Terms and Conditions
Website Terms and Conditions of Use
These terms and conditions detail the terms on which you may make use of our website, www.qualoria.com (the "Website"), whether as a guest, a registered user or a subscriber. For simplicity they have been split into 6 parts:
• Part A: General Terms of Use
• Part B: Privacy Policy
• Part C: Acceptable Use Policy
• Part D: Miscellaneous Provisions
• Part E: Registration Services
• Part F: Partnering Services
(together the "Terms of Use").
Please read these terms and conditions carefully before you start to use the Website. By using the whole or any part of our Website, 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 Website.
Parts of our Website (and the services and facilities accessible through them) have their own terms and conditions which apply in addition to these Terms of Use. By using those services and facilities you accept and agree to abide by these Terms of Use and the additional terms and conditions. If you do not agree to all such terms and conditions of use, please refrain from using the relevant service or facility.
Part A: General Terms of Use
1 Information about us
1.1 www.qualoria.com is a website operated by Qualoria Limited ("we", "us", "our"). We are registered in England and Wales under company number 06823347 and have our registered office at Daresbury Innovation Centre Keckwick Lane, Daresbury, Warrington, Cheshire UK WA4 4FS. Our VAT number is GB 973 1649 93.
1.2 We are a limited company.
2 Definitions
2.1 In these Terms of Use, the following terms have the following meaning:
"Assets"
assets and partnering opportunities which are posted on the Website by you;
"Partnering Service"
the right for a User to post Assets on the Website and to search the database of Other User Assets (for the purposes of, amongst other things, identifying partnering opportunities) made available by us from time to time via the Website which service is governed by Part F of these Terms of Use;
"Registration Service"
the right for a User to post Assets on the Website which service is governed by Part E of these Terms of Use;
"Other User Assets"
partnering opportunities which are advertised or posted on the Website by third parties;
"Other User"
any User other than you who posts Other User Assets on the Website; and
"User"
any person who has registered for the Registration Services or subscribed for the Partnering Service.
3 Accessing the Website
3.1 Access to the Website is permitted on a temporary basis, and we reserve the right to withdraw, suspend or amend any part of the Website and/or any service we provide on the Website without notice and without liability. We will not be liable if for any reason the Website is unavailable at any time or for any period.
3.2 From time to time, we may restrict access to some parts of the Website, or the entire Website, to Users (or a subset of Users).
3.3 If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you are responsible for and must keep such information confidential. You are not permitted to share a password or user name with any third party save as otherwise specified in paragraph 14 of this Part A (General Terms of Use).
3.4 We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of the Terms of Use.
3.5 When using the Website, you must comply with the provisions of our Acceptable Use Policy in Part C, with the provisions of any other applicable part of these Website Terms and Conditions and with the provisions of any other terms and conditions for the particular service or facility you use.
3.6 You are responsible (at your own cost) for making all arrangements necessary for you to have access to the Website (be it via a computer, mobile device or otherwise), to protect your own computer systems or mobile device and to comply with the Terms of Use. Access to the Website is via the internet which we do not have any control over. Your use of the internet is at your own risk and is subject to all applicable national and international laws and regulations. We have no responsibility for any information or services obtained by you on the internet.
3.7 You are also responsible for ensuring that all persons who access the Website through your internet connection are aware of our Terms of Use, and that they comply with them.
4 Intellectual property rights
We are the owner or the licensee of all intellectual property rights in the Website and in the material published on it but, for the avoidance of doubt, we will not acquire any intellectual property rights in the Assets and/or Other User Assets as a result of providing the Registration Service or Partnering Service. The materials published on the Website are protected by copyright laws and treaties around the world and save as otherwise specified herein, all such rights are reserved by us.
5 Use of materials
5.1 Subject to clause 5.4, you may print off, download extracts, use and/or view any page(s) of the Website solely for your bona fide business development partnering.
5.2 You must not re-sell or otherwise use the materials available on our Website for commercial purposes without obtaining a licence to do so from us or our licensors.
5.3 Save in respect of the Assets you will not claim any ownership of any materials (including Other User Assets) or take or fail to take any actions that could reasonably give that impressions. You are however entitled to quote sections of the materials provided that all such quoted material is clearly attributed to the relevant author. You must not delete any copyright, trademark or other proprietary notices on any materials printed off or downloaded from the Website without our prior written consent (to be given in our absolute discretion).
5.4 Access to some materials on our Website is limited to Users (or a subset of Users). You are not permitted to access print-off, download or copy such materials unless you have registered or subscribed with us or are part of the applicable sub-set of Users. You must comply with any applicable additional terms and conditions that apply to such materials and your access to and use of them.
5.5 If you print off, copy or download any part of the Website in breach of these terms of use, your right to use the Website will cease immediately and without liability on our part and you must, at our option, return or destroy any copies of the materials you have made.
5.6 No part of the Website may be reproduced, edited, modified, transmitted to or stored in any medium (including without limitation on any other website) without our express written consent (to be given in our absolute discretion).
6 Reliance on information posted
6.1 Commentary and other materials posted on the Website are not intended to amount to advice on which reliance should be placed.
6.2 Other Users are solely responsible for ensuring that any Other User Assets are accurate up-to-date and reasonably represents the Other User Assets. You acknowledge that we do not verify the content of any such Other User Assets. Your use of such Other User Assets is governed by Part F.
6.3 Furthermore where you are a User of the Registration Services, you are solely responsible for ensuring that your Assets posted on the Website are up-to-date and reasonably represent your Asset (please see Part E for additional terms governing your posting of Assets).
6.4 No warranty is provided relating to the accuracy or completeness of any materials, your Assets or Other User Assets available on the Website.
We therefore disclaim all liability and responsibility arising from any reliance placed on such materials, your Assets or Other User Assets available on the Website by any visitor to the Website, or by anyone who may be informed of any of these materials, the Assets or Other User Assets.
7 The Website changes regularly
We aim to update the Website regularly, and may change the content at any time (please see Part E and Part F for further details about Assets and Other User Assets respectively). If the need arises, we may suspend access to the Website, or close it indefinitely. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
8 Information about you and your visits to the Website
We will process information about you in accordance with our Privacy Policy as set out in Part B. By using the Website, you consent to such processing and you warrant that all data provided by you is accurate.
9 Uploading material to the Website
9.1 Whenever you make use of a feature that allows you to upload material to the Website, or to make contact with other users of the Website, you must comply with the content standards set out in our Acceptable Use Policy as set out in Part C as well as any other applicable terms and conditions. You warrant that any such contribution does comply with those standards, and you indemnify us in respect of any loss, damage, liability, cost and expense that we may suffer or incur as a result of any failure to comply with those standards.
9.2 All material you upload to the Website will be considered non-confidential. By posting material on the Website you grant us a right to publish the material on the Website and to use, copy, distribute and disclose to third parties any such material in an aggregated and anonymised form for our reasonable business purposes including the provision of the Services. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to the Website constitutes a violation of their intellectual property rights, or of their right to privacy.
9.3 Posting of Assets by you is also subject to the additional terms set out in Part E.
9.4 By uploading any materials (including Assets) to the Website you warrant and represent that you have the right to post such materials on the Website.
9.5 We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other User of the Website.
9.6 We have the right to remove any material or posting you make on the Website for any reason whatsoever if, in our opinion, such material may not comply with the content standards set out in our Acceptable Use Policy as set out in Part C.
10 Viruses, hacking and other offences
10.1 You must not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is either malicious or technologically harmful. You must not attempt to gain unauthorised access to the whole or any part of the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack.
10.2 By breaching clause 10.1, you may commit a criminal offence under the United Kingdom Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Website will cease immediately.
10.3 We will not be liable for any loss, liability, cost or damage caused by a distributed denial-of-service attack, virus or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Website or to your downloading of any material posted on it, or on any website linked to it.
10.4 We will use commercially reasonable endeavours to ensure that the Website does not promulgate any material errors, viruses, trojans, worms, logic bombs or other material which is either malicious or technologically harmful but we cannot guarantee that the Website will be uninterrupted or error-free; fully protected against unauthorised interruption or interception; or meet your requirements.
10.5 You should virus check all materials which you download from the Website and regularly check your system for the presence of errors, viruses, trojans, worms, logic bombs or other material which is either malicious or technologically harmful which may have been contracted from the Website.
11 Use of software
You must not attempt to decipher, de-compile, disassemble or reverse engineer any of the software comprising the whole (or part of) the Website.
12 Linking to the Website
12.1 You may put a link on your website to the Website's home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
12.2 The website from which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy as set out in Part C. We reserve the right to remove any link without notice.
12.3 You may not deep link to or frame the Website on any other site.
13 Links from the Website
13.1 Where the Website contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.
13.2 Where the Website displays or provides links to advertising materials or profiles of a third party, the content of those materials are the responsibility and liability of the relevant third party. We have no control over the contents of those materials, and accept no responsibility for them or for any loss or damage that may arise from your use of them. The presence of a third party's advertising or other content on the Website does not in any way give rise to or, otherwise imply, a recommendation, endorsement or other representation on our part in respect of the third party's products or services.
14 Third Party Use
14.1 You may not share a password or user name with any third party save that:
14.1.1 you may nominate a delegate to manage your account during a temporary absence (for example sickness, maternity/paternity leave or holiday); and
14.1.2 where you are granted user rights under a corporate subscription, you may transfer your user account to a third party at the company you are leaving (but for the avoidance of doubt, not to your new employer).
15 Breach of the General Terms of Use
Failure to comply with the General Terms of Use (as set out in this Part A) constitutes a material breach of the Terms of Use.
Part B: Privacy Policy
1 For the purpose of the United Kingdom Data Protection Act 1998 (the "Act"), we are the data controller.
2 Our nominated representative for the purpose of the Act is Philip Holt.
3 Information we may collect from you
3.1 We may collect and process the following data about you:
3.1.1 Information that you provide by filling in forms on the Website. This includes information provided at the time of registering to use the Website, subscribing to one or more of our services, posting material or requesting further services (including but not limited to your name, company, address and email address). We may also ask you for information, when you report a problem with the Website.
3.1.2 If you contact us, we may keep a record of that correspondence.
3.1.3 We may also ask you to complete surveys that we use for research purposes, although you do not have to respond to them.
3.1.4 Details of your visits to the Website including, but not limited to, traffic data, location data, the resources you access, your postings on message boards, weblogs and other communication data, whether this is required for our own billing purposes or otherwise.
4 IP addresses and cookies
4.1 We may collect information about your computer, including where available your IP address, operating system and browser type, for system administration and to report aggregate information to our advertisers. This is anonymous statistical data about our users' browsing actions and patterns, and does not identify any individual.
4.2 For the same reason, we may obtain information about your general internet usage by using a cookie file which is stored on the hard drive of your computer. Cookies contain information that is transferred to your computer's hard drive. They help us to improve the Website and to deliver a better and more personalised service. They enable us:
4.2.1 To estimate our audience size and usage pattern.
4.2.2 To store information about your preferences, and so allow us to customise the Website according to your individual interests.
4.2.3 To speed up your searches.
4.2.4 To recognise you when you return to the Website.
4.3 You may refuse to accept cookies by activating the setting on your browser which allows you to refuse the setting of cookies. However, if you select this setting you may be unable to access certain parts of the Website. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you log on to the Website.
4.4 Please note that operators of sites that are accessible via the Website may also use cookies, over which we have no control.
5 Where we store your personal data
5.1 The data that we collect from you may be transferred to, and stored at, a destination outside the European Economic Area ("EEA"). It may also be processed by staff operating outside the EEA who work for us or for one of our suppliers. By submitting your personal data, you agree to this transfer, storing and processing. We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this Privacy Policy.
5.2 All information you provide to us is stored on our secure servers. We use industry standard practices to safeguard the confidentiality of your data including "firewalls" and Secure Socket Layers.
5.3 Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to the Website; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.
6 Uses made of the information
6.1 We use information held about you in the following ways:
6.1.1 To ensure that content from the Website is presented in the most effective manner for you and for your computer.
6.1.2 To provide you with information, products or services that you request from us (and which we feel may interest you, where you have consented to be contacted for such purposes).
6.1.3 To carry out our obligations arising from any contracts entered into between you and us.
6.1.4 To allow you to participate in interactive features of our service, when you choose to do so.
6.1.5 To notify you about changes to our service.
6.1.6 To contact you directly to monitor progress and to inform you of progress on specific projects.
6.2 We may also use your data, or permit selected third parties to use your data, to provide you with information about goods and services which may be of interest to you (including without limitation information relating to the legal profession, financial matters or goods or services provided by third parties which are unrelated to your original request) and we or they may contact you about these by post or telephone.
6.3 If you are a User, we (or where we permit selected third parties to use your data, they) may also contact you by electronic means (including but not limited to email) for any of the above purposes but only where you have consented to us contacting you using this method.
6.4 We may also, from time to time, with your prior consent, publish your data on certain pages of the Website.
6.5 We shall not disclose information about identifiable individuals to our advertisers, but we may provide them with aggregate information about our users (for example to help them reach the kind of audience they wish to target).
7 Disclosure of your information
7.1 We may disclose your personal data to third parties:
7.1.1 In the event that we engage in a corporate sale or purchase of a business.
7.1.2 If we are under a duty to disclose or share your personal data in order to comply with any legal obligation, or in order to enforce or apply our General Terms of Use as set out in Part A or other agreements and terms and conditions; or to protect the rights, property, or safety of our customers, ourselves or others. This includes exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction.
7.1.3 If we suspect that any activity undertaken by you or personal data which you provide to us violates any relevant laws or regulations, in which case we may disclose such information to the relevant authority.
8 Your rights
8.1 If you do not want us to process your personal data in the manner described in clause 6 or to pass your details on to third parties for marketing purposes, please tick the relevant box situated on the form or forms on which we collect your personal data. You can also exercise your right to ask us not to process your personal data for any of the above marketing purposes at any time by contacting us at contact@qualoria.com.
8.2 The Act gives you the right to access information held about you. Your right of access can be exercised in accordance with the Act. Any access request will be subject to a fee of £10 to meet our costs in providing you with details of the information we hold about you.
9 Links to other websites
The Website may, from time to time, contain links to and from the websites of our partner networks, subscribers, profile-holders and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies or for any third party processing of personal data. Please check these policies before you submit any personal data to these websites.
10 Any other questions?
If you have any questions or complaints about the ways in which we process your personal data, you should contact our nominated representative Philip Holt (telephone number: +44 (0)7747 638828).
Part C: Acceptable Use Policy
1 Prohibited uses
1.1 You may use the Website only for lawful purposes. You may not use the Website or any of the services or facilities accessible through it:
1.1.1 In any way that breaches any applicable local, national or international law or regulation.
1.1.2 In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
1.1.3 To send, knowingly receive, upload, download, use or re-use any material which does not comply with our Content Standards as set out in clause 2 below.
1.1.4 To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
1.1.5 To knowingly transmit any data, or send or upload any material that contains viruses, trojans, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
1.2 You also agree:
1.2.1 Not to reproduce, duplicate, copy, download or re-sell any part of the Website in contravention of the provisions of our General Terms of Use as set out in Part A.
1.2.2 Not to access without authority, interfere with, damage or disrupt:
(a) any part of the Website;
(b) any equipment or network on which the Website is stored;
(c) any software used in the provision of the Website; or
(d) any equipment or network or software owned or used by any third party.
2 Content Standards
2.1 These content standards apply to any and all material which you contribute to the Website ("Contributions"). Contributions shall, without limitation, include advertisements and Assets submitted for inclusion in our database.
2.2 You must comply with the spirit of the following standards as well as the strict provisions detailed below. The Content Standards apply to each part of any Contribution as well as to its whole.
2.3 Contributions must:
2.3.1 Be accurate (where they state facts).
2.3.2 Be genuinely held (where they state opinions).
2.3.3 Comply with applicable law in the UK and in any country from which they are posted.
2.4 Contributions must not:
2.4.1 Contain any material which is defamatory of any person.
2.4.2 Contain any material which is obscene, offensive, hateful or inflammatory.
2.4.3 Contain sexually explicit material.
2.4.4 Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
2.4.5 Infringe any copyright, database right, trade mark or any other intellectual property right of any other person.
2.4.6 Be likely to deceive any person.
2.4.7 Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
2.4.8 Promote any illegal activity.
2.4.9 Promote violence or be threatening, abusive or invade another's privacy, or cause annoyance, inconvenience or needless anxiety.
2.4.10 Be likely to harass, upset, embarrass, alarm or annoy any other person.
2.4.11 Be used to impersonate any person, or to misrepresent your or anyone else's identity or affiliation with any person.
2.4.12 Give the impression that they emanate from us or any other person, if this is not the case.
2.4.13 Advocate, promote or assist any unlawful act such as (by way of example only) copyright or other intellectual property infringement or computer misuse.
2.4.14 Promote or provide a link from our Website to any competing services of yourself or a third party provider.
3 Breach of the Acceptable Use Policy
3.1 We will determine, in our discretion, whether your use of the Website constitutes a breach of this Acceptable Use Policy. When a breach of this policy has occurred, we may take such action as we deem appropriate.
3.2 Failure to comply with this Acceptable Use Policy constitutes a material breach of the Terms of Use. For the effect of this see Miscellaneous Provisions as set out in Part D.
3.3 We exclude any liability for actions taken in response to breaches of this Acceptable Use Policy.
Part D: Miscellaneous Provisions
1 Jurisdiction and applicable law
1.1 The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to the Website although we retain the right to bring proceedings against you for breach of these conditions or for any other matter in your country of residence or any other relevant country. The Terms of Use (and any associated non-contractual dispute or claim) are governed and should be construed in accordance with English law.
2 User to user dealings
2.1 You assume all the risks associated with dealing with other users with whom you come into contact with through the Website.
2.2 Because user authentication on the internet is difficult, we cannot and do not confirm that each user is who they claim to be. Because we do not and cannot be involved in user to user dealings or control the behaviour of participants on the Website, in the event that you have a dispute with one or more users, you release us (and our agents and employees) from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
3 Our liability
3.1 The material displayed on the Website is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we expressly exclude:
3.1.1 All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
3.1.2 Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with the Website or in connection with the use, inability to use, or results of the use of the Website, any websites linked to it and any materials posted on it, including, without limitation any liability for:
(a) loss of income or revenue;
(b) loss of business;
(c) loss of profits or contracts;
(d) loss of anticipated savings;
(e) loss of data;
(f) loss of goodwill;
(g) wasted management or office time; and
(h) for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
3.1.3 Nothing in these Terms of Use shall affect our liability for death or personal injury arising from our negligence, or our liability for fraudulent misrepresentation, or any other liability which cannot be excluded or limited under applicable law.
4 Actions on a breach
4.1 A breach of the Terms of Use may result in our taking all or any of the following actions:
4.1.1 Immediate, temporary or permanent withdrawal of your right to use the Website.
4.1.2 Immediate, temporary or permanent removal of any posting or material uploaded by you to the Website (including, without limitation, any profile, message, advertisement or library or media centre content).
4.1.3 Issue of a warning to you.
4.1.4 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.
4.1.5 Further legal action against you.
4.1.6 Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
4.2 Your breach of the terms and conditions applying to particular services may have their own additional consequences.
4.3 The responses described are not limited and do not exclude any other right we may have under these Terms of Use, at law or under any other applicable terms and conditions, and we may take any other action we reasonably deem appropriate.
5 Variations
5.1 We may revise these Terms of Use and any other terms and conditions at any time by amending this or any other relevant Website page. You must check this and other relevant pages from time to time to take notice of any changes we made, as they are binding on you. Some of the provisions contained in these Terms of Use and any other terms and conditions may also be superseded by provisions or notices published elsewhere on the Website.
5.2 Any changes we may make to ourPrivacy Policy as set out in Part B in the future will be posted on this page and, where appropriate, notified to you by e-mail.
6 General
6.1 If a court or other regulatory body finds that any part of these Terms of Use is invalid or unenforceable, the remainder of these Terms of Use shall not be affected and shall be construed as if such invalid or unenforceable part did not exist.
6.2 Our failure to enforce or rely on or delay in enforcing or relying on any right will not prevent us from later enforcing or relying upon that or any other right. If in any instance we waive any term of these Terms of Use this shall not be deemed to be a further or continuing waiver of such term or any other term of these Terms of Use.
6.3 Nothing in these Terms of Use shall confer any rights upon any person who is not a party to it, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
6.4 Unless otherwise stated, these Terms of Use contain all the terms agreed by you and us in relation to its subject matter and supersedes all prior agreements, understandings and arrangements whether oral, in writing or arising from a course of dealing. You acknowledge that in accepting these Terms of Use you have not relied upon any representation, undertaking or promise not set out in them (save that nothing in these Terms of Use shall limit or exclude our liability for fraudulent misrepresentation).
7 Your comments or concerns
7.1 If you have any comments or questions in respect of the Website or any concerns about material which appears on the Website, please contact us by either emailing us at contact@qualoria.com, writing to us at the address set out above or telephoning us on +44 (0)7747 638828.
Part E: Registration Services
1 Registration Service
1.1 Your use of the Registration Services is subject to the following terms and conditions (which apply in addition to the remainder of these Terms of Use). In the event of conflict, this Part E shall take priority, but only in relation to the Registration Service.
1.2 In accordance with clause 3.1 of the General Terms of Use as set out in Part A, we reserve the right to withdraw and amend our Registration Services at any time without notice.
1.3 You shall be entitled to use the Registration Service free of charge unless otherwise specified by us from time to time.
1.4 You shall ensure that your use of the Registration Service is fair and shall not place unreasonable demands on the Website or our system by, for example, posting an unusually large number of Assets. We may permanently and/or temporarily withdraw, suspend or block your access to the Registration Service without any liability if, in our reasonable opinion, you have breached this clause 1.4.
1.5 For the avoidance of doubt, the Registration Service does not give you any right to view, amend or use any materials (including Other User Assets) posted by a third party. Access to such materials and Other User Assets is obtained by subscribing for the Partnering Service in accordance with Part F of these Terms of Use.
2 Posting Assets
2.1 Before posting Assets you must:
2.1.1 Be a bona fide professional within the life science industry.
2.1.2 Register with the Website as a potential partner.
2.2 You must withdraw any Asset (and we reserve the right to withdraw such Assets) if you cease to comply with clause 2.1 above or any other part of these Terms of Use.
3 Content and use
3.1 You alone are responsible for the creation, amendment and updating of any Assets and for its compliance at all times with the requirements of these Terms of Use including, without limit, clause 2 (Content Standards) of Part C (Acceptable Use Policy). It is your responsibility to check the Website regularly for changes to the requirements.
3.2 You agree to adhere to any restrictions imposed by us in respect of the Assets that you may post (e.g. by only completing the text fields as requested).
3.3 You acknowledge and agree that you are solely liable for ensuring:
3.3.1 The accuracy or completeness of the Assets, for any reliance placed on such Asset by a third party.
3.3.2 Where such Assets relate to a corporate entity, ensuring you are appropriately authorised by that corporate entity to post the Asset in question.
3.3.3 Any Assets are at all times be fair, honest and lawful and in compliance with all applicable industry standards.
We shall not, in any circumstances, be responsible for verifying the accuracy of the Asset. For the avoidance of any doubt, all Assets posted on the Website are provided by you. Accordingly, we have no liability whatsoever in respect of your Assets including as regards its accuracy, completeness or ownership.
3.4 You may not post any Assets on the Website for any purposes other than solely to source partnering opportunities for your business. For the avoidance of doubt, use of the Assets for any of the following purposes is prohibited:
3.4.1 Placing job advertisements or otherwise entice any individual away from his or her current employer.
3.4.2 Making any unfair or unlawful comparison of the products or services of one profile holder with those of another.
3.4.3 Making any inappropriate or illegitimate communication such as a non-business related communication, a communication about life-science industry matters or an improperly directed communication.
3.5 By posting Assets on the Website, you consent to our access to, use of and amendment of such Assets and to third parties accessing and using such Assets in accordance with these Terms of Use. You are not entitled to create your own use or access restrictions or dis-apply any part of these Terms of Use to any Assets.
3.6 You are reminded that we do not guarantee the security of the Website or any communication made through it. It is your entirely responsibility to ensure that any sensitive or confidential content or communication is appropriately protected against unauthorised use or disclosure.
4 Monitoring and compliance
4.1 As a User, you are solely responsible for the operation and management of Assets and ensuring that any Assets which are posted and your use of the Website complies with this Part E and the Terms of Use.
4.2 We reserve the right (but are not obliged) to monitor Assets. We do not however, accept responsibility or liability for Assets, despite any monitoring of the same.
5 Breaches
5.1 Where you suspect that any element of the Assets or your use of the Registration Services constitutes a breach of these Terms of Use then you must immediately notify and provide us with a copy of the offending material.
5.2 We will determine, in our discretion, whether there has been a breach of this Part E of these Terms of Use and any such breach shall be deemed a material breach of the Terms of Use.
5.3 We may at our discretion afford you the opportunity to remedy or take steps to avoid the repetition of any breach, typically following the following process:
5.3.1 Step One – Require you to take all action necessary to remedy the breach (including removing or amending any element of the Asset) and/or take all such other action as we may specify to remedy the breach.
5.3.2 Step Two – Impose an obligation on you that all Content is approved in advance by us.
5.3.3 Step Three – Disable the Asset and/or temporarily withdraw, suspend or block your access to the Registration Service.
5.4 Our commencement of the process outlined in clause 5.3 above does not however prevent us from taking any other action (in whatever order) we may determine is appropriate.
Part F: Partnering Services
1 Definitions and Interpretation
1.1 In addition to the definitions set out in the Terms of Use, in this Part F the following terms shall have the following meanings:
"Annual Fee" the annual fee payable for subscription to the Partnering Service; posting of Content; and accessing Other User Assets;
"Contract" the agreement between you and us which is made up of this Part F and the Terms of Use;
1.2 Use of and access to the Partnering Services is subject to the terms and conditions set out in this Part F (which apply in addition to the remainder of these Terms of Use). By using the Partnering Services you agree to abide by this Part F and the Terms of Use. In the event of conflict or inconsistency, this Part F shall take priority over the Terms of Use, but only in relation to the Partnering Service.
2 Access
2.1 In consideration of the payment of the Annual Fee we grant you a personal, non-exclusive right to access and use the Partnering Service and any Other User Assets that are accessible via the Partnering Service in accordance with this Part F and the Terms of Use.
2.2 Subject to the remainder of this clause 2, the rights granted to you under clause 2.1 shall be for a period of 12 months (renewable annually subject always to your payment of the Annual Fee). In each case we shall notify you at least 30 days before your subscription is due to expire and advise you of the Annual Fee which shall be payable for the subsequent 12 month period. We reserve the right to increase the Annual Fee each year by such sum as we may deem reasonable.
2.3 In accordance with clause 3.1 of the General Terms of Use as set out in Part A, the Partnering Services may be withdrawn, suspended or varied at any time.
2.4 Subject to clause 2.5 below, if we withdraw, suspend or block your access to the Partnering Service for a consecutive period of more than 30 days before expiration of any paid-up subscription period, then we shall at our sole discretion either: (i) extend the subscription to accommodate any period of unavailability; or (ii) refund an appropriate portion of the Annual Fee to account for the unavailability. This shall be your only remedies for unavailability. We shall not have any liability or responsibility for unavailability due to the failure of any third party and/or network including the internet or any other telecommunications network.
2.5 You shall ensure that your use of the Partnering Service is fair and shall not place unreasonable demands on the Website or our system by, for example, searching for an unusually large number of Other User Assets.
2.6 We may permanently and/or temporarily withdraw, suspend or block your access to the Partnering Service without any liability (including pursuant to clauses 2.4 and 2.5) if you breach this Part F and/or the Terms of Use and/or if we reasonably suspect such a breach has occurred.
2.7 We hope that you will successfully identify relevant partnering opportunities through your use of the Partnering Services but give no guarantees that you will find an appropriate Other User Asset or that they will otherwise meet your business needs.
3 Payment
3.1 The Annual Fee shall be as set out on the Website or as otherwise notified to you from time to time by us (and may depend on your type of subscription).
3.2 You may pay the Annual Fee in one of 2 ways:
3.2.1 By credit card using the facility available on our Website. (Please be aware that your credit card provider may impose additional terms and conditions and you are solely responsible for familiarising yourself with any such terms and conditions). We will issue a confirmation invoice following receipt of full payment of the Annual Fee in cleared funds.
3.2.2 By bank transfer in which case we shall, on request, issue to you an invoice for the Annual Fee.
3.3 Unless otherwise agreed by us (in our sole discretion), the Annual Fee (plus any applicable VAT and other taxes) must be paid in full by you prior to your use of the Partnering Service.
3.4 If you fail to pay the Annual Fee when due then, without limit to our other rights or remedies, we shall at our sole discretion have the right to:
3.4.1 suspend your use of the Partnering Service until payment in full has been received; and/or
3.4.2 charge you the sum of £25 as an administration charge; and/or
3.4.3 charge you interest on the amount paid late at the rate from time to time prescribed by the Late Payment of Commercial Debts (Interest) Act 1998.
3.5 For the avoidance of doubt, the Annual Fee is for use of and access to the Partnering Service only. Further fees shall be payable to us should you wish to use any other chargeable service which we may offer on the Website from time to time.
4 Posting Content
4.1 You shall be entitled to post Content in accordance with Part E of these Terms of Use.
5 Access to Other User Assets and contacting Other Users
5.1 Access to some Other User Assets is automatically limited to particular User groups. You may not circumvent any restrictions that are placed on the Other User Assets you may wish to access. If you access or use the whole or any part of any Other User Assets in contravention of these restrictions or any other part of these Terms of Use, you will be in material breach of these Terms of Use.
5.2 Before you make first contact with any Other User, you must follow the contact process appearing on the Website from time to time. You must immediately stop making contact with any Other User upon request and/or if they have declined your offer. We shall consider any harassment or repeated contact with any Other User who has declined an offer or requested you to cease contact as a material breach of this Part F.
5.3 You must comply with the Acceptable Use Policy in Part C of these Terms of Use at all times and may not contact an Other User or use any Other User Assets for any purposes other than solely to source partnering opportunities for your business. For the avoidance of doubt, use of the Partnering Services for any of the following purposes is prohibited:
5.3.1 Placing job advertisements or otherwise entice any individual away from his or her current employer.
5.3.2 Making any unfair or unlawful comparison of the products or services of one profile holder with those of another.
5.3.3 Making any inappropriate or illegitimate communication such as a non-business related communication, a communication about life-science industry matters or an improperly directed communication.
5.4 Your access to and use of Other User Assets (and the information accessible via Other User Assets) must also at all times be fair, honest and lawful and in compliance with all applicable industry standards.
5.5 You are solely responsible for:
5.5.1 Establishing the accuracy and validity of any Other User Assets.
5.5.2 Evaluating and carrying out all necessary due diligence in relation to such Other User Assets.
5.5.3 For your use of and/or any reliance placed by you on such Other User Assets.
5.6 All Other User Assets are posted by Other Users and we do not give any warranty about the quality, security, accuracy, ownership or any other aspect of such Other User Assets. Accordingly you acknowledge and agree that we have no liability whatsoever in respect of such Other User Assets (including arising from your use of or any reliance placed by you on such Other User Assets).
6 Collection and use of data
We may collect and process data about your visits to Other User Assets contained on the Website (including, without limitation, your name, email address and length of visit) and we may disclose this information to the Other Users in an aggregated and anonymised form.
7 Monitoring and compliance
6.1 As a User, you are solely responsible for ensuring that your use of the Other User Assets and contact with Other Users complies with this Part F and the Terms of Use.
6.2 We reserve the right (but are not obliged) to monitor your use of Other User Assets and your communication with Other Users. We do not however, accept responsibility or liability for such Other User Assets or communications with Other Users, despite any monitoring of the same.
8 Breaches
8.1 Where you suspect that you have breached a term of this Part F you must immediately notify and provide us with details of the relevant breach. We will determine, in our discretion, whether there has been a breach of this Part F of these Terms of Use and any such breach shall be deemed a material breach of the Terms of Use.
8.2 We may at our discretion afford you the opportunity to remedy or take steps to avoid the repetition of any breach, typically following the following process:
8.2.1 Step One – Require you to take all action necessary (including any action we may specify) to remedy such breach.
8.2.2 Step Two – Impose an obligation on you that all use of Other User Assets or communications with Other Users are approved in advance by us.
8.2.3 Step Three – Temporarily withdraw, suspend or block your access to the Partnering Service.
8.3 Our commencement of the process outlined in clause 5.3 above does not however prevent us from taking any other action (in whatever order) we may determine is appropriate.
9 Confidentiality
9.1 Subject to clause 9.2, you shall keep confidential all of our information which is marked as confidential or which by its nature is confidential obtained under or in connection with your use of the Partnering Service.
9.2 The provisions of clause 9.1 do not apply to information that is in or comes into the public domain (other than as a result of breach of clause 9.1).
10 Liability
10.1 Unless specified otherwise in this Part F, we make no warranties, representations or guarantees with respect to the availability of the Website, the Partnering Service, or Other User Assets.
10.2 The Annual Fee reflects the following limitations and exclusions of liability that you and we acknowledge and agree are reasonable.
10.3 Save as provided in clause 10.5, our total aggregate liability in respect of any cause of action arising out of or in connection with your use of the Partnering Service (whether for breach of contract, strict liability, tort (including, without limitation, negligence), misrepresentation or otherwise) (a "Claim") shall not exceed the Annual Fee payable for the period in which the Claim arose less any sums paid by us to you in respect of any other Claim preceding the date of the Claim in question.
10.4 We shall not be liable for any claim to the extent that the Claim relates to:
10.4.1 loss of profits, loss of income or loss of revenue;
10.4.2 loss of goodwill;
10.4.3 loss of business opportunity;
10.4.4 loss of anticipated savings;
10.4.5 loss of data or use of data;
10.4.6 injury to reputation;
10.4.7 third party losses; or
10.4.8 indirect, consequential or special loss or damage,
regardless of the form of action, whether in contract, strict liability or tort (including negligence) and regardless of whether we knew or had reason to know of the possibility of the loss, injury or damage in question.
10.5 Nothing in this Part F will restrict our liability:
10.5.1 for death or personal injury resulting from negligence;
10.5.2 for fraud or fraudulent misrepresentation; or
10.5.3 for any other liability the exclusion or limitation of which is not permitted by English law.
10.6 You shall indemnify and hold us harmless against any costs, expenses and/or liability that we may incur to any third party (including without limitation an Other User) arising from your breach of this Part F and the Terms of Use.
10.7 Save in respect of payment obligations, neither party shall be liable to the other for any failure or delay in the performance of its obligations under this Part F to the extent that such failure or delay arises due to reasons beyond that party's reasonable control (including, but not limited to, acts of God, network difficulties, down-time or electronic malfunction).
11 Termination
11.1 We may terminate the Contract without any liability to you in accordance with clause 2 above.
11.2 You may terminate the Contract by giving us at least 30 days' written notice such notice to expire at the end of the current subscription period. For the avoidance of doubt, you shall not be entitled to a refund of any part of the Annual Fee arising from your termination under this clause 11.2.
11.3 We may terminate the Contract immediately without any liability to you upon written notice if:
11.3.1 you commit a material breach of the Contract and, where the breach is capable of remedy, fail to remedy such breach within fourteen (14) days of written notice requiring its remedy; or
11.3.2 you are unable to pay your debts or otherwise becomes insolvent or suffers or is the subject of a distraint, execution, event of insolvency or event of bankruptcy or any similar process or event, whether in the United Kingdom or otherwise.
12 Consequences of Termination
12.1 On termination of the Contract for any reason all rights and licences granted to you to use the Partnering Service and/or the Website will terminate immediately and you will immediately cease using them.
12.2 Save as provided below, each party's rights, liabilities and obligations under this Part F and the Terms of Use shall cease upon the termination or expiration of your use of the Partnering Service. Clauses 3.4, 5.5, 6, 9, 10, 12, 13 and 14 and any other part of this Part F and the Terms of Use (including without limitation clause 8 of Part A) that expressly or by implication are intended to survive termination shall so survive.
13 Intellectual Property
Except as otherwise provided in this Part F or the Terms of Use, we (or our third party licensors) retain all right, title and interest in and to the materials, the Website and all materials on the Website, including without limitation copyrights, trademarks, and other intellectual property rights.
14 General
We may assign, transfer, mortgage, charge, sub-contract, sub-licence or otherwise dispose of our rights and obligations under these Terms of Use without notice. Your rights, obligations and remedies are personal and may not be assigned, transferred, mortgaged, charged, sub-contracted, sub-licensed or otherwise disposed of without our prior written consent.
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