1. TERM OF ENGAGEMENT

• This agreement will continue throughout the term of membership.

2. CONFIDENTIAL INFORMATION

• We acknowledge that in the course of providing the Services we will have access to Confidential Information (as defined in clause 16).
• We agree not to (except in the proper course of our duties) use or disclose to any third party any Confidential Information. This restriction does not apply to:
  • any use or disclosure authorized by you or required by law;
  • any use or disclosure which we in our absolute discretion consider necessary or advisable in order to prevent illegal acts or harm to you or to others; or
  • disclosure to professional advisers/insurers; or
  • any information which is already in, or comes into, the public domain otherwise than through my unauthorized disclosure; or
  • general reference to project/engagement etc., within advertising or promotional material.
• You may disclose to third parties such information about the Sessions as you wish.

3. DATA PROTECTION AND INTELLECTUAL PROPERTY

• You acknowledge and agree that your personal data will be processed by and on behalf of us as part of us providing you with the Services.
• We are the owners or the licensee of all Intellectual Property Rights and all other rights in the materials and content that we use within the Sessions and nothing in this agreement or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in such material or content to you or to any other person.
• You may not at any time copy, reproduce, publish in any form, share, sell, dispose of, or otherwise make available to a third party in any way any of the content or materials that we use in the Sessions.
• We grant to you a limited, non-exclusive, non-transferable, non-sub licensable revocable licence to use all or any of the content or material used in the Sessions for the purposes for which the Sessions were provided only.
• You may not, without our prior written consent, make use of any audio or visual recordings of all or any part of our Sessions.
• Retention of Documents policy – electronic copies of the Sessions will be retained for a period of 6 years only.
• Cyber liability – to avoid the possible transmission of cyber viruses, malicious content, etc., any material that passes between us outside of a Session should be submitted to appropriate and rigorous scanning prior to sending.

4. OBLIGATIONS ON TERMINATION

• On or before the date of termination of this agreement, you shall immediately pay any unpaid fees or other sums payable under this agreement.
• Termination of this agreement shall not affect the accrued rights, remedies, obligations, and liabilities of either of us as at the date of termination of this agreement, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
• Clauses which expressly or by implication have effect after termination shall continue in full force and effect after the date of termination of this agreement, including the following clauses: clause 5 (Confidential Information), clause 6 (Data Collection & Intellectual Property), clause 9 (Limitation on liability) and clause 15 (Governing law and jurisdiction).

5. STATUS

• The relationship between us will be that of independent contractor and nothing in this agreement shall render us your employee, worker, agent, or partner.

6. LIMITATION ON LIABILITY

• Nothing in this clause shall limit our liability for death or personal injury caused by our negligence or for our fraud or fraudulent misrepresentation or for any matter for which liability cannot be legally excluded or limited.
• We shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of corruption of data, or information, or any special, indirect, consequential, or pure economic loss, costs, damages, charges, or expenses suffered, or incurred by you, as a result of you entering into this agreement and us providing the Services.
• Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this agreement shall in all circumstances be limited to the total price paid by you for the Sessions.
• If we are prevented from or delayed in performing our obligations by your act or omission or by any circumstance outside of our control, we shall not be liable to you for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.
• No action or proceedings for any breach of these terms of use whether in contract or in tort or in delict or in negligence or for breach of statutory duty or otherwise shall be commenced against the Consultant after the expiry of 6 years from the date that the Consultant last performs its services under this engagement.
• In the event of a claim against us, set off is not permitted.
• If any part of these terms of use are held to be invalid or unenforceable, the remaining terms will continue in full force and effect.
• The provisions of this clause 9 shall survive termination of this agreement.

7. FORCE MAJEURE

• We shall not be in breach of this agreement, nor liable to you as a result of any delay or failure to perform the Services and/or our obligations under these terms of use as a result of a Force Majeure event. For the purpose of this agreement, a Force Majeure event is an event beyond our reasonable control including but not limited to strikes, lock-outs or other industrial disputes, government actions, failure of a utility service, a public or private telecommunications network or a transport network, act of God, war, riot, civil commotion, epidemic or pandemic, malicious damage, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
• If the Force Majeure event prevents us from providing the Services and/or its obligations under these terms of use for more than 8 weeks, we shall, without limiting our other rights or remedies, have the right to terminate these terms of use immediately by giving written notice to the Client.

8. ENTIRE AGREEMENT AND PREVIOUS CONTRACTS

• You acknowledge and agree that:

(a)        this agreement constitutes the entire agreement and understanding between us and supersedes any previous arrangement, understanding or agreement between us relating to the provision of the Services (which shall be deemed to have been terminated by mutual consent);

(b)        in entering into this agreement, you have not relied on any Pre-Contractual Statement (as defined in clause 16).

9. VARIATION

• No variation of this agreement shall be valid unless it is in writing and signed by or on behalf of each of us.

10. COUNTERPARTS

• This agreement may be executed in any number of counterparts, each of which, when executed, shall be an original, and all the counterparts together shall constitute one and the same instrument.

11. THIRD PARTY RIGHTS

• The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any person that is not a party to this agreement.
• We shall have no liability for any use by the you of any of the documents provided for any purpose other than that for which they were originally prepared or provided by us.
• Nothing in this engagement shall confer or purport to confer on any third party any benefit or the right to enforce any term of these terms of use pursuant to the Contracts (Rights of Third Parties) Act 1999.

12. GOVERNING LAW AND JURISDICTION

• These terms of use are subject to the law of England and Wales and the parties hereto submit to the exclusive jurisdiction of the courts of England and Wales.
• The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

13. INTERPRETATION

• The definitions and rules of interpretation in this clause apply in this agreement (unless the context requires otherwise).

Confidential Information: information in whatever form relating to you and your affairs that are confidential to you including (but not limited to): (i) information that we obtain in connection with the provision of the Services and (ii) the fact that we are providing the Services to you.

Pre-Contractual Statement: any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the provision of the Services other than as expressly set out in this agreement.

• A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
• Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
• Unless the context otherwise requires, words in the singular include the plural and, in the plural, include the singular.

14. Social Media

• Use of the group and social media requires agreement to the following:

Be Kind & Courteous:
We’re all in this together to create a welcoming environment. Let’s treat everyone with respect. Healthy debates are natural, but kindness is required. Foul language will not be tolerated.

No Hate Speech Or Bullying:
Make sure that everyone feels safe. Bullying of any kind isn’t allowed, and degrading comments about things such as race, religion, culture, sexual orientation, gender or identity will not be tolerated.

Respect Everyone’s Privacy:
Being part of this group requires mutual trust. Authentic, expressive discussions make groups great, but may also be sensitive and private. What’s shared in the group should stay in the group.

No Promotions Or Spam:
Give more to this group than you take. Self-promotion, spam and irrelevant links aren’t allowed.

• Further rules for the group may be added at any time, if found necessary.