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Terms of business (incorporating terms of membership)

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1. Definitions

In these terms of business the following words or phrases shall have the following meanings:
"Acceptable Use Policy" means the policy set out in the Schedule;
"Additional Products or Services" means products or services that can be purchased via the Site for which a payment additional to the Premium Membership Fee must be made;
“Address” means our geographical address: 110 Hils Road, Cambridge, CB2 1LQ;
"Agreement" means the Agreement between You and Us which incorporates these terms of business;
“Comment” means the area of the Site where participants can post comments for consideration by other participants;
"Conditions of Use" means the conditions for accessing and using the Site set out at paragraph 2 of these Terms;
“Consumer” means any natural person who, in contracts to which the Consumer Protection (Distance Selling) Regulations 2000 apply, is acting for purposes which are outside his business;
"Content" means any Content displayed on the Site including without limitation: news, case reports, briefings, audio, ebulletins, what the papers say, network news, white papers, factsheets, policies and procedures, guides, special reports, regulation finder, information on training courses and consulting services, but excluding the content of "Online Advice", “Forum”, “Comment” or “Groups”;
"Contributor" means an author of any part of the Content;
"Event" means a conference, seminar or other event, organised by Us, places at which can be booked via the Site;
"Initial Premium Membership Period" means a period of 12 months from the Premium Membership Commencement Date;
"Initial Standard Membership Period" means a period of 12 months from the Registration Date;
"Intellectual Property Rights (IPR)" means all intellectual and industrial property rights, including, without limitation, any copyright and trade marks, service marks, database rights, commercial or confidential information, know how or trade secrets;
“Forum” means the area of the Site where participants can ask questions and post comments for consideration by other participants;
"Free Trial Commencement Date" means the date that You are able to start using the Service for a Free Trial Period;
"Free Trial Period" means any period during which We allow You to use the Service as a Premium Member without payment of the Premium Membership Fee;
“Group” means the area of the Site where certain participants can create groups, invite other participants to join, and post comments for consideration by other participants;
“Licensors” means any copyright holders who have given Us their permission to reproduce Content on the Site;
"Online Advice" means any advice You receive via the Site from an Online Advisor in response to an Online Advice Question;
"Online Advice Question" means an email sent by You via the "Online Advice" section of the Site asking for advice on a particular issue;
"Online Advisor" means any of an employee of Ours, a firm of solicitors or consultants, or a sole practitioner to whom an Online Advice Question may be put via the "Online Advice" section of the Site;
"Online Registration Form" means the form that You complete on the Site to register for use of the Service;
“Premium Membership” and “Premium Member” mean the status of Registrants who have paid the Premium Membership Fee and are allowed by Us to access certain elements of the Service specified by Us as advertised at the time of their Premium Membership Commencement Date or at our discretion;
"Premium Membership Commencement Date" means the date that Your Premium Membership commences as stated in your invoice or payment receipt;
"Premium Membership Fee" means the annual fee as advertised at the time of joining or such other sum as agreed from time to time between You and Us payable by You for use of elements of the Service in advance at the beginning of each year;
“Premium Membership Free Trial” means the basis on which You are given Premium Membership by Us without payment of the Premium Membership Fee;
"Registrant" means the individual who has completed the registration form on the Site for use of the Service;
“Registration Date” means the date upon which Registrants complete the Online Registration Form;
"Service" means the Workplace Law Network service which can be accessed and used via the Site;
"Site" means the whole of the Workplace Law Network website at the URL http://www.workplacelaw.net;
“Standard Membership” and “Standard Member” mean the status given to Registrants by Us which allows them to access certain aspects of the Service specified by Us as advertised at the Registration Date or at Our discretion;
“Telephone Advice” means any advice You receive via Us from a Telephone Advisor in response to a Telephone Advice Question;
“Telephone Advice Question” means a telephone call from You to Us asking for advice on a particular issue;
“Telephone Advisor” means any of an employee of Ours, a firm of solicitors or consultants, or a sole practitioner to whom a Telephone Advice Question is put;
"Term" means the period during which this Agreement remains in force;
"Terms" means these Terms of Business;
"User Details" means the user i.d. and password issued by Us to You or on Your behalf upon registration for the Service;
"We" means Workplace Law Group Ltd of 110 Hils Road, Cambridge, CB2 1LQ; and
"Us", "Our" and "Ours" shall be construed accordingly;
"You" means:
(i) the Registrant where he or she is an individual or sole trader; or
(ii) where the Registrant is an employee of a corporate body or a partnership, both that person and his or her employer, each of which shall have joint and several liability under this Agreement; and "Your" and "Yours" shall be construed accordingly.

2. Conditions of Use

2.1 In consideration of Us agreeing to Your use of the Site and its Service and subject to Your unconditional acceptance of these Terms (which shall be given by You by clicking the ‘I accept’ checkbox during the registration process) We will give the Registrant a user i.d. and/or password to enable him/her to access the Site and use the Service.
2.2 In using the Service You must comply with the Acceptable Use Policy.

2.3 You must keep Your User Details secret. You are responsible for and accept liability for any use of the Service by You or anyone else using Your User Details. Any unauthorised use of the Service and/or Your User Details should be notified to Us immediately by email at membership@workplacelaw.net. You are also responsible for notifying Us if a Registrant is no longer employed by You and if You do so We will cancel his/her User Details and, if you send us details of a new Registrant, issue a new user name and password to that Registrant to enable that Registrant to use the Service in the place of the original Registrant.

3. Warranties/Indemnity

3.1 You warrant to Us that in using the Service You will comply with the Conditions of Use.

3.2 You will indemnify Us against any loss or damage and any costs or expenses incurred as a result of any claims which We may incur or sustain as a result of any breach by You of this Agreement.

3.3 You warrant to Us that if You are an employee, You are authorised by Your employer to agree to these terms, to access the Site and to use the Service and that the information provided in registering for use of the Service is in all respects accurate and up to date and that You will immediately notify Us of any changes as soon as they occur by emailing Us at membership@workplacelaw.net.

3.4 You warrant to Us that You are not less than 18 years of age.

4. Our Liability to You

4.1 We will during the Term and subject to these Terms, provide each Standard Member with access to the Service as advertised at the Registration Date, and each Premium Member with access to the Service as advertised at the Premium Membership Commencement Date. We will also send you ebulletins if You request to receive them. We reserve the right to change the Content, presentation, performance, user facilities and availability of any part of the Site at our sole discretion and without notice. It is Your responsibility to refer to and update yourself in relation to any changes made. Any such changes will become effective upon posting on the Site by Us.

4.2 We will be liable for death or personal injury resulting from Our negligence or that of Our employees whilst acting in the course of their employment and the scope of their authority and for fraud and fraudulent misrepresentations.

4.3 We make no warranty that the Service will meet Your requirements or that Your use of it will be uninterrupted, timely, secure or error free but We will exercise reasonable skill and care in providing the Service. We exclude any liability for non-availability of the Site. When We carry out pre-planned maintenance of the Site We will try to give You advance notice. You acknowledge and accept that non-availability of the Site may restrict access to the Service from time to time. You acknowledge that We have no control over the Internet, which is a global decentralised network of computer systems.

4.4 Content is provided by Our Contributors and is intended to assist You in understanding and acting in accordance with Your legal obligations. Use and reliance on the Content is not intended to replace the need to take specific advice when dealing with specific situations and as such neither We nor Our Contributors can accept any responsibility for any action taken or not taken as a result of any of the Content.

4.5 Where it is provided by independent Online Advisors and we exert no editorial control over it, we accept no responsibility for the Content of Online Advice.

4.6 Subject to clauses 4.1 to 4.5, We will be liable for direct damage to property caused solely by the negligence of Our employees acting within the course of their employment and the scope of their authority. Our total liability under this sub-clause will be limited to £50,000.

4.7 We will not be liable to You in any event for loss of opportunity or loss of profit or for any other indirect, special or consequential loss (whether or not the possibility of such loss was brought to Our attention or was foreseeable by Us) suffered by You arising out of or in connection with, Your use of the Service.

4.8 We accept no responsibility for the content of any website which provides a link to the Site and We have no control over, or accept responsibility for, the content, use by you or availability of any website to which the Site is linked. If you decide to use any link to a third party site You leave the site at Your own risk. It is your sole responsibility to take all protective measures to guard against viruses or other destructive elements which may exist on those third party sites.

4.9 As we cannot review all transmissions by participants in the Comment, Forum and Groups sections of the Site. You participate at Your own risk. However, We reserve the right , at our sole discretion and without further notice to You, to review, remove, or otherwise block any information that we deem inappropriate or that violates any part of this Agreement. Because identification and authentication on the internet is difficult, we cannot and do not confirm participants’ purported identity. We impose upon all participants the obligation to comply with the Acceptable Use Policy but cannot guarantee that all participants will do so.

5. Term and Termination

5.1 Standard Membership: This Agreement commences on the Registration Date and will continue in force for the Initial Standard Membership Period and thereafter, subject to earlier termination as provided for in clauses 5.3 and 6, until terminated by either party giving to the other not less than one month's notice expiring at the end of the Initial Period or on the second or any subsequent anniversary of the Registration Date.

5.2 Premium Membership: This Agreement commences on the Free Trial Commencement Date or if there is no Free Trial Period the Premium Membership Commencement Date and will continue in force for the Free Trial Period, if there is one, and the Initial Premium Membership Period and thereafter, subject to earlier termination as provided for in clauses 5.3 and 6, until terminated by either party giving to the other not less than one month's notice expiring at the end of the Initial Premium Membership Period or on the second or any subsequent anniversary of the Premium Membership Commencement Date.

5.3 This Agreement may be terminated immediately by notice:

5.3.1 by Us if You are in breach of the Conditions of Use;

5.3.2 by either party if the other is in material or continued breach of any of its obligations under this Agreement and fails to remedy the same (if capable of remedy) for a period of 30 days after written notice of the breach by the other party;

5.3.3 by either party if any of the following events occurs in respect of the other party: a proposal is made for a voluntary arrangement; a resolution that it be wound up or for the making of an administration order is passed or a petition is presented for its winding up; an application is made for the appointment of a provisional liquidator or a creditor's meeting is convened; a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or it is, or becomes, insolvent.

5.4 Any termination of this Agreement under this Clause will be without prejudice to any other rights or remedies of either party under this Agreement or at law and will not affect any accrued rights or liabilities of either party at the date of termination.

5.5 If we terminate this Agreement We will deny You access to the Site and will cancel Your User Details and those of any other Registrants employed by You immediately.

6. Cancellation and refunds

6.1 The Service We provide is for business customers. In the unlikely event that You are acting as a Consumer, under the Consumer Protection (Distance Selling) Regulations 2000 You may cancel Your purchase of the Service during the period up until the relevant Service is delivered (which shall for this purpose be defined as You downloading two or more documents from the Site or asking one Online Advice Question) or the end of 7 days from the Free Trial Commencement Date or Premium Membership Commencement Date, whichever is shorter. To cancel such contract You must inform Us in writing (by post, fax or email), whereupon We shall refund You the fees paid for the Service. If You are acting as a Consumer and cancel any contract for the Service outside this period, the fees paid by You for the relevant products and services shall be non-refundable.

6.2 If You are not acting as a Consumer the Consumer Protection (Distance Selling) Regulations 2000 shall not apply. Accordingly, Our cancellation policy for purchase of the Service is as follows: You may cancel Your purchase of the Service during the period up until the relevant Service is delivered (which shall for this purpose be defined as You downloading two or more documents from the Site or asking one Online Advice Question) or the end of 3 days from the date of purchase, whichever is shorter. To cancel such contract You must inform Us in writing (by post, fax or email), whereupon We shall refund You the fees paid for the service. If You are not acting as a Consumer and cancel any contract for the Service outside this period, the fees paid by You for the relevant products and services shall be non-refundable.

6.3 Clauses 6.1 and 6.2 shall not apply to the renewal of subscription products.

7. Premium Membership Free Trial

7.1 The Premium Membership Free Trial is only available to Registrants who are not acting as Consumers.

7.2 We reserve the right to make available the Premium Membership Free Trial to Registrants and to decline requests for the Premium Membership Free Trial from Registrants at our sole discretion.

7.3 If We agreed to make the Premium Membership Free Trial available to You, You may only take the Premium Membership Free Trial once.

7.4 Elements of the Service accessible under the Premium Membership Free Trial are advertised during the online application process and are subject to change from time to time. We reserve the right to change the elements accessible under the Premium Membership Free Trial at our sole discretion and without notice. It is Your responsibility to refer to and update yourself in relation to any changes made. Any such changes will be come effective upon posting to the Site by Us.

8. Additional Products or Services

8.1 Subject to availability, You may purchase via the Site Additional Products and Services.

8.2 We accept no responsibility for the products or services of third parties made available via the Site.

8.3 Any order from You for Additional Products or Services constitutes an offer which is only accepted by Us, and a contract formed for the provision of the same, when We notify you by email that We will provide those products or services and the price at which We will do so. No contract will be formed between You and Us until We send you such notification. That notification shall be deemed to be communicated to You at the time that We send the email to You whether or not You receive that email. For the avoidance of doubt any such contract will be deemed to have been concluded in England and any such contract will be interpreted, construed and enforced in all respects in accordance with the laws of England and Wales and You and We irrevocably submit to the exclusive jurisdiction of the English Courts.

8.4 With regard to the sales of Additional Products and Services:

8.4.1 The Additional Products or Services We provide are for business customers. In the unlikely event that You are acting as a Consumer, under the Consumer Protection (Distance Selling) Regulations 2000 You have the right to cancel the contract for the purchase of any product within 7 working days of delivery. To cancel such contract You must inform us in writing (by post, fax or email), whereupon We shall refund You the fees paid for the relevant product or service. If You are acting as a Consumer and cancel any contract for Additional Products or Services outside this period, the fees paid by You for the relevant products and services shall be non-refundable. For physical goods please package the relevant product securely and send it to Us so that we receive it within 7 working days of the date the item was delivered to You. The return address is Our Address. For Your protection we recommend that You use a recorded delivery service. Please note that You will be responsible for the costs of returning the products to Us unless We delivered the item to You in error or the item is faulty. If We do not receive the item back from You, We may arrange for collection of the item from Your address at Your cost.

8.4.2 If You are not acting as a Consumer, the Consumer Protection (Distance Selling) Regulations 2000 shall not apply. Accordingly, Our cancellation policy for Additional Products or Services is as follows: You may cancel the contract during the period up until the relevant product or service is delivered or the end of three days from the date of purchase, whichever is shorter. To cancel such contract You must inform Us in writing (by post, fax or email), whereupon We shall refund You the fees paid for the relevant product or service. If You are not acting as a Consumer and cancel any contract for Additional Products or Services outside this period, the fees paid by You for the relevant products and services shall be non-refundable. For physical goods please package the relevant product securely and send it to Us so that we receive it within 7 working days of the date the item was delivered to You. The return address is Our address. For Your protection we recommend that You use a recorded delivery service. Please note that You will be responsible for the costs of returning the products to Us unless We delivered the item to You in error or the item is faulty. If We do not receive the item back from You, We may arrange for collection of the item from Your address at Your cost.

8.5 Clause 8.4 does not apply to the purchase of publications produced in electronic-only format (including without limitation MS Word and Adobe Acrobat files), which are non-refundable. Such products constitute a service and are exempt from cancellation under para. 13 (1) (a) of the Consumer Protection (Distance Selling) Regulations 2000.

8.6 Clause 8.4 does not apply to Event bookings. In relation to Events the following terms apply:

8.6.1 payment must be received in full prior to the Event;

8.6.2 all speakers and topics advertised are correct at the time of going to press but may be subject to change;

8.6.3 if You cancel in writing after the booking has been taken but more than 14 working days before the Event, a cancellation charge of £200 plus VAT will apply. If You cancel within 14 working days of the Event no refund will be made but You may send a substitute in Your place;

8.6.4 for certain Events (including without limitation CIPD, IEMA, IOSH and NEBOSH accredited and/or approved course programmes) specific terms shall apply. Where the terms for an Event are different from those set out in 8.6.3, then the specific terms for the Event shall be deemed to take precedence;

 

 

 

8.6.5 it may be necessary for reasons beyond Our control to change the content, timing, date, venue or speakers of the Event. In the unlikely occurrence that the Event is cancelled We will automatically make a full refund but disclaim any further liability.

This clause 8.6 does not apply to events organised by third parties.

9. Payment

9.1 You will pay Your first Premium Membership Fee either on the Premium Membership Commencement Date or at the expiry of any Trial Period. Subsequent Premium Membership Fees are payable in advance at the beginning of each year. Payment of the Premium Membership Fee may be made by credit or debit card (on the Site, by telephone, by fax or by post); by BACs transfer (by fax or by post); by cheque (by post only); or by direct debit (by post only). If we agree to allow You to make payment by invoice you must provide us with an address to which to send that invoice and a VAT number. You must pay our invoice within 14 days of receipt or on the payment terms specified on the invoice if these are different. If You do not do so We reserve the right to charge interest on any outstanding sums at the rate of 2% above the base rate of Barclays Bank from time to time.

9.2 Payment for Additional Products or Services may be made by credit or debit card (on the Site, by telephone, or by fax or by post using the order form); by BACs transfer (by fax or by post, using the order form); by cheque (by post only, using the order form); or by direct debit (by post only, using the order form). If we agree to allow You to make payment by invoice you must provide us with an address to which to send that invoice and a VAT number. You must pay our invoice within 14 days of receipt or on the payment terms specified on the invoice if these are different. If You do not do so We reserve the right to charge interest on any outstanding sums at the rate of 2% above the base rate of Barclays Bank from time to time.

10. Third party advertising

10.1 There may be third party advertising posted on the Site from time to time which may contain links to third party web sites, frames and portals. You acknowledge and accept that We do not exercise any review or editorial control over the content of such third party advertising whatsoever.

10.2 Accordingly, all Our liability or responsibility for the content of such third party advertising on the Site and any damage it may cause is hereby disclaimed and excluded to the maximum extent permitted by law.

10.3 Links to third party sites in the third party advertising or otherwise on the Site does not imply that:

We endorse the content of such third party sites;
We are affiliated or associated with the owners of such third party sites;
We are legally authorised to use any trade mark, trade name, logo or copyright symbol displayed in or accessible through the third party sites; or
any linked third party site is authorised to use any trademark, trade name, logo or copyright of Ours.

11. Online Advice

11.1 Asking an Online Advice Question does not create the relationship of solicitor-client between Us and You. The content of any Online Advice Question must be true and accurate to the best of Your knowledge and belief, must be genuine and, if You are an employee, must be asked on behalf of Your employer's business not on Your own individual behalf.

11.2 We do not guarantee that You will receive a response to an Online Advice Question and any Online Advisor has the right to decline to respond to an Online Advice Question.

11.3 We will assume Online Advice Questions relate to matters of English and Welsh law, unless you specifically request advice on matters of Scottish Law.

11.4 If an Online Advisor declines to respond to an Online Advice Question, ask the same Online Advice Question may be directed to another Online Advisor.

11.5 Unless they state otherwise when giving Online Advice, Online Advisors are obliged, in providing Online Advice, to exercise reasonable skill and care.

11.6 If You are dissatisfied with any Online Advice or do not receive an answer to an Online Advice Question within a reasonable time You may contact us by email at membership@workplacelaw.net and We will try to help.

11.7 We will not, without Your permission, disclose any information contained in an Online Question to anyone other than the Online Advisor who has been chosen to address Your Online Advice Question.

12. Telephone advice

12.1 Asking an Telephone Advice Question does not create the relationship of solicitor-client between Us and You. The content of any Telephone Advice Question must be true and accurate to the best of Your knowledge and belief, must be genuine and, if You are an employee, must be asked on behalf of Your employer's business not on Your own individual behalf.

12.2 We do not guarantee that You will receive a response to a Telephone Advice Question and may decline to give advice at our sole discretion;

12.3 We will assume Telephone Advice Questions relate to matters of English and Welsh law, unless you specifically request advice on matters of Scottish Law.

12.4 Unless they state otherwise when giving Telephone Advice, Telephone Advisors are obliged, in providing Telephone Advice, to exercise reasonable skill and care.

12.5 If You are dissatisfied with any Telephone Advice or do not receive an answer to an Telephone Advice Question within a reasonable time You may contact us by email at membership@workplacelaw.net and We will try to help.

12.6 We will not, without Your permission, disclose any information contained in an Telephone Question to anyone other than the Telephone Advisor who addresses Your Telephone Advice Question.

12.7 Telephone Advice calls may be recorded and stored in retrievable format on a database for quality control purposes.

12.8 You may receive Telephone Advice only if You are a named individual identified by Our records as an authorised recipient of Telephone Advice. If You wish to change the individual nominated to receive Telephone Advice as part of a corporate membership package You must do so in writing, whereupon the nomination will come into effect from the beginning of the seventh day after the date You have informed Us of the change.

13. Intellectual Property Rights

13.1 We or Our Licensors own the Intellectual Property Rights in the design, text, graphics, selection and arrangement and all software on this Site and any information contained in it. You may only use this information and reproduce it in hard copy form for the purposes of accessing and using the Service and for reference purposes. The information may not otherwise be reproduced, distributed, transmitted or stored in a retrieval system in any form or by any means including photocopying and recording without Our permission. Any copy of any part of the Site that You make must retain the copyright notice shown on the original.

13.2 You may not reproduce or copy Our trademarks without Our permission. Other product and company names appearing on the Site may be the trademarks or registered trade marks of their respective owners and should not be reproduced or copied without the owner's permission.

14. General

14.1 If the whole or any part of this Agreement shall be determined invalid, unlawful or unenforceable to any extent then such term, condition or provision or part shall be severed from the remaining terms and conditions which shall continue to be valid and enforceable to the fullest extent permitted by law.

14.2 Any changes to these Terms will be notified to You by email at the address given on the registration form or by publishing the revised terms on the Site. By continuing to use the Service following a change to the Terms You agree to be bound by any such changes.

14.3 You acknowledge that in entering into this Agreement You have not relied on any statement of fact or opinion made by Us, Our officers, servants or agents which has not been expressly included in this Agreement.

14.4 This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

14.5 We and You hereby submit to the exclusive jurisdiction to the Courts of England and Wales in relation to any claim, dispute or difference which may arise under this Agreement.

14.6 Any notice given under or in relation to this Agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally or by sending it by pre-paid first class post, or recorded delivery or registered post in the case of You to Us to our registered office and in the case of Us to You to the address stated on the Online Registration Form.


The Schedule

Acceptable Use Policy

1. This Acceptable Use Policy ("the Policy") sets out the terms and conditions under which You may use the Site.

2. We may revise the Policy at any time.

3. The Site may only be used for lawful purposes.

4. The following activities are not permitted in connection with the Site without Our express permission:

4.1 deep linking to an internal or subsidiary page of the Site which is located one or more pages down from the homepage of the Site; and

4.2 framing or incorporating any part of the Site as part of another website.

5. The content of any image uploaded by You to the Site, any Online Advice Question asked by You, or any contribution by You to the Comment, Forums or Groups sections of the Site:

5.1 shall not contain any material that may reasonably be considered offensive, obscene, abusive, pornographic, threatening, unlawful, racist, sexist or defamatory;

5.2 shall not infringe the rights of any third party, including but not limited to any copyright, trademark, trade secret or other intellectual property right owned by any third party without proper authorisation;

5.3 shall not be in any other way injurious to Us, other users of the Site or third parties.

6. You may not take any actions which may undermine the efficacy or integrity of the ratings or tagging system.

7. The disclosure or sharing of User Details is prohibited.

[Terms of business v.2.1 041107]