

GDPR: means the General Data Protection Regulation, Regulation (EU) 2016/679;

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Our Site: www.janemather.co.uk and the sub-domain www.academy.janemather.co.uk

Paid Content: digital content made available for sale via the Site.

Personal Data: shall have the meaning given to it in applicable Data Protection Laws from time to time;

Personal Data Breach: shall have the meaning given to it in applicable Data Protection Laws from time to time;

Processing: has the meaning given to it in applicable Data Protection Laws from time to time (and related expressions, including process, processing, processed, and processes shall be construed accordingly);

Processor: shall have the meaning given to it in applicable Data Protection Laws from time to time;

Protected Data: means Personal Data received from or on behalf of the Client in connection with the performance of the Supplier’s obligations under the Contract;

Services: the services, including the Deliverables, supplied by the Supplier to the Client as set out in the Specification.

Specification: the description or specification of the Services provided by the Supplier to the Client in accordance with the Supplier’s Academy sales page via the Site.

Sub-Processor: means any agent, sub-contractor or other third party (excluding its employees) engaged by the Supplier for carrying out any processing activities on behalf of the Client in respect of the Protected Data such as PayPal and Stripe.

Supplier: Jane Mather Ltd, a company registered in England and Wales with company number 05368061, whose registered address is c/o YouNique Wellbeing Studios, 11a Windmill Drive, Bexhill, East Sussex TN39 4DG.

User: a user of Our Site.

User Content: any content submitted to Our Site by Users including, but not limited to, product and service reviews, and blog comments

1.2 Interpretation:

(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Terms of Use

2.1 These Terms of Use set out the terms for Our Site. Please read these Terms of Use carefully and ensure that you understand them. Your agreement to comply with and be bound by these Terms of Use is deemed to occur upon your first use of Our Site. If you do not agree to comply with and be bound by these Terms of Use, you must stop using Our Site immediately. These Terms of Use also apply to the sale of Paid Content.

Access to Our Site

2.2 Access to Our Site is free of charge.

2.3 It is the User’s responsibility to make any and all arrangements necessary in order to access Our Site.

2.4 Access to Our Site is provided “as is” and on an “as available” basis. The Supplier reserves the right to alter, suspend or discontinue Our Site (or any part of it) at any time and without notice. The Supplier will not be liable to the User in any way if Our Site (or any part of it) is unavailable at any time and for any period.

2.5 Certain parts of Our Site (including the ability to purchase Paid Content from Us) may require an Account in order to access them.

Accounts

2.6 A User may not create an Account if they are under 18 years of age. If a User is under 18 years of age and wish to use the parts of Our Site that require an Account, their parent or guardian should create the Account for them and they must only use the Account under supervision.

2.7 When creating an Account, the information the User provides must be accurate and complete. If any of your information changes at a later date, it is the User’s responsibility to ensure that their Account is kept up-to-date.

2.8 The Supplier recommends that the User choose a strong password for their Account, consisting of a combination of lowercase and uppercase letters, numbers and symbols. It is your responsibility to keep your password safe. The User must not share their Account with anyone else. If a User believes that their Account is being used without their permission, the User should contact the Supplier immediately at jane@janemather.co.uk. The Supplier will not be liable for any unauthorised use of a User’s Account.

2.9 A User must not use anyone else’s Account.

2.10 Any personal information provided in a User’s Account will be collected, used, and held in accordance with your rights and the Supplier’s obligations under the law, as set out in clause 10.

2.11 If a User wishes to close their Account, they may do so at any time. Closing an Account will result in the removal of the User’s information. Closing your Account will also remove access to any areas of Our Site requiring an Account for access.

User content

2.12 User Content on Our Site includes (but is not necessarily limited to) product and service reviews, blog comments and questions via the Academy’s video tutorial discussion forum.

2.13 An Account is required if you wish to submit User Content. Please refer to clause 2.6 – 2.11 above for more information.

2.14 A User agrees that they will be solely responsible for their User Content. Specifically, a User agrees, represents and warrants that they have the right to submit the User Content and that all such User Content will comply with Our Acceptable Usage Policy, detailed below in Clause 12.

2.15 A User agrees that they will be liable to the Supplier in accordance with clause 14 below.

3. Terms of supply of Academy services

3.1 Upon receipt of payment the Client will receive an email notification welcoming the Client into the Academy and, if appropriate:

(a) provide the details of how to access the private Facebook community; and

(b) a link to access the relevant online video tutorials in the Academy’s library.

3.2 If for any reason the Client does not receive the email within 2 days of subscribing to the Academy, then please contact customer services at jane@janemather.co.uk

3.3 Following the Client receiving their ‘Welcome’ email, the right to cancel their membership for that month is lost.

3.4 The minimum sign up term is one month.

3.5 Unless the client has signed up under a particular promotion, the Client may cancel their subscription at any time after their first month’s payment.

3.6 On cancellation of the Client’s subscription all access to the Facebook group and video tutorials within the Library will cease. At the end of the month for which the last payment relates.

3.7 The Supplier shall supply the Services to the Client in accordance with the Terms of Services in all material respects.

3.8 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Specification, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.9 The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Client in any such event.

3.10 The Supplier warrants to the Client that the Services will be provided using reasonable care and skill.

4. Client’s obligations

4.1 On becoming a member of the ‘Jane Mather Make-up and Style Academy, the Client shall:

(a) ensure that the terms of the Purchase and any information it provides in the Specification are complete and accurate;

(b) co-operate with the Supplier in all matters relating to the Services;

(c) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

(d) acknowledge that all content is copyrighted and for the Client’s eyes only.

(e) not share (privately or via social media), distribute, duplicate or sell the Supplier’s services.

(f) Accept and agree to abide by the Supplier’s following ‘rules’:

(i) Be kind and courteous to all members within the Academy;

(ii) Respect everyone’s privacy;

(iii) No hate speech or bullying;

(iv) The content within the Academy doesn’t constitute advice on which the Client should solely rely. Professional or specialist advice specific to the Client should always be sought;

(v) By joining the monthly Q&A (held via Zoom) the Client accepts that it is being recorded (with the Client’s face being seen and voice heard) and that the recording will be stored in the Academy’s video tutorial library (www.academy.janemather.co.uk, held on the Thinkific platform) which is accessible to all current and future members to access; and

(vi) The Client releases to the Supplier any rights that the Client might have over the recordings in which the Client appears. There is no time limit to this release. The recordings will not be shared outside of the Academy.

(g) comply with any additional obligations as set out in the Specification.

4.2 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Supplier's performance of any of its obligations;

(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 4.2; and

(c) the Client shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default.

5. Disclaimer

Services

5.1 The Client acknowledges that the Supplier, and in turn Jane Mather, cannot be held for any adverse reaction to any of the products that the Client may choose to use having watched these lessons.

5.2 The Client is aware that at no point does the Supplier hold itself out to be a Beautician or a Dermatologist and accepts no liability in respect of any assumption in this respect.

5.3 Please note that everyone’s skin is different and it is possible to be allergic to anything. In these lessons / events and through ‘live’ Facebook / Zoom educational sessions Jane Mather is only using and recommending products that she has used personally and/or has used on her Clients and has found them to be good and that they achieve the desired outcome.

5.4 The Supplier advises that the Client should obtain a sample and test the product out on themselves wherever possible.

Our Site

5.5 Nothing on www.janemather.co.uk constitutes advice on which you should rely. It is provided for general information purposes only. Professional or specialist advice should always be sought, for your particular circumstances, before taking any action on the basis of any information provided on this Site.

5.6 If the Client is a member of the Supplier’s Academy and is accessing courses through the Site (www.academy.janemather.co.uk) or material through the private Facebook group, the Client is aware that they are being educated by the Supplier but their interpretation of the materials and how they act upon it is solely the Clients responsibility.

5.7 Insofar as is permitted by law, The Supplier makes no representation, warranty, or guarantee that Our Site will meet your requirements, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure. If, as a result of Our failure to exercise reasonable care and skill, any digital content from Our Site damages your device or other digital content belonging to you, you may be entitled to certain legal remedies. For more details concerning your rights and remedies as a consumer, please contact your local Citizens Advice Bureau or Trading Standards Office.

5.8 We make reasonable efforts to ensure that the Content on Our Site is complete, accurate, and up-to-date. We do not, however, make any representations, warranties or guarantees (whether express or implied) that the Content is complete, accurate, or up-to-date.

5.9 We are not responsible for the content or accuracy, or for any opinions, views, or values expressed in User Content. Any such opinions, views, or values are those of the relevant User and do not reflect the Supplier’s opinions, views, or values in any way.

6. Charges and payment

6.1 All payments are processed through the secure payment gateway: “Stripe”. The Client’s payment details are stored within Stripe.

6.2 At no point will the Supplier have visible access to the Client’s payment details.

6.3 The Charges for the Services shall be on a monthly or yearly subscription basis which renews automatically:

(a) the Charges are calculated in accordance with the Supplier's current price list at the date of the Contract and displayed on its website;

6.4 The Supplier reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date.

6.5 The Supplier shall invoice the Client upon purchase of a face-to-face service.

6.6 If the Client is subscribed to the Supplier’s Academy then the Client must fill out a subscription form which will request:

(a) credit card details; and

(b) a first payment.

Subsequent monthly payments will automatically be taken by Stripe.

6.7 In the case of face-to-face services, the Client shall pay each invoice submitted by the Supplier:

(a) within 14 days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Client; and

(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and

time for payment shall be of the essence of the Contract.

6.8 In any other circumstances, the Client shall pay to the Supplier:

(a) 50% deposit and the remainder on completion of the services within 14 days unless otherwise stated by the Supplier.

6.9 If the Supplier is unable to receive payment from the Client in circumstances such as a failed credit card transaction, the Supplier will give the Client up to 7 days to remedy the situation. Failure to do so will result in the Client loosing access to the Academy and the Supplier cancelling the Client’s account.

6.10 If the Client fails to make a payment due to the Supplier under face-to-face services by the due date, then, without limiting the Supplier's remedies, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.10 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

6.11 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7. Intellectual property rights

7.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by the Supplier.

7.2 The Supplier grants to the Client the right to:-

(a) access, view and use of Our Site in a web browser (including any web browsing capability built into other types of software or app);

(b) download any Content where We have provided a link enabling you to do so;

(d) print one copy of any page(s) from Our Site;

(e) download extracts from pages on Our Site; and

(f) save pages from Our Site for later and/or offline viewing.

7.3 The Client shall not sub-license, assign or otherwise transfer the rights granted in clause 7.2.

7.4 The Supplier’s status as the owner and author of the Content on Our Site (or that of identified licensors, as appropriate) must always be acknowledged.

7.5 A User may not use any Content printed, saved or downloaded from Our Site for commercial purposes without first obtaining a licence from the Supplier (or our licensors, as appropriate) to do so. This does not prohibit the normal access, viewing and use of Our Site for general information purposes whether by business users or consumers.

7.6 The Client grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Client to the Supplier for the term of the Contract for the purpose of providing the Services to the Client.

7.7 The Client undertakes to indemnify the Supplier, its officers, directors, employees and agents and keep the Supplier at all times fully indemnified from and against all actions, proceedings, claims, demands, costs (including reasonable legal costs) awards and damages however arising directly or indirectly or incurred by reason of any infringement or alleged infringement of any intellectual property right relating to the Services.

8. Data protection

8.1 The parties agree that the Client is a Controller and that the Supplier is a Processor for the purposes of processing Protected Data pursuant to the Contract. The Client shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Client shall ensure all instructions given by it to the Supplier in respect of Protected Data (including the terms of the Contract) shall at all times be in accordance with Data Protection Laws. Nothing in the Contract relieves the Client of any responsibilities or liabilities under any Data Protection Laws.

8.2 The Supplier shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of the Contract.

8.3 The Client shall indemnify and keep indemnified the Supplier against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a Data Protection Supervisory Authority) arising out of or in connection with any breach by the Client of its obligations under this clause 8.

8.4 The Supplier shall:

(a) only process (and shall ensure Supplier Personnel only process) the Protected Data in accordance with the Contract (including when making any transfer to which clause 8.9 relates), except to the extent:

(i) that alternative processing instructions are agreed between the parties in writing; or

(ii) otherwise required by applicable law (and shall inform the Client of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest); and

(b) without prejudice to clause 8.1, if the Supplier believes that any instruction received by it from the Client is likely to infringe the Data Protection Laws it shall promptly inform the Client and be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.

8.5 Taking into account the state of technical development and the nature of processing, the Supplier shall implement and maintain appropriate technical and organisational measures to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.

8.6 The Supplier shall:

(a) not permit any processing of Protected Data by any agent, subcontractor or other third party (except its or its Sub-Processors’ own employees in the course of their employment that are subject to an enforceable obligation of confidence with regards to the Protected Data) without the written authorisation of the Client;

(b) prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under this clause 8.6 (including those relating to sufficient guarantees to implement appropriate technical and organisational measures) that is enforceable by the Supplier and ensure each such Sub-Processor complies with all such obligations; and

(c) ensure that all natural persons authorised by the Supplier or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.

8.7 The Client authorises the appointment of the Sub-Processors listed in Specification.

8.8 The Supplier shall (at the Client’s cost):

(a) assist the Client in ensuring compliance with the Client’s obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under applicable Data Protection Laws) taking into account the nature of the processing and the information available to the Supplier; and

(b) taking into account the nature of the processing, assist the Client (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Client’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.

8.9 The Supplier shall, in accordance with Data Protection Laws, make available to the Client such information that is in its possession or control as is necessary to demonstrate the Supplier’s compliance with the obligations placed on it under this clause 8.9 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Client (or another auditor mandated by the Client) for this purpose (subject to a maximum of one audit request in any 12 month period under this clause 8.9).

8.10 On the end of the provision of the Services relating to the processing of Protected Data, at the Client’s cost and the Client’s option, the Supplier shall either return all of the Protected Data to the Client or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires the Supplier to store such Protected Data. This clause 8.10 shall survive termination or expiry of the Contract.

9. Privacy Policy

9.1 The parties shall comply with their privacy policy obligations as set out <click here>

10. Limitation of liability

10.1 The Supplier has obtained professional liability insurance cover in respect of its own employees and freelancers and neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

10.2 Nothing in this agreement shall limit or exclude the Supplier's liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation; or

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

10.3 Subject to clause 10.1, the Supplier shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

(e) loss of or damage to goodwill;

(f) loss of use or corruption of software, data or information; or

(g) any indirect or consequential loss.

10.4 Subject to clause 10.1, the Supplier's total liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the amount paid by the Client in respect of the Services.

10.5 The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

10.6 Unless the Client notifies the Supplier that it intends to make a claim in respect of an event within the notice period, the Supplier shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

10.7 This clause 10 shall survive termination of the Contract.

11. Viruses, Malware and Security

11.1 The supplier exercises all reasonable skill and care to ensure that Our Site is secure and free from viruses and other malware.

11.2 The User is responsible for protecting your hardware, software, data and other material from viruses, malware, and other internet security risks.

11.3 The User must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Our Site.

11.4 The User must not attempt to gain unauthorised access to any part of Our Site, the server on which Our Site is stored, or any other server, computer, or database connected to Our Site.

11.5 The User must not attack Our Site by means of a denial of service attack, a distributed denial of service attack, or by any other means.

11.6 By breaching the provisions of sub-clauses 11.3 to 11.5, the User may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities and We will co-operate fully with those authorities by disclosing your identity to them. The User’s right to use Our Site will cease immediately in the event of such a breach.

12. Acceptable usage policy

12.1 A User may only use Our Site in a manner that is lawful and that complies with the provisions of this Clause 12. Specifically:

(a) Our Site must not be used in any way, or for any purpose, that is unlawful or fraudulent;

(b) Our Site must not be used to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind; and

12.2 When submitting User Content (or communicating in any other way using Our Site), you must not submit, communicate or otherwise do anything that

(a) is sexually explicit;

(b) is obscene, deliberately offensive, hateful or otherwise inflammatory;

(d) promotes or assists in any form of unlawful activity;

(e) discriminates against, or is in any way defamatory of, any person, group or class of persons, race, gender, religion, nationality, disability, sexual orientation or age;

(f) is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;

(g) is calculated or is otherwise likely to deceive;

(h) is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy or otherwise uses their personal data in a way that you do not have a right to;

(i) misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this sub-Clause 12.2);

(j) implies any form of affiliation with Us where none exists;

(k) infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, patents, trademarks and database rights) of any other party; or

(l) is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

13. Links to Our Site

13.1 You may link to Our Site provided that:

(a) you do so in a fair and legal manner;

(b) you do not do so in a manner that suggests any form of association, endorsement or approval on Our part where none exists;

(d) you do not do so in a way that is calculated to damage the Supplier’s reputation or to take unfair advantage of it.

(e) You may not link to any page other than the homepage of Our Site. Deep-linking to other pages requires the Supplier express written permission. Please contact the Supplier at jane@janemather.co.uk for further information.

(f) Framing or embedding of Our Site on other websites is not permitted without Our express written permission. Please contact the above for further information.

(g) You may not link to Our Site from any other site the main content of which contains material that

(h) is sexually explicit;

(i) is obscene, deliberately offensive, hateful or otherwise inflammatory;

(j) promotes violence;

(k) promotes or assists in any form of unlawful activity;

(l) discriminates against, or is in any way defamatory of, any person, group or class of persons, race, gender, religion, nationality, disability, sexual orientation, or age;

(m) is intended or is otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;

(n) is calculated or is otherwise likely to deceive another person;

(o) is intended or is otherwise likely to infringe (or to threaten to infringe) another person’s privacy;

(p) misleadingly impersonates any person or otherwise misrepresents the identity or affiliation of a particular person in a way that is calculated to deceive (obvious parodies are not included in this definition provided that they do not fall within any of the other provisions of this sub-Clause 13.1);

(q) implies any form of affiliation with Us where none exists;

(r) is made in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

13.2 Links to other sites may be included on Our Site. Unless expressly stated, these sites are not under the Supplier’s control. The Supplier neither assumes nor accepts responsibility or liability for the content of third party sites. The inclusion of a link to another site on Our Site is for information only and does not imply any endorsement of the sites themselves or of those in control of them.

14. Termination

Use of Site

14.1 The Supplier reserve the right to suspend or terminate a User’s access to Our Site if they materially breach the provisions of this Clause 14 or any of the other provisions of these Terms & Conditions. Specifically, the Supplier may take one or more of the following actions:

(a) suspend, whether temporarily or permanently, your Account and/or your right to access Our Site;

(b) remove any User Content submitted by you that violates this Acceptable Usage Policy;

(d) take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;

(e) take further legal action against you as appropriate;

(f) disclose such information to law enforcement authorities as required or as We deem reasonably necessary; and/or

(g) any other actions which We deem reasonably appropriate (and lawful)

Services

14.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

14.3 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Client if:

(a) the Client fails to pay any amount due under the Contract on the due date for payment; or

(b) there is a change of control of the Client.

14.4 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Client and the Supplier if:

(a) the Client fails to pay any amount due under the Contract on the due date for payment;

(b) the Client becomes subject to any of the events listed in clause 14.2(c) or clause 14.2(d), or the Supplier reasonably believes that the Client is about to become subject to any of them; and

(c) the Supplier reasonably believes that the Client is about to become subject to any of the events listed in clause 14.2(b).

15. Consequences of termination

15.1 On termination of the Contract:

(a) where the client purchased a face-to-face service, the Client shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Client immediately on receipt;

15.2 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

15.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

16. Indemnity

16.1 The Client undertakes to fully indemnify the Supplier, its officers, directors, employees and agents and keep them at all times fully indemnified from and against all liabilities, claims, demands, actions, costs, damages and losses (including reasonable legal costs) arising out of any breach or non-performance by the Client of any of the terms hereunder however arising. In the event of any claim, dispute, action, writ or summons against the Client, it agrees to provide full details to the Supplier at the earliest opportunity and shall not settle any such matter without first consulting the Supplier.

17. General

17.1 Force majeure.
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

17.2 Assignment and other dealings.

(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(b) The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.

17.3 Confidentiality.

(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, clients or suppliers of the other party, except as permitted by clause 17.3(b).

(b) The Supplier may disclose the other party's confidential information:

(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. The Supplier shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 17.3; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

17.4 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

17.5 Variation.
Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17.6 Waiver.
A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

17.7 Severance.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision of this Contract deleted under this clause 17.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

17.8 Notices.

(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number or sent by email to the address specified in the Specification.

(b) Any notice shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(iii) if sent by fax or email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 17.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c) This clause 17.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

17.9 Third party rights.

(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

17.10 Governing law.
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

17.11 Jurisdiction.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

TERMS OF SERVICE

VERSION: 2ND JULY 2021