Terms and Conditions
1. Our Terms and Conditions
1.1 You are reading a legal document which is the "User Agreement" (or "Terms and Conditions") between you, a particular user of the Website (whom we refer to as "you" or "your" in this document), and us for your use of the Calderdale Services or the Website (as defined at the end of this User Agreement). If you have any comments, queries or suggestions about the Calderdale Services or the Website, please contact us using our live chat service.
1.2 Please read this User Agreement carefully. By accessing or using the Website (or enabling anyone else to do so) or by using any facilities or services made available through it, you are agreeing to these Terms and Conditions.
1.3 These Terms and Conditions were most recently updated in May 2016.
1.4 Please note that all emphasised terms used in this User Agreement are defined at the end of this User Agreement at Clause 12.
1.5 We shall keep a copy of these Terms and Conditions, but you are advised to print and keep a copy of these Terms and Conditions and each amended version for your own records and future reference.
1.6 In this User Agreement:
1.6.1 references to Clauses are to the clauses of this User Agreement;
1.6.2 words importing a gender shall include the other gender and the neutral;
1.6.3 references to persons and entities include individuals, bodies corporate, firms, partnerships or unincorporated associations;
1.6.4 the singular includes the plural and vice versa;
1.6.5 the headings to Clauses are inserted for convenience only and shall not affect the interpretation or construction of this User Agreement;
1.6.6 references to "includes" or "including" or like words or expressions shall mean without limitation;
1.6.7 references to any statute or statutory provision shall include any subordinate legislation made under it, any provision which it has modified or re-enacted (whether with or without modification) and any provision which subsequently supersedes it or re-enacts it (whether with or without modification); and
1.6.8 references to "written" or in "writing" (except in respect of sending a notice in accordance with Clause 11.8) includes in electronic form.
1.7 We reserve the right to amend these Terms and Conditions at any time. All amendments to these Terms and Conditions will be posted in the latest Terms and Conditions section of the Website. We may introduce the change with or without notice to you. In any event, you are responsible for regularly reviewing information posted online and the latest Terms and Conditions to obtain timely notice of all changes. The publishing of revised Terms and Conditions will take effect on the date they are uploaded onto the Website and your continued use of the Calderdale Services or the Website will be deemed to constitute your acceptance of the revised Terms and Conditions. We will not impose any additional charges on you over and above that which you originally registered for without notifying you in advance.
2. Registration Services
2.1 Please note that you need to login to use the Free Account Services and Paid Account Services. You can either login using your Facebook or Linked In username and password or register for a new username and password with Calderdale when setting up an Account through the Website.
2.2 If you use the Calderdale Services you become a User.
2.3 To register for the Registration Services you need to supply us with your email address, username (which you may need to replace if your desired one is unavailable), password and such other contact details as we require. You must use your own details and not impersonate another person or adopt a false identity.
2.4 You must not choose a password that can be readily guessed. If you think that you may have allowed a third party to see or use your password other than with your permission, you must inform us immediately and we will suspend or cancel use of your Account under that password (but in any event you shall be responsible for any use under that password until we do so). You agree to regularly change your password and in any event when we require.
2.5 All Accounts and all email addresses supplied to receive information emails must be registered with a valid personal email address that you access regularly, so that, among other things, administration emails can be sent to you. Any Account or email address supplied to receive information which has been registered with someone else's email address, or with temporary email addresses may be closed without notice. We may require a User to re-validate their Account or email address supplied to receive information emails if we believe they have been using an invalid email address.
2.6 We reserve the right to close any Accounts (and shut down receipt of information emails) if any User is seen to be using proxy IPs (Internet Protocol addresses) in order to attempt to hide the use of multiple Accounts, or disrupt the Website or the Calderdale Services in any way.
2.7 You must keep your password strictly confidential and secure and immediately notify us if any unauthorised third party becomes aware of that password or if you become aware of any unauthorised use of your email address or password or there is any breach of security known to or suspected by you. You agree that any person to whom your username or password is disclosed is authorised to act as your agent for the purposes of using the Calderdale Services and Website. Please note that you are entirely responsible if you do not maintain the confidentiality of your password. You are also entirely responsible for bringing this User Agreement to the attention of all persons who may access the Calderdale Services through your password or your Internet connection.
2.8 Once you have submitted your registration details to us we will email you asking you to validate your email address. You will need to follow the link in the email to validate your email address and Account. Until you have complied with the instructions in that email, you will be unable to use your Account. Until that point, completion of your registration and profile information will be in preparation for commencement of your use of the Calderdale Services in accordance with the type of Account you have signed up for.
2.9 We reserve the right to prevent you using the Website or the Calderdale Services (or any part of them) and we reserve the right to decline a new registration, and we or you may also terminate your registration at any time by terminating this User Agreement in accordance with Clause 7.6.
2.10 When you register for an Account and we accept your registration (and for as long as you are a User) you may either:
2.10.1 register for a Free Account, for which there is currently no charge; or
2.10.2 you may register for a Paid Account, in which case you must pay for the Fees relevant for the Paid Account for the relevant period in advance. The Fees for, and the details of, any such Paid Account, are as described on the Website from time to time.
2.11 If you register for a Paid Account, your subscription for the Paid Account will last for the period for which you have paid in advance, and will then automatically renew for the same (or corresponding level) for the corresponding length of time on the expiry of that period, unless you inform us by email or PayPal (in accordance with their terms and conditions) before renewal is due to take place.
3. Provision and Use of the Calderdale Services and Website
Free Accounts and Paid Accounts
3.2 You may use your Account for the selection of Calderdale Services for which you have chosen, depending on whether it is through open access to the Website, a Free Account or a Paid Account.
3.3 Calderdale may in its absolute discretion from time to time either host the iChat System on its own servers or use third party suppliers to do so in whole or in part. The User acknowledges that Calderdale may from time to time without prior notice and without the need for prior agreement provide reasonable additional obligations or requirements on the User or reasonably restrict rights of the User, due to the requirements of the third party suppliers.
3.4 Calderdale shall use its reasonable endeavours to provide the iChat System subject to any agreed limits placed on Calderdale by the owner and licensor of the iChat System. This includes limitations on the number of business mentors online which Users can access at any one time. Calderdale cannot not guarantee a User access to a business mentor at any given time either through the iChat System or otherwise.
3.5 Calderdale may, wholly at its discretion, provide different levels of access to the iChat System to different Users depending on which of the Calderdale Services they are using.
3.6 If the owner and licensor of the iChat System suspends or cancels the iChat System, the provision of the iChat System by Calderdale to Users may be suspended or cancelled.
3.7 Calderdale shall use commercial endeavours to correct any errors or omissions in the iChat System on notification from a User. Calderdale cannot guarantee any particular result or outcome nor within any particular time.
3.8 In addition to any other obligations which govern use of the Website and Calderdale Services, if you use the iChat System you shall also do all of the following:
3.8.1 use the iChat System on the Website in the form required by Calderdale;
3.8.2 report any faults or suspected faults with the iChat System to Calderdale immediately upon discovery;
3.8.3 promptly comply with the reasonable requests of Calderdale from time to time in connection with use of the iChat System; and
3.8.4 co-operate with Calderdale.
3.9 As part of the Registration Services, we may allow Users to provide Comments on Group Blog Posts that will be visible to some or all other Account holders.
3.10 In addition to considering the Comments, we also recommend that you review the Comments provided by other Users. You acknowledge that the Comments of other Users may not be a complete reflection of the views of the person providing the Comment as the Comment may have been amended in order to avoid legal liability.
3.11 Please be aware that your use of the Comment system is entirely at your own risk and you should make your own other enquiries to satisfy yourself as to the other Users with whom you are talking to through the Website. We make no guarantee that the other Users who provide Comments:
3.11.1 gave any Comments accurately or fairly; or
3.11.2 were not acting fraudulently or under duress.
3.12 However, you shall ensure that you do not post or supply to us or allow or encourage or entice others to post or supply to us or to the Website (directly or indirectly) any Comments that are:
3.12.1 inaccurate, misleading or unfair; or
3.12.2 in a situation where you or that other User acted fraudulently or under duress.
3.13 If you wish to report and/or are concerned about any Comments, please report them to us using either the red button alert system or using our contact details above, although we do not guarantee that we will remove or edit that Comment.
3.14 We shall not monitor or pre-screen any Comments posted by any person on the Website, but we reserve the right in our absolute discretion to block access to, omit, remove, suspend or edit any Comment that you or any User transmits, posts or sends to us or the Website (temporarily or permanently), in whole or in part, which in our reasonable opinion may breach this Agreement or may give rise to a breach of this Clause 3 or to any Liability for us or any third party.
3.15 We retain the right to post a reply to any Comment and permit others to do so.
3.16 As between you and us, you shall retain ownership of the copyright in any Comment that you create and submit to us or the Website. You hereby waive your moral rights in such Comment and grant us a royalty-free, perpetual, irrevocable, assignable, sub-licensable, worldwide, non-exclusive right and licence to use, copy, modify, edit, adapt, translate, publish and distribute (in our absolute discretion) any such Comment transmitted by you to us or the Website for any purpose whatsoever (including for display on the Website and for marketing and promoting the Calderdale Services). You hereby warrant that you have sufficient rights or licence in order to be able to submit any such Comment to us or to the Website or to any User, and for us and the Website and other Users to use the Comment in any ways intended to be used (as described in this User Agreement).
3.17 The views and comments in any Comment are those of the relevant authors and do not reflect the views of us or any of our officers or employees. We shall not be responsible for any Comment submitted or supplied by any User.
3.18 All comments, suggestions, ideas, notes, drawings, concepts or other information disclosed or offered to us by you or in response to solicitations by us regarding the Calderdale Services or the Website (each being "Ideas") shall be deemed and shall remain our property. You understand and acknowledge that we have both internal resources and other external resources which may have developed or may in the future develop ideas identical to or similar to Ideas and that we are only willing to consider Ideas on these terms. In any event, any Ideas are not submitted in confidence and we assume no obligation, express or implied by considering it. Without limitation, we shall exclusively own all now known or hereafter existing rights to the Ideas of every kind and nature throughout the world and shall be entitled to unrestricted use of the Ideas for any purpose whatsoever, commercial or otherwise without compensation to the provider of the Ideas.
Blogs and News
3.19 From time to time we may post blogs and news stories on the Website for viewing by Users. We are not responsible for the contents or accuracy of any such posts, and such posts are for background information only, as detailed under Clause 9.3. Users must make the relevant enquiries before forming their own opinion and acting based on the contents of any such post.
3.20 In performing any obligation under this User Agreement, our only duty is to exercise reasonable care and skill.
3.21 You agree not to cause any other User any loss or liability or interfere with another person's use of the Calderdale Services except to the extent that we expressly permit.
3.22 You agree to use other Users' information that you discover as a result of using the Calderdale Services strictly for the purpose of using the Calderdale Services yourself and not to post another person's data on a publicly available place (without that other person's express prior consent).
3.23 Information provided by a third party on or through the Website is facilitated by us solely for your convenience only. Your use of such information may be subject to additional terms and conditions of such third party. You agree that sole responsibility for that third party information shall rest with that third party and not us.
3.24 You agree not to circumvent the Calderdale Services or process on the Website or Fees that are due or that would otherwise be due to us if you had used the Calderdale Services.
3.25 We will use our reasonable endeavours to correct any errors or omissions in the Calderdale Services or Website as soon as practicable after being notified of them. However, we do not guarantee that the Calderdale Services or the Website will be free of faults and we do not accept liability for any errors or omissions. In the event of a fault in the Calderdale Services or the Website, you should report it by email to firstname.lastname@example.org.
3.26 You shall ensure that all information provided by or on behalf of you to us, the Website and Third Party Suppliers (whether through the Website or not) is true, complete and accurate and you shall promptly inform us of any changes to such information by updating the details in your Account or by email.
3.27 If the Website and the Calderdale Services is accessed by you from outside the United Kingdom, this is entirely at your risk. We make no representation that the Calderdale Services (or any Services referred to in the Website) are available or otherwise suitable for use outside of the United Kingdom. If you choose to access or use the Website or Calderdale Services from or in locations outside the United Kingdom, you do so on your own initiative and are responsible for:
3.27.1 ensuring that what you are doing in that country is legal; and
3.27.2 the consequences and compliance by you with all applicable laws, regulations, by-laws, codes of practice, licences, registrations, permits and authorisations (including any laws that relate to businesses providing services).
3.28 Also, although we will try to allow uninterrupted access and minimise any downtime to the Calderdale Services and the Website, access to the Calderdale Services and the Website may be suspended, restricted or terminated at any time for any reason (including for necessary maintenance or introduction of new functionality or content). We will attempt to restore such access as soon as we reasonably can.
3.29 We reserve the right to change, modify, substitute, suspend or remove without notice any information or service on the Website or forming part of the Calderdale Services from time to time without notice to you.
3.30 Calderdale is not responsible for any services, software or equipment not expressly stipulated in this User Agreement that Calderdale will provide.
3.32 The Calderdale Services and use of the Website does not include the provision of a computer or other necessary equipment to access the Website. To use the Website you will require Internet connectivity and appropriate telecommunication links. We shall not have any Liability for any telephone or other costs that you may incur.
Breaking the rules
Your statutory rights
3.35 Nothing in this User Agreement affects a Uses non-excludable statutory rights if that User or another User with your access rights accesses the Calderdale Services as a consumer.
4.1 Please note that you will always be clearly informed of the Fee before you go ahead and register for a Paid Account.
4.2 You must have the authority to use any payment card and/or PayPal account used to pay us, and you must not use any stolen cards or materials. The card and associated account or PayPal account must have sufficient money available to cover the proposed payment to us.
4.3 Unless otherwise stated on the Website all prices due for the Paid Account Services are inclusive of value added tax (if applicable), but exclusive of all other taxes and duties and charges which you shall pay in addition at the same time as payment of other sums due.
4.4 Unless otherwise expressly provided to the contrary, a payment of a Fee by you shall be in advance in full. If you have not paid in advance, you will not be able to access the Paid Account Services and you risk your Paid Account being cancelled for non-payment.
4.5 Payment of all sums due shall be made by you in full without any set-off, deduction or withholding whatsoever.
4.6 Fees will automatically be deducted from your payment card using PayPal payment facilities or PayPal account (depending on how you have set up payment for your Paid Account) each month (subject to you having sufficient moneys available on the payment card or PayPal account) unless you make clear to us and PayPal of your decision to cancel your subscription. We will not impose any additional charges on you over and above that which you originally registered for without notifying you in advance.
4.7 Fees will be deducted from the User's payment card or account permanently and (except where we have materially breached our obligations in relation to the relevant Fee) it will not be added back for any reason except as specifically provided for in this User Agreement.
4.8 The User is responsible for ensuring that he has enough money available at any one time in the card account or PayPal account provided in order to enable any use of the Paid Account Services through the Paid Account to proceed. If the User does not have enough money available in his PayPal account or on his card, then his Paid Account is at risk of being cancelled with immediate effect, and the User shall indemnify and hold us harmless against any and all losses, liabilities, claims, demands, judgments, settlements, costs and expenses that we incur or suffer as a result.
4.9 Except to the extent that we are in breach of this User Agreement or otherwise stated in this User Agreement, once any monies received from a User have been applied to a Paid Account through the Calderdale Services, those monies shall be non-refundable.
5. Intellectual Property Rights
5.1 All intellectual property rights of any nature anywhere in the world (including all copyright, database rights, patents, trade marks, service marks, trade names, designs (including the "look and feel" and other visual or non-literal elements), whether registered or unregistered) in the Website, and/or Calderdale Services, and content and material on or accessible from the Website, any database operated by us, software on the Website and all the Website design, text and graphics, and their selection and arrangement, and all software compilations, underlying source code and software (including applets and scripts) shall remain our property (or that of our licensors). You shall not, and shall not attempt to, obtain any title to any such intellectual property rights. All rights not expressly granted by us are reserved.
5.2 None of the material described in Clause 5.1 may be reproduced or redistributed without our prior written permission. You may, however, retrieve and display the content of the Website on a computer screen, store such content in electronic form on disk (but not on any server or other storage device connected to a network) or print one copy of such content for your own personal, non-commercial use, provided you keep intact all and any copyright and proprietary notices in any electronic or hard copy of the material or the Website. You shall not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the materials or content on the Website without our permission.
5.3 No part of the Website or the material described in Clause 5.1 may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without our prior written permission or as provided by law.
5.4 If you quote from the Website, you must do so fairly and give due accreditation to the author and us and reference to the Website.
5.5 Except to the extent that we expressly permit, you must not modify any material described in Clause 5.1.
5.6 All rights (including goodwill) in the Website and/or Calderdale names and logos are owned by us (or our licensors). Other products and company names mentioned on the Website, including Third Party Suppliers are the trade marks of their respective owners.
6.1 Each of you and we shall keep and procure to be kept secret and confidential the Confidential Information of the other party (whether disclosed or obtained before, on or after the commencement of this User Agreement) and shall not use nor disclose the same save:
6.1.1 for the purposes of the proper performance of its obligations or exercise of its rights under this User Agreement; or
6.1.2 as otherwise permitted by this User Agreement; or
6.1.3 with the prior written consent of the other party.
6.2 Where either you or we disclose Confidential Information of the other party to its employee, consultant, subcontractor, supplier, customer, agent, professional adviser or insurer, it shall do so subject to obligations equivalent to those set out in this Clause 6. Each party shall use its reasonable endeavours to ensure that any such employee, consultant, subcontractor, supplier, customer, agent, professional adviser or insurer complies with such obligations.
6.3 Each of you and we shall at all times:
6.3.1 adopt, retain and keep updated adequate procedures and physical security measures which protect the Confidential Information of the other party from inadvertent disclosure or release to unauthorised persons; and
6.3.2 hold the Confidential Information of the other party in strict confidence and in any event with no less standard of confidentiality than that which it applies to its own confidential information.
6.4 The obligations of confidentiality in this Clause 6 shall not extend to any matter which either you or we can show:
6.4.1 is in, or has become part of, the public domain other than as a result of a breach of the confidentiality obligations of this User Agreement; or
6.4.2 was in its written records prior to receipt; or
6.4.3 was independently developed by it; or
6.4.4 was independently disclosed to it by a third party entitled to disclose the same.
6.5 If either you or we are required to disclose the Confidential Information of the other party under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction, then the party so required may disclose the Confidential Information to the extent required but shall, prior to any disclosure where practicable, give the other party as much notice thereof as practicable and notify and consult with the other party and, at the other party's request and cost, fully co-operate with and assist that other party in opposing any such disclosure.
6.6 Neither you nor we shall make any announcement of any kind in respect of the subject matter of this User Agreement except with the prior written consent of the other party (not to be unreasonably withheld or delayed) or as is required by law.
6.7 Subject to Clause 6.6, we may identify you as a User and the type of services provided by us to you provided that in doing so we shall not (without your prior written consent) reveal any of your Confidential Information.
7. Term, Suspension and Termination
7.1 This User Agreement shall commence on the date on which you agree to this User Agreement which is the date on which you apply to register for the Registration Services.
7.2 The Registration Services will commence as soon as your registration has been accepted and you have followed the instructions in the first acceptance email that we send to you to verify your Account. Your Paid Account will be activated once you have paid the Fee through PayPal. If you are registering as a consumer, you will therefore not have a cooling off period under the Consumer Contracts Regulations (or any other similar law) in which to cancel this User Agreement (or any aspect under it) and ask for a refund of any Fees paid, once you have followed the instructions on the initial email that we send to you as the Paid Account Services will start at that point.
7.3 We shall be entitled immediately or at any time (in whole or in part), without Liability to the other, to: i) suspend the Calderdale Services and/or Website (in whole or in part); ii) suspend your use of the Calderdale Services and/or Website (in whole or in part); iii) suspend the use of the Calderdale Services and/or Website (in whole or in part) for persons we believe to be connected (in whatever manner) to you or another suspended or terminated or banned User (including who may have the same or similar email address or Internet protocol address to you or them); and/or iv) terminate this User Agreement immediately; if:
7.3.1 the other commits any material breach of these Terms and Conditions;
7.3.2 you or we suspect, on reasonable grounds, that the other has, might or will commit a material breach of these Terms and Conditions; or
7.3.3 you or we suspect, on reasonable grounds, that the other may have committed or be committing any fraud against the other or against any other person.
7.4 If we suspend or terminate your use of the Calderdale Services and/or Website (in whole or in part) under Clause 7.3, you shall not attempt to use or access the Calderdale Services and/or the Website directly or indirectly under any other name or User.
7.5 If we suspend the Calderdale Services or Website (in whole or in part), we may refuse to restore the Calderdale Services or Website until we receive an assurance from you, in a form we deem acceptable that there will be no further breach of the provisions of this User Agreement.
7.6 Either you or we may terminate this User Agreement immediately by notice to the other without cause. Except to the extent that we have been in material breach of this User Agreement or that we have provided for elsewhere in this User Agreement, any Fees paid by you shall be non-refundable.
7.7 Each of your and our rights to terminate this User Agreement shall not prejudice any other right or remedy you or we may have in respect of any breach or any rights, obligations or liabilities accrued prior to termination.
8.1 You shall fully and promptly indemnify and keep indemnified us against all liabilities, losses, damages, injuries, costs, expenses, fines, demands, claims and proceedings suffered or incurred by us arising (directly or indirectly) out of:
8.1.1 any claims or legal proceedings arising from your use or a user with your access rights use of the Calderdale Services or Website or use of the Calderdale Services or Website through your password, which are brought or threatened against us by any person; or
8.1.2 any breach of this User Agreement by you; or
8.1.3 any liability owed by you to another User.
9. Limitation of Liability
9.1 This Clause 9 prevails over all other Clauses and sets forth our entire Liability, and your sole and exclusive remedies, in respect of:
9.2 Nothing in this User Agreement shall exclude or limit our Liability for (i) fraud; (ii) death or personal injury caused by our Breach of Duty; (iii) any breach of the obligations implied by s.12 Sale of Goods Act 1979 or s.2 Supply of Goods and Services Act 1982; or (iv) any other Liability which cannot be excluded or limited by applicable law.
9.3 We do not warrant and we exclude all Liability in respect of the accuracy, completeness, fitness for purpose or legality of any information accessed using the Calderdale Services or Website; and we exclude all Liability of any kind for the transmission or the reception of or the failure to transmit or to receive any material of whatever nature. You should not wholly rely on any information accessed, provided or submitted using the Calderdale Services or the Website and you should make your own enquiries before forming your own opinion and taking any action based on any such information. You shall be responsible for any decision or implementation by you of any advice, recommendation or course of action proposed through use of the Calderdale Services, and we shall have no Liability for the results of such decision or implementation.
9.4 Save as provided in Clause 9.2 but subject to Clause 9.5, we do not accept and hereby exclude any Liability for loss of or damage to your (or any person’s) tangible property other than that caused by our Breach of Duty.
9.5 Save as provided in Clause 9.2 but subject to Clauses 9.4 and 9.7, our Liability for loss of or damage to your (or another person’s) tangible property caused by us, our employees, subcontractors or agents acting within the course of their employment during the performance of this User Agreement, shall not exceed [£100]. Neither corruption of data nor loss of data shall constitute physical damage to property for the purposes of this Clause 9.5.
9.6 Save as provided in Clauses 9.2 and 9.4, we do not accept and hereby exclude any Liability for Breach of Duty other than any such Liability arising pursuant to the terms of this User Agreement.
9.7 Save as provided in Clause 9.2, we shall have no Liability in respect of any:
9.7.1 indirect or consequential losses, damages, costs or expenses;
9.7.2 loss of actual or anticipated profits;
9.7.3 loss of contracts;
9.7.4 loss of use of money;
9.7.5 loss of anticipated savings;
9.7.6 loss of revenue;
9.7.7 loss of goodwill;
9.7.8 loss of reputation;
9.7.9 ex gratia payments;
9.7.10 loss of business;
9.7.11 loss of operation time;
9.7.12 loss of opportunity; or
9.7.13 loss of, damage to or corruption of, data (except to the extent that that Party specifically has a responsibility to prevent loss of, damage to or corruption of, data under this User Agreement);
Whether or not such losses were reasonably foreseeable or the Party in default or its agents had been advised of the possibility of the other incurring such losses. For the avoidance of doubt, Clauses 9.7.2 to 9.7.13 apply whether such losses are direct, indirect, consequential or otherwise.
9.8 Save as provided in Clause 9.2, our total Liability to you or any third party shall in no circumstances exceed, in aggregate, a sum equal to the greater of: a) [£100; or b) 200%] of any aggregate amount paid by you to us in the 12 months preceding any cause of action arising.
9.9 The limitation of Liability under Clause 9.8 has effect in relation both to any Liability expressly provided for under this User Agreement and to any Liability arising by reason of the invalidity or unenforceability of any term of this User Agreement.
9.10 In this Clause 9:
9.10.1 "Liability" means liability in or for breach of contract, Breach of Duty, misrepresentation, restitution or any other cause of action whatsoever relating to or arising under or in connection with this User Agreement, including, without limitation, liability expressly provided for under this User Agreement or arising by reason of the invalidity or unenforceability of any term of this User Agreement (and for the purposes of this definition, all references to “this User Agreement” shall be deemed to include any collateral contract); and
9.10.2 "Breach of Duty" means the breach of any (i) obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill in the performance of the contract or (ii) common law duty to take reasonable care or exercise reasonable skill (but not any stricter duty).
10. Data Protection
10.1 Please see our Privacy and Cookies Policy which forms part of this User Agreement.
10.2 You must have the express consent of any third party (including any relatives or friends) in order for you to disclose, comment on, or post details about that other third party to us or to the Website and you will be responsible for ensuring that such third party has agreed to this User Agreement before you send any data about them to us or the Website.
10.3 We may amend or remove data relating to any living individual if they ask us to do so, even if that person is apparently represented by you.
11.1 No partnership/agency: Nothing in this User Agreement shall be construed to create a joint venture, partnership or agency relationship between you and us and neither party shall have the right or authority to incur any liability debt or cost or enter into any contracts or other arrangements in the name of or on behalf of the other.
11.2 No other terms: Except as expressly stated in this User Agreement, all warranties, conditions and other terms, whether express or implied, by statute, common law or otherwise are hereby excluded to the fullest extent permitted by law.
11.3 Assignment: You shall not assign, transfer, charge or otherwise encumber, create any trust over or deal in any manner with this User Agreement or any right, benefit or interest under it nor transfer, novate or sub-contract any of that party's obligations under it.
11.4 Force majeure:
11.4.1 Neither party shall have any Liability for any breach, hindrance or delay in performance of its obligations under this User Agreement which is caused by an "Event of Force Majeure", regardless of whether the circumstances in question could have been foreseen. An "Event of Force Majeure" means any cause outside of the party's reasonable control, including act of God, actions or omissions of third parties (including hackers, suppliers, couriers, governments, quasi-governmental, supra-national or local authorities), insurrection, riot, civil war, civil commotion, war, hostilities, threat of war, warlike operations, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, national emergencies, terrorism, nuclear, chemical or biological contamination or sonic boom, piracy, arrests, restraints or detainments of any competent authority, blockade, strikes or combinations or lock-out of workmen, epidemic, fire, explosion, storm, flood, drought, adverse weather conditions, loss at sea, earthquake, natural disaster, accident, collapse of building structures, failure of plant machinery or machinery or third party computers or third party hardware or vehicles, failure or problems with public utility supplies (including general: electrical, telecoms, water, gas, postal, courier, communications or Internet disruption or failure), shortage of or delay in or inability to obtain supplies, stocks, storage, materials, equipment or transportation. Each Party agrees to inform the other upon becoming aware of an Event of Force Majeure, such notice to contain details of the circumstances giving rise to the Event of Force Majeure.
11.4.2 The performance of each party's obligations shall be suspended during the period that the circumstances persist and such party shall be granted an extension of time for performance equal to the period of the delay.
11.4.3 Each party shall bear its own costs incurred by the Event of Force Majeure.
11.4.4 If performance of any obligations are delayed under this Clause 11, each party shall nevertheless accept performance as and when the other shall be able to perform.
11.4.5 If the Event of Force Majeure continues without a break for more than three months, either party may terminate this User Agreement immediately by notice to the other, in which event neither party shall be liable to the other party by reason of such termination.
11.6 No waiver: Unless a party expressly states in writing that it is waiving a particular power, right or remedy in a particular stated instance, no failure or delay or omission by either party in exercising any power, right or remedy under this Agreement or at law shall operate as a waiver of such power, right or remedy; and no waiver in any particular instance shall extend to or affect any other or subsequent event or impair any powers, rights or remedies in respect of it or in any way modify or diminish that party's other powers, rights or remedies under this User Agreement or at law.
11.7 Severability: If any provision of this User Agreement is held to be unlawful, invalid or unenforceable, that provision shall be deemed severed and where capable the validity and enforceability of the remaining provisions of this User Agreement shall not be affected.
11.8 Notices: Unless otherwise stated within this User Agreement, notices to be given to either party shall be in writing and shall be delivered by hand or prepaid recorded delivery or by email, which shall be sent to you at the contact details supplied to us or the Website or to us at the contact details as specified on the Website. Notices shall be deemed received one full Business Day after the time of despatch.
11.9 No third party rights: Unless expressly provided in this User Agreement, no term of this User Agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
11.10 Survival: The provisions of Clauses 1, 12, 4, 5, 7, 8, 9, 10 and 11, and the disclaimers in this User Agreement relating to use of the Calderdale Services or to third parties, together with those provisions that either are expressed to survive its expiry or termination or from their nature or context it is contemplated that they are to survive such termination, shall survive termination of this User Agreement.
11.11 Governing law: This User Agreement (and all non-contractual obligations arising out of or connected to it) shall be governed by and construed in accordance with English law and the User hereby submits to the jurisdiction of the English courts. The parties irrevocably agree that the English courts shall have exclusive jurisdiction over any claim or matter brought by the User in relation to this Agreement. Nothing in this Clause 11.11 shall limit our right to take proceedings against the User in any other court of competent jurisdiction. All dealings, correspondence and contacts between the parties shall be made or conducted in the English language.
12.1 In this User Agreement, unless the context otherwise requires:
"Account" means a Free Account or a Paid Account;
"Business Day" means any day other than (i) a Saturday, (ii) a Sunday or (iii) a day when the clearing banks are not physically open for business in the City of London;
"Comment" means the posting of a comment by a User on a Group Blog Post on the Website;
"Confidential Information" means any information in any form or medium obtained by one party from or on behalf of the other pursuant to this User Agreement which is expressly marked as confidential or which a reasonable person would reasonably consider to be confidential whether disclosed or obtained before, on or after the date of commencement of this User Agreement together with any reproductions of such information or any part of this information (and our “Confidential Information” shall include any information relating to our methodology, software, Website, Calderdale Services, other Users, and those other Users’ confidential information);
"Fee" means any fee charged by Calderdale to a User for a Paid Account;
"Free Account" means an account which a User must register for, free of charge, in order to access the Free Account Services;
"Free Account Services" the services provided by Calderdale via registration for a Free Account through our Website, including:
a) Access to ready made worksheets for use by Users in their business;
b) Limited access to online business advisors, including real-time virtual conversations using the iChat System;
c) Users can join and post a Comment on an existing Group Blog Post;
d) Creation of an online profile of the User setting out personalised details including information on your business, a short blurb and your contact information; and
e) Users can view miscellaneous news items posted on the Website by Calderdale from time to time;
"Group Blog Post" means a posting wall or message board for comments which is categorised by reference to a particular topic and/or location (for example, car business owners in London);
"iChat System" means the software licensed by Calderdale to offer a direct, online, message based communications system between the User and Calderdale business advisors through the Website;
"Liability" has the meaning given to it in Clause 9.10.1;
"Calderdale Services" means the Site Only User Services, Free Account Services and/or Paid Account Services;
"Paid Account" means an account which the User must pay to access in order to use the Paid Account Services;
"Paid Account Services" the services provided by Calderdale via registration for a Paid Account through our Website, including:
a) Access to ready made worksheets for use by Users in their business;
b) Allocation to a more bespoke business advisor service through the allocation of a business mentor. This includes discussions and/or meetings with your business mentor through either real-time virtual conversation through the iChat System or over the phone. Your business mentor will be specially selected for you to complement your business location and sector;
c) Users can join and post a Comment on existing Group Blog Post;
d) Users can create their own Group Blog Post for either a public, open access discussion with all other Users or private, invitation only discussion with Users selected by the Paid Account holder;
e) Creation of an online profile of the User setting out personalised details including information on your business, a short blurb and your contact information; and
f) Users can view miscellaneous news items posted on the Website by Calderdale from time to time;
"Registration Services" means the Free Account Services and/or the Paid Account Services;
"Service" means a particular service offered by a Third Party Supplier whose website is accessible via the Website;
"Site Only User Services" the services provided by Calderdale via our Website without the need for registration for an Account, including:
a) Access to a small number of ready made worksheets for use by Users in their business;
b) Restricted access to online business advisors, including real-time virtual conversations through the iChat System; and
c) Users can view miscellaneous news items posted on the Website from time to time;
"Third Party Supplier" means the supplier of any Service who advertises that Service on the Website as a “Partner” with Calderdale;
"User" means any person using either the Site Only User Services or Registration Services; and
"Website" means our website from which we provide the Calderdale Services to Users whose current uniform resource locator is at email@example.com
© Calderdale 2016. All rights reserved.
Unless otherwise stated, the copyright, database rights and any other rights in all information, data, text, drawings, artwork, pictures, photographs, images, graphics and materials (together "Materials") on the www.miventures.co.uk website (the "Site") and the design, layout, look and appearance of the Site is owned by Calderdale Limited ("we" or "us") or licensed to us by our suppliers. You are permitted to use and download such Materials or extracts from the Site to a local hard disk and print copies, subject to all of the following:
a) Your use of the Site and any Materials on the Site is for your internal, personal, private use only, except where specifically stated that the Materials can be used for business purposes.
b) Except to the extent provided by law, you must not use, copy, reproduce, republish, post, broadcast or transmit any part of the Site or such Materials for any other purpose without our express prior written consent. This includes (but without limitation) not reproducing or storing any part of the Site or such Materials in any other website or in any public or private electronic retrieval system or service.
c) Our copyright notice (ie. © Calderdale 2016) or, where indicated, the notice of our licensors must appear in all electronic or hard copies of any such Materials or extracts from the Site.
d) When you lawfully or with our consent copy, reproduce, republish, post, broadcast, transmit, print or quote from any of the Site or such Materials, you must do so fairly and give due accreditation to us, our suppliers and the Site. You shall also do so in accordance with any restrictions which we stipulate on the Site.
e) Except as we expressly permit, you must not in any way modify any Materials on the Site.
f) Any rights not expressly granted in these terms or otherwise by us are reserved.