Terms and conditions

BACKGROUND:

This agreement applies as between you, the User of this Web Site and Towards Maturity Community Interest Company ("TM"), the owner(s) of this Web Site.  Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the Web Site. If you do not agree to be bound by these terms and conditions, you should stop using the Web Site immediately.

1. Definitions and Interpretation

In this Agreement the following terms shall have the following meanings: 

"Account"

means collectively the personal information, and where relevant payment information and credentials used by Users to access Paid Content on the Web Site;

"Content"

means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of this Web Site;

"Free Content"

means any Content that is accessible by a Basic User (as defined from time to time in the body of the Web Site) upon the creation of an Account without the payment of a Subscription Fee;

"Learning Establishment"

means any provider of education to persons of any age including, but not limited to, schools, colleges, universities and professional / adult education providers;

"TM"

means Towards Maturity Community Interest Company a company limited by guarantee Registered in England no. 06527777;

 

"Paid Content"

means Content accessible only to Premium Users or Group Users (as defined from time to time in the body of the Web Site) upon the creation of an Account and the payment of a Subscription Fee;

"Service"

means collectively any online facilities, tools, services or information that TM makes available through the Web Site either now or in the future;

"Subscription Fee"

means the sum of money paid by a Premium User or Group Users at yearly intervals to keep their Account active and to enable them to access Paid Content;

"Subscription Period"

means the period of one calendar year for which a subscription has been purchased  accordingly;

  

 

"User" / "Users"

Means  any third party that accesses the Web Site and is not employed by TM and acting in the course of their employment; and

"Web Site"

means the website that you are currently using (www.towardsmaturity.org/mybenchmark) and any sub-domains of this site unless expressly excluded by their own terms and conditions.

2. Information Submitted to us

•2.1               In respect to all information that you upload to the Web Site, you  agree and warrant that:

•2.1.1          You own the intellectual property rights in all material or information that you upload to the Web Site and that such material or information is not confidential or proprietary and TM shall be free to use any such information (including, but not limited to the form in which it was submitted by you or in any changed or modified form considered necessary or desirable by TM)  in any manner and for any purpose it so desires, including but not limited to publishing the data in aggregated form for the compilation, calculation of benchmark data, for research and other related purposes, without charge or liability to you and you agree not to take any action against TM in relation to their use of such material or information.

•2.1.2          you shall indemnify and render TM harmless against any and all claims, suits proceedings, expenses, recoveries and damages including court costs and lawyers' fees and expenses of any type whatsoever, brought against TM in any jurisdiction throughout the world in connection with infringement of any third party rights in respect of any material or information that you upload to the Web Site.

•2.1.3          You have taken reasonable steps to ensure that the material or information you upload is free from any known computer viruses, or other contaminates, including but not limited to any code or instructions that may be used to modify damage disable or compromise the security of this Web Site, or any TM computer systems or networks.

3. Intellectual Property and Use of Service

•3.1               Subject to the exceptions in Clause 6 of these Terms and Conditions, all Content included on the Web Site, unless uploaded by Users in compliance with clause 2 herein, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of TM, or our affiliates.  By continuing to use the Web Site you acknowledge that such material is protected by applicable United Kingdom and International intellectual property and other laws.

•3.2               Material from the Web Site may be re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 or those detailed in Clauses 4 and 5 of these Terms and Conditions apply.

•3.3               TM have right (in their sole discretion) to alter, modify or change the Content of the Web Site and to develop, improve and enhance the Service without providing notice to you.

4. Use of Free Content

•4.1               You may print, reproduce, copy, distribute, store or in any other fashion re-use Free Content from the Web Site for personal, commercial or educational purposes only unless otherwise indicated on the Web Site or unless given express written permission to do so by TM.  Specifically you agree that:

•4.1.1          you will not systematically copy Free Content from the Web Site with a view to creating or compiling any form of comprehensive collection, compilation, directory or database unless given express written permission to do so by TM;

•4.1.2          you may, as a student of a recognised Learning Establishment, use the Free Content of the Web Site for educational purposes provided an appropriate reference is given for all Content so applied using a suitable referencing system of your choice or as stipulated by your Learning Establishment; and

•4.1.3          employees of Learning Establishments may use the Free Content of the Website for teaching purposes.

5. Use of Paid Content

•5.1               Payment of a Premium User or Group User Subscription Fee grants you a licence to use the relevant Paid Content on the Web Site, for the relevant membership level, for the duration of your subscription.  You may use such Content in the following ways:

•5.1.1          for personal purposes;

•5.1.2          for commercial purposes; and

•5.1.3          for educational purposes.

•5.2               Under such a licence, you agree that:

•5.2.1          you will not systematically copy Paid Content from the Web Site with a view to creating or compiling any form of comprehensive collection, compilation, directory or database unless given express written permission to do so by TM;

•5.2.2          you may, as a student of a recognised Learning Establishment, use the Paid Content of the Web Site for educational purposes provided an appropriate reference is given for all Content so applied using a suitable referencing system of your choice or as stipulated by your Learning Establishment; and

•5.2.3          employees of Learning Establishments may use the Paid Content of the Website for teaching purposes.

6. Use of Services

•6.1               You are permitted to use the Services only in accordance with:

•6.1.1          these terms and conditions; and

•6.1.2          any relevant law, regulation or other applicable instrument in their particular jurisdiction.

•6.2               Subject to any express agreement to the contrary, Users may only access the Services through the normal means provided by TM.  Users shall not attempt to download, convert or otherwise reverse-engineer any part of the Services.

•6.3               You may not engage in any conduct that may disrupt provision of the Services by TM.

•6.4               Subject to any express agreement to the contrary, you may not reproduce, copy, duplicate, trade or resell the Services.

7. Third Party Intellectual Property

Where expressly indicated, certain Content and the Intellectual Property Rights subsisting therein belongs to other parties.  This Content, unless expressly stated to be so, is not covered by any permission granted by Clauses 4 and 5 of these Terms and Conditions to use Content from the Web Site.  Any such Content will be accompanied by a notice providing the contact details of the owner and any separate use policy that may be relevant.

8. Links to Other Web Sites

This Web Site may contain links to other sites.  Unless expressly stated, these sites are not under the control of TM or that of our affiliates.  We assume no responsibility for the content of such web sites and disclaim liability for any and all forms of loss or damage arising out of the use of them.  The inclusion of a link to another site on this Web Site does not imply any endorsement of the sites themselves or of those in control of them.

9. Links to this Web Site

Those wishing to place a link to this Web Site on other sites may do so only to the home page of the site www.towardsmaturity.org/mybenchmark without prior permission.  Deep linking (i.e. links to specific pages within the site) requires the express permission of TM.  To find out more please contact us by email at [email protected].

10. Accounts

•10.1            In order to access Paid Content on this Web Site you are required to create an Account which will contain certain personal details which may vary based upon the type of Account that you choose (Basic, Premium or Group).  By continuing to use this Web Site you represent and warrant that:

•10.1.1      all information you submit is accurate and truthful; and

•10.1.2      you will keep this information accurate and up-to-date.

•10.2            Your creation of an Account is further affirmation of your representation and warranty.

•10.3            Sharing of accounts is not permitted unless expressly authorised in writing by TM.  You are required to keep your Account details confidential and must not reveal your Username and Password to anyone.  If you use a shared computer, it is recommended that you do not save your Account details in your internet browser.

•10.4            When choosing your Username your Username must not be obscene, or contain vulgar language or be otherwise objectionable or abusive, threatening, harassing, defamatory, ageist, sexist or racist. Any failure to do so could result in the suspension and/or deletion of your Account.

11. Subscriptions

•11.1            Subscription charges commence on the date that you activate your subscription.  Your credit / debit card will be billed using Google Checkout (or another provider as may be selected by TM from time to time) on activation and YEARLY thereafter.

•11.2            Your first payment will be at the price advertised on the Web Site.  TM reserve the right to change Subscription Fees from time to time and any such changes may affect your subscription rate:

•11.2.1      increases in price will be reflected in your subscription on the date of the immediately subsequent renewal; and

•11.2.2      decreases in price will be reflected in your subscription on the date of the immediately subsequent renewal.

•11.2.3      TM may, in their total discretion and at any time, provide special offers to encourage new Users of the Web Site. Any such offers shall be subject to the terms and conditions of each such relevant offer and shall not effect or apply to existing User subscriptions either at the time of the relevant offer or upon their renewal.

•11.3            For further information on subscriptions and pricing, please visit our Subscriptions page at http://mybenchmark.towardsmaturity.org/about_29.html which is incorporated into these terms and conditions. If you terminate your subscription or account you will continue to have access to the Paid Content for the remainder of the Subscription Period you are currently in up and until the renewal date whereupon access will cease unless you choose to pay the Subscription Fee and reactivate your subscription.

•11.4            No refunds will be provided at any time after a subscription has been made or after its renewal.

12. Termination

•12.1            Either TM or you may terminate your account and (where relevant) your subscription.  If TM terminates your Account or subscription, you will be notified by email and an explanation for the termination will be provided.  Notwithstanding the foregoing, we reserve the right to terminate without giving reasons.

•12.2            If TM terminates your account as a result of your breach of these Terms and Conditions you will not be entitled to any refund.

•12.3            If TM terminates your account or subscription for any other reason, you will be refunded any remaining balance of your Subscription Fee after deducting an administrative charge.  Such a refund will be calculated based upon the fee being divided by the number of days in the applicable Subscription Period and multiplied by the number of days remaining until the end of the Subscription Period.

•12.4            If TM terminates your Account or subscription, you will cease to have access to the Basic and Paid Content from the date of termination.

•12.5            If you terminate your account or subscription, you will continue to have access to Paid Content for the remainder of your subscription period as per Clause 10.3.

13. Privacy

Use of the Web Site is also governed by our privacy policy at http://mybenchmark.towardsmaturity.org/about_29.html which is incorporated into these terms and conditions by this reference.  To view the Privacy Policy, please click on the link above.

14. Disclaimers

•14.1            TM makes no warranty or representation that the Web Site will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, or that it will be secure.

•14.2            Whilst every reasonable endeavour has been made to ensure that all information provided on this Web Site will be accurate and up to date, TM makes no warranty or representation that this is the case.  We make no guarantee of any specific results from the use of our services.

•14.3            No part of this Web Site is intended to constitute advice and the Content of this Web Site should not be relied upon when making any decisions or taking any action of any kind.

•14.4            Commercial use of the information on this Web Site is permitted, however TM makes no representation or warranty that this Content is suitable for use in commercial situations or that it constitutes accurate data and / or advice on which business decisions can be based.

•14.5            Whilst every effort has been made to ensure that all descriptions of services available from TM correspond to the actual services available, TM is not responsible for any variations from these descriptions.

15. Availability of the Web Site

•15.1            The Service is provided "As Is" and on an "as available" basis.  We give no warranty that the Service will be free of defects and / or faults.  To the maximum extent permitted by the law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.

•15.2            TM accepts no liability for any disruption or non-availability of the Web Site resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, maintenance, natural events, acts of war or legal restrictions and censorship.

•15.3            TM   reserves the right to revise, withdraw or restrict access to the Free Content and/or Paid Content of this web site in whole or in part at any time without prior notice.

16. Limitation of Liability

•16.1            TM's liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising out of our breach of these Terms and Conditions shall be limited to 125% of the value of a User's current subscription.  For all other direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Web Site or any information contained therein, to the maximum extent permitted by law, TM accepts no liability. Users should be aware that they use the Web Site and its Content at their own risk.

•16.2            Nothing in these Terms and Conditions excludes or restricts TM's liability for death or personal injury resulting from any negligence or fraud on the part of TM.

•16.3            Whilst every effort has been made to ensure that these Terms and Conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these terms and conditions and shall not affect the validity and enforceability of the remaining terms and conditions.  This term shall apply only within jurisdictions where a particular term is illegal.

17. No Waiver

In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.

18. Previous Terms and Conditions

In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.

19. Notices

All notices / communications shall be given to us either by post to our Premises (see address above) and by email to [email protected] Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.

20. Law and Jurisdiction

These Terms and Conditions and the relationship between you and TM shall be governed by and construed in accordance with the Law of England and Wales and TM and you agree to submit to the exclusive jurisdiction of the Courts of England and Wales.

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