Terms & Conditions

 

1 TERMS OF USE
1.1 This Agreement (together with the documents referred to in it) set out the terms of use on which you may make use of the Paris Smith Business Club online services. Please read these terms of use carefully before you start to use the Service.
1.2 By using our Service, you indicate that you accept these terms of use and that you agree to abide by them. If you do not agree to these terms of use, please refrain from using our Service.

 

2 DEFINITIONS
2.1 Agreement” means these terms and conditions together with the Schedule between you and Paris Smith LLP.
2.2 Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 6.
2.3 Intellectual Property Rights” means all copyrights, design rights, trade marks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for any of them, anywhere in the world.
2.4 Forum” means the interactive forum on the Website where members may post messages and exchange views.
2.5 Materials” means the materials and content provided by Us as part of the Service.
2.6 Service” means the provision of access to the members only area of the Website, the provision of articles and information on the Website, access to the Forum and access to such other services as may be made available on the Website from time to time.
2.7 Subscription Fee” means the subscription fee for the Service to be provided under this Agreement, as specified on the Website at the date of acceptance or renewal of this Agreement.
2.8 Subscription Period” means the period in respect of which a Subscription Fee is payable for the Service, as specified on the Website at the date of acceptance of this Agreement or, upon renewal, as specified in clause 13.1.
2.9 “Us, We, or Our” means Paris Smith LLP.
2.10 Website” means the website at the domain www.parissmithbusinessclub.co.uk
2.11 You or Your” means the party entering into this Agreement with us by paying the Subscription Fee and accepting these terms.

 

3 LICENCE
3.1 We grant you a non-transferable, limited licence to access and use the Service and Materials for which you agree to pay us the Subscription Fee.
3.2 This authority and licence starts when you enter into this Agreement and ends:
3.2.1 if the Subscription Period expires without being renewed; or
3.2.2 if this Agreement is terminated under clause 13.

 

4 PERMITTED USE
4.1 You may use the Service to:
4.1.1 electronically display the Materials;
4.1.2 print off one copy, and download extracts, of any page(s) of the Materials for your personal reference only; and
4.1.3 use the interactive features of the Website, including but not limited to participating in the discussion forum.
4.2 You may not disseminate any part of the Materials to any third party.

 

5 YOUR OBLIGATIONS
5.1 You will:
5.1.1 use and adhere to the user names, passwords and any authentication codes or security procedures which we notify to you from time to time and keep such details secure and confidential;
5.1.2 refrain from using other member’s login details;
5.1.3 take reasonable steps to ensure that no third party accesses the Materials or Service using accounts created with your username and password;
5.1.4 not copy, print out or otherwise reproduce any of the Materials, except as permitted under this Agreement or authorised by us in writing;
5.1.5 not make any part of the Materials or Service available to anyone, except as permitted under this Agreement or authorised by us in writing;
5.1.6 not, subject to clause 5.2 below, alter any part of the Materials or Services; or
5.1.7 not purport to assign or otherwise dispose of your rights under this Agreement.
We have the right to disable any user authentication code or password at any time if, in our opinion, you have failed to comply with any of the provisions of this clause 5.1.
5.2 You are responsible for configuring your information technology, computer programmes and platform in order to access the Service.
5.3 By submitting any individual’s personal information to us, you agree, and confirm your authority from such other individual, to our collection, use and disclosure of such personal information, including the display of member’s names on the Website, in accordance with our privacy policy.

 

6 OUR OBLIGATIONS
6.1 We will take reasonable steps to ensure that any software and data files we supply to you as part of the Service are virus-free.
6.1 We will take reasonable steps to ensure that any software and data files we supply to you as part of the Service are virus-free.
6.2 We will use our best endeavours to ensure that the Service is provided continuously and that access to our Website is not interrupted by any event within our control. We will notify you in advance of planned downtime, which, if reasonably practicable, will be scheduled outside normal United Kingdom office hours.
6.3 We undertake no obligation to respond to queries.

 

7 MODIFICATIONS
We reserve the right to make changes to the Service and to its accessibility (including accessibility periods) on grounds we consider reasonable, provided that the functionality and performance of the Service will not as a result be materially affected to your detriment.

 

8 CHARGES
8.1 In consideration of us providing the Service, you agree to pay us the Subscription Fee for the first Subscription Period on the date your application for membership is submitted. Payment for subsequent Subscription Periods shall be debited from your paypal account automatically on the date of renewal unless you notify us prior to that date that you wish to terminate this Agreement.
8.2 We reserve the right to change the Subscription Fee on 90 days’ written notice to you provided that any such change shall not have retrospective effect.
8.3 If any sum payable under this Agreement is not paid within 7 days after the due date then (without prejudice to our other rights and remedies) we reserve the right to charge interest on such sum on a day-to-day basis (as well after as before any judgment) from the date or last date for its payment to the date of actual payment (both dates inclusive) at the rate specified in or by reference to the Late Payments of Commercial Debts (Interest) Act 1998 from time to time in force. Such interest is payable on demand.
8.4 Our Service does NOT include (and the Subscription Fee does not cover):
8.4.1 PCs, modems, printers or other equipment you may need to access and use the Service;
8.4.2 communication charges, access fees, levies, tariffs or other related costs, whether between you and us (including our internet website), or between you and anyone else; or
8.4.3 installation and testing of any communications lines, links or interfaces or any equipment, software or service you use in connection with the Service.
All of the above are entirely your responsibility and at your own cost.

 

9 INTELLECTUAL PROPERTY RIGHTS
9.1 The Intellectual Property Rights in the Materials and Service (including any software, databases, images, “applets”, photographs, animations, video, audio, music and text incorporated into them) are and shall remain our property and we reserve the right to grant licences to use the Materials and Service to third parties.
9.2 Nothing in this Agreement shall transfer any proprietary rights in the Materials or Services from us to you.
9.3 You must notify us immediately if you become aware of any unauthorised use of the whole or part of the Materials or Service by any person.
9.4 You agree to grant us a non-exclusive royalty-free licence for the period that this Agreement is in force to use your trade marks (whether registered or unregistered) on the Website.

 

10 DISCLAIMER
10.1 Our policy is to conduct our business at all times in a professional manner and to best practice standards. We use our best endeavours to maintain the Materials and Service up to date. However, you should note in particular:
10.1.1 the Materials and Service are not intended to constitute a definitive or complete statement of the law on any subject, nor are any part of them intended to constitute legal advice for any specific situation;
10.1.2 we do not undertake any obligation to consider whether the information provided to or by us for the purpose of the Service is either sufficient or appropriate for any particular actual circumstances;
10.1.3 the Materials set out the law as at the date they were written and therefore, at the time you view such Materials, may include archived information and resources which may be incorrect or out of date;
10.1.4 you should take specific advice when dealing with specific situations. The Services are general and educational in nature, may not reflect all recent legal developments and may not apply to the specific facts and circumstances of individual transactions and cases; and
10.1.5 the Materials and Service do not cover the following areas of law:
10.1.5.1 pensions;
10.1.5.2 corporate tax;
10.1.5.3 financial services; or
10.1.5.4 consumer credit agreements.
10.2 You accept that we cannot guarantee availability or response times and may have to suspend the Service at our sole discretion from time to time.
10.3 We shall at all times use all reasonable endeavours to maintain the Service free of bugs and viruses and to ensure that the Service is supplied to you without interruption. However, we strongly recommend that you have your own effective anti-virus programs.
10.4 You acknowledge that, like all other internet and computer users, we cannot guarantee total system security. In particular, we do not warrant that the Service will be uninterrupted or error-free and we are not liable for any delay in response time in accessing the internet.
10.5 We do not make any other warranties, guarantees or representations concerning the operation or performance of the Service including, but not limited to:
10.5.1 the regularity with which the Service is updated; and
10.5.2 the speed in which Materials are added to the Service.
10.6 You accept that we require you to have your own security procedures effective against hacking.
10.7 We give you no warranty or assurance that the Service and our means of delivering it are compatible with your software or computer configuration.
10.7 We give you no warranty or assurance that the Service and our means of delivering it are compatible with your software or computer configuration.

 

11 LIABILITY
11.1 This clause sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents, contributors, consultants and sub-contractors) to you in respect of:
11.1.1 any breach of this Agreement;
11.1.2 any use made by you of the Service or the Materials or any part of them; and
11.1.3 any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this Agreement.
11.2 Except as expressly and specifically provided in this Agreement:
11.2.1 you assume sole responsibility for results obtained from the use of the Materials and the Service by you, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided by you or third parties in connection with the Service, or any actions taken by us at your direction; and
11.2.2 all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
11.3 Nothing in this Agreement excludes our liability:
11.3.1 for death or personal injury caused by our negligence; or
11.3.2 for fraud or fraudulent misrepresentation.
11.4 Subject to clause 11.3 above:
11.4.1 we shall not be liable for any loss of profits, loss of business, depletion of goodwill or similar losses or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising; and
11.4.2 our total aggregate 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 be limited to the price paid for the Service during the 12 months preceding the date on which the claim arose. You acknowledge that this limitation is reasonable.
11.5 Under this clause, “our liability” includes our respective agents, employees, contributors and consultants and sub-contractors who shall be entitled to the benefit of the limitations on liability in this Clause 11, “you” includes any other party claiming through you and “loss or damage” includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Service, whether under this Agreement or other agreement or in consequence of any misrepresentation, misstatement or tortuous act or omission, including negligence.
11.6 We shall have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations under the Agreement or from carrying on business by acts, events, omissions or accidents beyond our reasonable control, including without limitation default of sub-contractors, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or communications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.

 

12 USE OF FORUM
The provisions of the Schedule below shall apply to the use of the Forum.

 

13 TERM AND TERMINATION
13.1 Subject to earlier termination in accordance with this clause 13 this Agreement shall commence on the day that your subscription to the Service is accepted and shall continue for the remainder of the Subscription Period.
13.2 Subject to earlier termination in accordance with this clause 13 this Agreement shall renew automatically at the end of the first Subscription Period for a further Subscription Period of 12 months, and at the end of that and each subsequent Subscription Period for successive periods of 12 months each.
13.3 You may terminate this Agreement at any time by giving written notice to us.
13.4 We may terminate this Agreement:
13.4.1 by giving at least 30 days’ written notice to you; or
13.4.2 if you fail to pay any sums due under this Agreement by the due date after written notification of such failure by us requiring payment within 30 days of such notice, notwithstanding any other provisions for late payment in this Agreement.
13.5 Either party may terminate this Agreement immediately by notice in writing:
13.5.1 if the other is in material or continuing breach of any of its obligations under this Agreement and fails to remedy the same (if capable of remedy) within a period of 15 days after written notice of the breach by the other party;
13.5.2 by either party if the other party is involved in any legal proceedings concerning its solvency, or ceases trading, or commits an act of bankruptcy or is adjudicated bankrupt or enters into liquidation, whether compulsory or voluntary, other than for the purposes of an amalgamation or reconstruction, or makes an arrangement with its creditors or petitions for an administration order or has a receiver or manager appointed over all or any part of its assets or generally becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986.

 

14 CONSEQUENCES OF TERMINATION
14.1 Termination of this Agreement for any reason will not entitle you to a refund of the Subscription Fee already paid, unless:
14.1.1 we terminate this Agreement in accordance with clause 13.4.1 above, in which case we will refund to you a pro rated amount in respect of the remainder of your current Subscription Period; or
14.1.2 you terminate this Agreement in accordance with 13.5.1.
14.2 Upon any termination or expiry of this Agreement, you must:
14.2.1 immediately deliver to us all documentation, equipment and information relating to us in your possession or under your control; and
14.2.2 immediately cease use of the Service.
14.3 Termination will be without prejudice to the rights of both parties accrued before such termination.

 

15 WAIVER
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other remedy.

 

16 REMEDIES
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

 

17 SEVERANCE
17.1 If any court or competent authority finds that any provision of this Agreement is invalid, illegal or unenforceable, that provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
17.2 If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

 

18 CHANGES TO THIS AGREEMENT
We may revise the terms of this Agreement at any time. We will give you reasonable prior notice of such changes.

 

19 NO PARTNERSHIP OR AGENCY
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership, agency agreement or joint venture between either party.

 

20 GOVERNING LAW
This Agreement and any contractual or non-contractual claim or dispute arising out of or in connection with it shall be governed by and construed in accordance with the laws of England.

 

21 JURISDICTION
The parties irrevocably agree that the courts of England 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).

 

22 ENTIRE AGREEMENT
22.1 This Agreement, any documents referred to herein and any invoice constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this Agreement.
22.2 Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. The only remedy available to it for breach of the Agreement shall be for breach of contract under the terms of this Agreement.

 Schedule

Terms of use for Discussion Forums and Blogs

 

1 MODERATION
1.1 Where we do moderate contributions, every contribution submitted to the Forum (Contribution) will be checked by us for compliance with the content standards below (Content Standards) as soon as reasonably practicable after it is published. We will try to publish as many Contributions as possible but cannot guarantee that all Contributions will be published. We also cannot guarantee how quickly Contributions will be posted on the Forum as this will depend on other editorial commitments.
1.2 We are under no obligation to you or any other person to oversee, monitor or moderate the Forum or any other service we provide on our site or any other site and may stop moderating the Forum at any time. We reserve the right to remove, or to disable access to, any Contribution which we deem to be potentially defamatory of any person or which we deem unlawful or in violation of any third party rights. We expressly exclude liability for any loss or damage arising from the use of the Forum by any person in contravention of these Content Standards.

 

2 CONTENT STANDARDS
2.1 These Content Standards apply to each part of a Contribution as well as to its whole. The Content Standards must be complied with in spirit as well as to the letter. We will determine, in our discretion, whether a Contribution breaches the Content Standards.
2.2 A Contribution must:
2.2.1 be accurate (where it states facts);
2.2.2 be genuinely held (where it states opinions);
2.2.3 comply with the law applicable in England and Wales and in any country from which it is posted; or
2.2.4 be relevant.
2.3 A Contribution must not:
2.3.1 be defamatory of any person;
2.3.2 be obscene, offensive, hateful or inflammatory;
2.3.3 promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
2.3.4 disclose the name, address, telephone, mobile or fax number, e-mail address or any other personal data in respect of any individual other than that of the person posting the Contribution;
2.3.5 infringe any copyright, database right or trade mark of any other person;
2.3.6 breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
2.3.7 be in contempt of court;
2.3.8 be likely to harass, upset, embarrass, alarm or annoy any other person;
2.3.9 impersonate any person, or misrepresent your identity or affiliation with any person;
2.3.10 give the impression that the Contribution emanates from Us if this is not the case;
2.3.11 advocate, promote, incite any third party to commit, or assist any unlawful or criminal act;
2.3.12 contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism; or
2.3.13 contain any advertising or promote any services or web links to other sites.

 

3 COPYRIGHT
3.1 By submitting a Contribution to the Forum, you agree to grant us a non-exclusive licence to use that Contribution. Although you will still own the copyright in your Contribution, we will have the right to freely use, edit, alter, reproduce, publish and/or distribute the material contained in your Contribution. This licence will be free of charge, perpetual and capable of sub-licence. We may exercise all copyright and publicity rights in the material contained in your Contribution in all jurisdictions, to their full extent and for the full period for which any such rights exist in that material.
3.2 Please also note that, in accordance with the Content Standards above, you must ensure that your Contribution does not infringe any copyright, database right or trade mark of any other person. By submitting your Contribution to the Forum, you are warranting that you have the right to grant us the non-exclusive copyright licence described above.
3.3 If you are not in a position to grant such a licence to us, please do not submit the Contribution to the Forum.

 

4 BREACH OF THESE CONTENT STANDARDS
4.1 If we consider that a breach of the Content Standards above has occurred, we may at our discretion take such action as we deem appropriate. Failure to comply with these Content Standards constitutes a material breach of the terms of use on which you are permitted to use the Forum, and may result in us taking all or any of the following actions:
4.1.1 immediate, temporary or permanent withdrawal of your right to use the Forum;
4.1.2 immediate, temporary or permanent removal of any Contribution already posted on the Forum;
4.1.3 return the contribution to you for amendment and resubmission;
4.1.4 issue of a warning to you;
4.1.5 legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
4.1.6 further legal action against you; and
4.1.7 disclosure of such information, including but not limited to your name and address, to any third party as we reasonably feel is necessary or as required by law.
4.2 We exclude liability for all action we may take in response to breaches of these Content Standards. The actions described above are not limited, and we may take any other action we reasonably deem appropriate.

 

5 COMPLAINTS
If you wish to complain about any Contribution posted to the Forum, please e-mail us using the e-mail info@parissmithbusinessclub.co.uk. We will then review the Contribution and decide whether it complies with the Content Standards above. We will deal with any Contribution which, in our opinion, violates the Content Standards as described above (see section “Breach of these Content Standards”). We will inform you of the outcome of our review within a reasonable time of receiving your complaint.