IFW Terms of Business

Terms & Conditions of use / engagement

These terms and conditions are the contract between you and the IFW, (“us”, “we”, etc). By visiting or using Our Website and Membership Platform/s, ie Mighty Networks / Kartra you agree to be bound by them.

They are based on a set written by Net Lawman and released under licence. They protect your rights as well as ours.

We are the Initiative for Financial Wellbeing, registered number: 12313690. Our address is 18-21 Queens Square House, Queens Square, Bristol, BS1 4NH

You are: Anyone who uses Our Website and Membership Platform/s.

Please read this agreement carefully and save it. If you do not agree with it, you should leave Our Website immediately.

These are the agreed terms:

1.          Definitions

 

“Content” means the textual, visual or aural content that is encountered as part of your experience on Our Website/ Mighty Networks / Kartra. It may include, among other things: text, images, sounds, videos and animations.
“Intellectual Property” means intellectual property owned by us, of every sort, whether or not registered or registrable in any country, including intellectual property of kinds coming into existence after today; and including, among others, patents, trademarks, unregistered marks, designs, copyrights, software, domain names, discoveries, creations and inventions, together with all rights which are derived from those rights.
 IFW Membership” means membership service we provide as set out on Our Website and in this contract.
“Our Website” means any website or service designed for electronic access by mobile or fixed devices which is owned or operated by us. It includes all web pages controlled by us.
“Post” means place on or into Our Website / Mighty Networks any Content.
“Services” means all of the services available from Our Website, whether free or charged.

2.          Interpretation

In this agreement unless the context otherwise requires:

  • a reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit.
  • in the context of permission, “may not” in connection with an action of yours, means “must not”.
  • the headings to the paragraphs and schedules (if any) to this agreement are inserted for convenience only and do not affect the interpretation.
  • any agreement by either party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing.
  • a reference to an act or regulation includes new law of substantially the same intent as the act or regulation referred to.
  • this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.

3.          Basis of Contract

  • We do not yet offer IFW Membership in all countries. We may not be able to supply you with membership if you live in a country we are unable to serve.
  • In entering into this contract, you have not relied on any representation or information from any source except the explanation of membership services given on Our Website.
  • Subject to these terms and conditions, we agree to provide to you some or all of the membership services described on Our Website at the prices we charge from time to time.
  • Some of our services are now or may in future, be available to you only subject to additional terms. Those terms will be set out on Our Website. You now agree that if you choose to use any such service, the relevant terms will become part of this agreement.
  • So far as we allow use of our Intellectual Property, we grant a licence to you, limited to the terms set out in this agreement.
  • Our contract with you and licence to you last for as long as you remain a member of the IFW, by continuing to pay the monthly subscription fee.
  • The contract between us comes into existence only when we write to you to confirm that we agree to allow you to join the IFW as a member. Your payment does not create a contract. If we decline to offer IFW Membership to you, we shall immediately return any monies taken in advance, to your credit card
  • If we give you free access to a service or feature on Our Website which is normally a charged feature, and that service or feature is usually subject to additional contractual terms, you now agree that you will abide by those terms.
  • We may change this agreement and / or the way we provide memberships, at any time. If we do:
    • the change will take effect when we Post it on Our Website / Mighty Networks.
    • you agree to be bound by any changes. If you do not agree to be bound by them, you should not use Our Website / Mighty Networks and cancel your IFW

4.          IFW Membership

  • Purchase of IFW Membership entitles you to access a range of events and resources that are free to members. You will also have access to the membership community on Mighty Networks, which is our main channel of communication with members.
  • Details of the cost and benefits of IFW Membership are as set out on Our Website from time to time.
  • Payment for an IFW Membership is for one month, quarter or year. You may cancel your IFW Membership at any time within 28 days of your having been accepted as a member. If you do, your membership fee will be returned in full. Thereafter, should you wish to cancel, please email members@ifw.org.uk stating your reasons for the cancellation.
  • You may not transfer your IFW Membership to any other person.
  • We reserve the right to modify the IFW Membership rules or system and to change the terms and conditions of this agreement at any time, without notice. Your continued use of your IFW Membership after such modifications shall be deemed an acceptance by you to be bound by the terms of the modified agreement. The terms that apply to you are those posted here on Our Website on the day you join as a member.

5.          Your account and personal information

  • When you use our membership portal, Kartra, you accept responsibility for any action done by any person in your name or under your account or password. You should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner.
  • You agree that you have provided accurate, up to date, and complete information about yourself. We are not responsible for any error made as a result of such information being inaccurate.
  • You agree to notify us of any changes in your information immediately it occurs. If you do not do so, we may terminate your membership.

6.          Prices

  • The price payable for IFW Membership is clearly set out on Our Website.
  • The price charged for any Service may differ from one country to another. You may not be entitled to the lowest price unless you reside in the qualifying country.
  • Prices are inclusive of any applicable value added tax or other sales tax.
  • When you subscribe for IFW Membership, that payment may not cover other Services, for which we will ask you to pay either by addition to your membership fee or by a single payment.
  • Banking charges by the receiving bank on payments to us will be borne by us. All other charges relating to payment in a currency other than pounds Sterling will be borne by you.
  • You will pay all sums due to us under this agreement by the means specified without any set-off, deduction or counterclaim.
  • All money paid by you to us is non-refundable and cancellation and/or termination of this agreement by you or us at any time for any reason will not entitle you to a refund of money paid for any Service, unless agree by us with you in writing beforehand.

7.          Renewal payments

  • Once you have paid your first subscription fee, payments will be taken from your account automatically each month, quarter or year and a receipt for each payment will be issued to you via email.
  • If payment fails or your card expires you will be contacted and advised that your membership will expire at the end of the current period unless your details are updated.
  • Termination of this agreement by you or us at any time for any reason will not entitle you to a refund of money paid, unless agreed by us in writing beforehand.

8.          Security of your credit card

We take care to make Our Website safe for you to use.

  • Card payments are not processed on a page controlled by us. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment.
  • If you have asked us to remember your credit card details in readiness for your next purchase or subscription, these will be kept on our third party payment service Stripe. These details will be fully encrypted and only used to process your automatic monthly payments or other transactions which you have initiated.

9.          How we handle your data

  • Our privacy policy is strong and precise. It complies fully with Data Protection Act 2018 which is at https://initiativeforfinancialwellbeing.org.uk/privacy-policy/
  • If you Post Content to any public area of Our Website / Mighty Networks it becomes available in the public domains. We have no control over who sees it or what anyone does with it.
  • Even if access to your text is behind a user registration, it remains effectively in the public domain because someone has only to register and log in, to access it. You should therefore avoid Posting unnecessary confidential information.
  • Posting any Content does not change your ownership of the copyright in it. We have no claim over it and we will not protect your rights for you.
  • You understand that you are personally responsible for your breach of intellectual property rights, defamation, or any law, which may occur as a result of any Content having been Posted by you.
  • You accept all risk and responsibility for determining whether any Content is in the public domain and not confidential.
  • Please notify us of any security breach or unauthorised use of your account.

10.      Restrictions on what you may Post to Our Website / Mighty Networks platform

You agree that you will not use or allow anyone else to use Our Website / Mighty Networks to Post Content, or undertake any activity which is or may:

  • be unlawful, or tend to incite another person to commit a crime
  • consist in commercial audio, video or music files
  • be obscene, offensive, threatening, violent, malicious or defamatory
  • be sexually explicit or pornographic
  • be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person
  • give the impression that it emanates from us or that you are connected with us or that we have endorsed you or your business
  • request or collect passwords or other personal information from another user without his permission, nor Post any unnecessary personal information about yourself
  • be used to sell any goods or services or for any other commercial use not intended by us, for yourself or for any other person. Examples are: sending private messages with a commercial purpose, or collecting information with the intention of passing it to a third party for his commercial use
  • include anything other than words (i.e. you will not include any symbols or photographs) except for a photograph of yourself in your profile in such place as we designate
  • facilitate the provision of unauthorised copies of another person’s copyright work
  • link to any Content of the sorts specified in this paragraph
  • use distribution lists that include people who have not given specific permission to be included in such distribution process
  • make excessive and repeated Posting off-topic messages to any forum or group
  • send age-inappropriate communications or Content to anyone under the age of 18.

11.      Your Posting: restricted Content

In connection with the restrictions set out below, we may refuse or edit or remove Content which does not comply with these terms.

In addition to the restrictions set out above, your Content must not contain:

  • hyperlinks, other than those specifically authorised by us
  • keywords or words repeated, which are irrelevant to your Content
  • the name, logo or trademark of any organisation other than that of you or your client
  • inaccurate, false, or misleading information

12.      Removal of offensive Content

  • For the avoidance of doubt, this paragraph is addressed to any person who comes on Our Website / Mighty Networks for any purpose.
  • We are under no obligation to monitor or record the activity of any customer for any purpose, nor do we assume any responsibility to monitor or police Internet-related activities. However, we may do so without notice to you and without giving you a reason.
  • If you are offended by any Content, the following procedure applies:
    • Your claim or complaint must be submitted to us in the form available on Our Website or contain the same information as that requested in our form. It must be sent to us by post or email.
    • We shall remove the offending Content as soon as we are reasonably able.
    • After we receive notice of a claim or complaint, we shall investigate so far as we alone decide.
    • We may re-instate the Content about which you have complained or not.
  • In respect of any complaint made by you or any person on your behalf, whether using our form of complaint or not, you now irrevocably grant to us a licence to publish the complaint and all ensuing correspondence and communication, without limit.
  • You now agree that if any complaint is made by you frivolously or vexatiously you will repay us the cost of our investigation including legal fees, if any.

13.      Security of Our Website

  • We may, at our discretion or as part of a paid service, give you permission to access Our Website for the purpose of Posting or uploading Content of some sort. We may read, assess, review or moderate any Content Posted on Our Website. If we do, we need not notify you or give you a reason. If you violate Our Website we shall take legal action against you.
  • You agree that you will not, and will not allow any other person to:
    • violate or attempt to violate any aspect of the security of Our Website.
    • modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it. you understand that any such violation is unlawful in many jurisdictions and that any contravention of law may result in criminal prosecution.
    • link to Our Website in any way that would cause the appearance or presentation of Our Website to be different from what would be seen by a user who accessed Our Website by typing the URL into a standard browser
    • download any part of Our Website, without our express written consent
    • collect or use any product listings, descriptions, or prices
    • collect or use any information obtained from or about Our Website or the Content except as intended by this agreement
    • share with a third party any login credentials to Our Website
  • Despite the above terms, we now grant a licence to you to:
    • create a hyperlink to Our Website for the purpose of promoting an interest common to both of us. You can do this without specific permission. This licence is conditional upon your not portraying us or any product or service in a false, misleading, derogatory, or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent.
    • you may copy the text of any page for your personal use in connection with our purpose.

14.      Storage of data

  • We may, from time to time, set a limit on the number of messages you may send, store, or receive through Mighty Networks. We may delete messages in excess of that limit. We shall give you notice of any change to your limit, except in an emergency.
  • We assume no responsibility for the deletion or failure to store or deliver email or other messages.
  • You accept that we cannot be liable to you for any such deletion or failure to deliver to you.
  • We maintain reasonable procedures for general backup of data for our own purposes but we give no warranty that your data will be saved or backed up in any particular circumstances unless we have made specific contractual arrangements with you in writing.

15.      Duration and termination

  • You may terminate this agreement at any time, for any reason, with immediate effect. You may terminate the agreement either by sending notice to us by post or email to members@ifw.org.uk, or by completing the form on Our Website and submitting it. We reserve the right to check the validity of any request to terminate membership.
  • Termination by either party shall have the following effects:
    • your right to use your IFW Membership immediately ceases;
    • we are under no obligation to forward any unread or unsent messages to you or any third party.
  • In the event of such termination by us, we will within seven days refund to you the balance of your subscription outstanding for any Service, pro rata with time not elapsed;
  • There shall be no re-imbursement or credit if IFW Membership is terminated due to your breach of the terms of this agreement.
  • We retain the right, at our sole discretion, to terminate any and all parts of the Services provided to you, without refunding to you any fees paid if we decide in our absolute discretion that you have failed to comply with any of the terms of this agreement.

16.      Interruption to Services

  • If it is necessary for us to interrupt our Services, we will give you reasonable notice where this is possible and when we judge the down time is such as to justify telling you.
  • You acknowledge that our Services may also be interrupted for many reasons beyond our control.
  • You agree that we are not liable to you for any loss, foreseeable or not, arising from any interruption to our Services.

17.      Intellectual Property

You agree that at all times you will:

  • not do anything which does or might reduce the value of our Intellectual Property or challenge our ownership of it.
  • notify us of any suspected infringement of the Intellectual Property
  • so far as concerns software provided or made accessible by us to you, you will not:
    • copy, or make any change to any part of its code
    • use it in any way not anticipated by this agreement
    • give access to it to any other person than you, the licensee in this agreement
    • in any way provide any information about it to any other person or generally.

18.      Disclaimers and limitation of liability

  • The law differs from one country to another. This paragraph applies so far as the applicable law allows.
  • All implied conditions, warranties and terms are excluded from this agreement. If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this sub paragraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.
  • Our Website and IFW Membership services are provided “as is”. We make no representation or warranty that any service will be:
    • useful to you
    • of satisfactory quality
    • fit for a particular purpose
    • available or accessible, without interruption, or without error.
  • We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.
  • We make no representation or warranty and accept no responsibility in law for:
    • accuracy of any Content or the impression or effect it gives
    • delivery of Content, material or any message
    • privacy of any transmission
    • the conduct, whether online or offline, of any user of Our Website or our services
    • failure or malfunction of computer hardware or software or technical equipment or system connected directly or indirectly to your use of our services.
    • loss or damage resulting from your attendance at an event organised through Our Website or our Services
    • any act or omission of any person or the identity of any person who introduces himself to you through Our Website/ Mighty Networks
    • any aspect or characteristic of any goods or services advertised on Our Website.
  • you agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 12 month period for the services concerned.
  • Except in the case of death or personal injury, our total liability under this agreement, however it arises, shall not exceed the sum of £1,000.00. This applies whether your case is based on contract, tort or any other basis in law.
  • We shall not be liable to you for any loss or expense which is:
    • indirect or consequential loss; or
    • economic loss or other loss of turnover, profits, business or goodwill even if such loss was reasonably foreseeable or we knew you might incur it.
  • This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies (who may enforce this clause under the Contracts (Rights of Third Parties) Act 1999, as well as to ourselves.
  • If you become aware of any breach of any term of this agreement by any person, please tell us by emailing members@ifw.org.uk We welcome your input but do not guarantee to agree with your judgement.
  • Nothing in this agreement shall be construed as limiting or excluding our liability for death or personal injury caused by our negligence.

19.      You indemnify us

You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:

  • your failure to comply with the law of any country
  • your breach of this agreement
  • any act, neglect or default by any agent, employee, licensee or customer of yours
  • a contractual claim arising from your use of our services.
  • a breach of the intellectual property rights of any person.
  • For the purpose of this paragraph, you agree that the cost of our management and technical time is properly recoverable and can reasonably be valued at £150.00 per hour without further proof.

20.      Miscellaneous matters

  • You undertake to provide to us your current land address, e-mail address and telephone number as often as they are changed together with all information that we may require to enable us to fulfil our obligations under this contract.
  • If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
  • If you are in breach of any term of this agreement, we may:
    • terminate your account and refuse access to Our Website / Mighty Networks
    • issue a claim in any court.
  • Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.
  • No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
  • Any communication to be served on either party by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail.

It shall be deemed to have been delivered:

if delivered by hand: on the day of delivery

if sent by post to the correct address: within 72 hours of posting

if sent by e-mail to the address from which the receiving party has last sent e-mail: within 72 hours if no notice of non-receipt has been received by the sender.

  • In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
  • This agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise, except that any provision in this agreement which excludes or restricts the liability of our directors, officers, employees, subcontractors, agents and affiliated companies, may be enforced under that Act.
  • The validity, construction and performance of this agreement shall be governed by the laws of [England and Wales / Scotland / Northern Ireland] and you agree that any dispute arising from it shall be litigated only in that country.

 

Explanatory notes

Website T&C template: sports club or other organisation; membership managed online

General notes:

What you need to do to comply with the Data Protection Act 2018

The Act applies to all personal data you collect, use or store. The scope includes data about any INDIVIDUAL.

We have drawn a comprehensive privacy notice. It reassures your website visitors that you take their privacy seriously. More importantly, your adopting it will prompt you to make whatever changes are necessary in your day to day business. You can download it at https://www.netlawman.co.uk/d/website-privacy-policy

For this terms and conditions document, you do not have to explain to customers that you comply with law – any more than you would tell them you comply with any other law. This document is your legal contract with your customer or client.

Nonetheless, if a customer or client takes the trouble to read this T&C document, the reason is probably because they seek re-assurance. For that reason, and not for any legal reason, we have included a few points of information. There is no reason why you should not do so too. If you do, we strongly advise to keep them very short and that you check most carefully that you are not adding text that could result in your contravening the Act.

As a vastly reduced summary, the important areas of the Act to consider are:

  • you do not have a provision where you are assuming implied consent of customer to use his information in the way you think fit;
  • if you allow a user to post information to your website, you may not process, edit or change that information without express consent, if such information include his name, address, image etc.
  • Until now, you could simply ask for a tick to a box indicating that your customer or client has read your T&C. That is no longer good enough. You need to say exactly what you might do with your user’s data.
  • The most important elements of data to consider are personal data and any data which you want to use – for example as a testimonial.

You may find full list at:

https://ico.org.uk/for-organisations/guide-to-the-general-data-protection-regulation-gdpr/

https://ico.org.uk/for-organisations/guide-to-the-general-data-protection-regulation-gdpr/applications/children/

We have drawn this terms and conditions document on the assumption that you would make practical changes on your website and use an updated privacy notice. So as to allow you to run your business seamlessly while complying with the Act.

Paragraph specific notes:

Notes numbering refers to paragraph numbers.

  1. Definitions

We know nothing about your business, so we cannot provide you with defined terms which precisely describe what you sell. Most people do not read your terms (even if they have to “tick the box”). The people who do take the trouble to read them are likely to be the sort of people who expect the same attention to detail from you as they themselves give to their purchase of your goods or services. It therefore helps you to obtain their business if your terms are accurate and friendly. By all means use the search/replace function in your word processor to change them. Here are examples of changes to defined terms:

We use                      You might decide to change to

“Services”                  “Membership Services”

“Our Website”           “The Business Research Website”/ “The Site”

But if you do change the defined word, make sure it applies to every use of it in the document.

Remember too, that when a word or phrase is defined, the defined meaning, capitalised, takes precedence over the common meaning of that word or phrase.

You should first decide on the contents of the document, then return to check what definitions are needed and whether they really fit the text you have left in place.

  1. Interpretation

Leave these items in place unless there is a good reason to edit or remove. These items are not “lawyer’s blurb”. Every item has been carefully considered in the context of this agreement and has been included for a purpose. Many of them strengthen the framework within which the agreement operates. Leave these items in place unless there is a good reason to edit or remove.

  1. Basis of contract

Membership is likely to be a service. Any other thing you do for a member will certainly be a service. So, technically, you are both selling services and granting a licence for use of your intellectual property.

It is important to make clear when the contract comes into effect. Without specifying, your Website will be regarded as an offer and payment by your client as an acceptance. This may not be what you want.

If you change membership provision you are technically in breach of the agreement. If that could cause substantial damage to your client, you should negotiate a change rather than imposing one. However it is most unlikely that you will receive a challenge on this point.

  1. Membership

This paragraph provides you opportunity to set down the basic membership structure, different levels of membership, prices and other basic contractual matters no appearing elsewhere in this document.

  1. Your account and personal information

We have no comment.

  1. Prices

Edit as you require. We have no other comment

  1. Renewal payments

We have provided for auto renewal of membership provision. In law that provision is void. You cannot unilaterally renew a contract. However, if you continue a course of action and your counter-party accepts or acquiesces, he cannot later complain if he has continued to enjoy memberships. In reality many Internet contracts are continued from year to year.

The best way to deal with this issue is to provide a warning to a customer/member about four weeks before you take payment, with a copy of the invoice against which payment will be taken. You then take the payment on the due date and send a new message to your customer/member to confirm.

  1. Security of your credit card

This paragraph is more for information than contractual commitment. We have included it here because many users are reluctant to make payment, so this assurance given at the point of sale will allay their fears.

For payment, you may have various alternatives like the PayPal, BACS and cheque. Edit this paragraph accordingly.

  1. How we handle your data

It is a question of balance and maybe how your buyers will react. You are free to delete all or any of it.

This particular paragraph covers a sensitive issue. You should edit to suit the way you operate your business. You need to provide a balance between making precise promises which could trip you up on the one hand and giving a tight enough framework to convince doubters that you will not sell their data. You should also make sure you have the current Net Lawman privacy policy in support.

  1. Restrictions on what you may Post to Our Website

This and the following three paragraphs relate directly to aspects of the interface between you and your buyers. The more they are allowed to enter data, upload, download, leave messages, and so on, the greater your risk. You cannot stop a criminal by a term in a document, but you can make clear to regular users, before and after the event, that you will take a tough line for bad behaviour.

This paragraph has two purposes: the first is the obvious and named purpose of preventing damage to your Website and establishing a contractual obligation by your site users not to do so. Secondly, it may assist in protecting you from civil or criminal charges for which you may otherwise be liable as a result of what someone else posts to your Website.

No matter what you put in this paragraph, there is no certainty that you may not be the subject of some sort of attack or other problems. However, we do think it is worth providing a full and strict policy. By doing so, you have the best possible defence against anyone who claims he has been insulted, injured, defamed, or whatever.

Of course, anyone who wishes to continue to use your services will comply.

We have provided a vast menu of possibilities, suitable for an international client base. We suggest that you edit this paragraph in line with the perceived extent of your risk. Obviously a site like yours needs a high level of protection. Edit as you require.

  1. Your Posting: restricted Content

This paragraph continues in the vein of the previous one. As you see, we intend to make clear that certain other activities are prohibited. We have separated it because it is an area of common problems. The clearer you make it, the less likely it is to be a problem for you.

  1. Removal of offensive Content

This paragraph is targeted at anyone who is aggrieved at a posting. He may or may not be one of your customers or members. By stating and following this policy you will reduce the chance of any claim for defamation, breach of copyright, and so on. Depending on how you attract acceptance of the terms generally, this paragraph may not be enforceable against a visitor who has not registered.

  1. Security of Our Website

There is an intentional overlap here with the paragraph on restrictions on posting. Your need for this provision also depends on the extent to which users are able to post content of any sort. Delete provisions which are stronger than you need or irrelevant.

  1. Storage of data

This provision absolves you from any obligation to retain messages or other data. Of course you must comply with the Data Protection Act 2018 as to privacy and retention of data, but your user will now be unable to extend those rights beyond what you might expect.

  1. Duration and termination

It is after termination that conflicts tend to arise. In this agreement however, there are unlikely to be residual obligations. Edit as you think best.

  1. Interruption to services

We have no comment.

  1. Intellectual Property

Few business managers appreciate just how much IP is owned by the business. There is an enormous variety of IP rights, from domain names to trade marks. It is sensible to leave this provision in place, edited as appropriate.

  1. Disclaimers and limitation of liability

We have given you very strong protection. Elsewhere we have specified concisely that any provision which offends should be reduced, as opposed to deleted.

The law is complicated and much depends on the facts of each case. Our best advice to you is to include these disclaimers so far as they apply to your organisation.

You will see that we have also included in the provision for directors and others to have the same protection. One way to get around disclaimer provisions in the past was to claim not against the company with whom the claimant has a contract but against the directors or others in negligence.

  1. You indemnify us

We advise you to leave this provision in place. In fact part may be void under the Unfair Terms in Consumer contracts Regulations. It will not be void against a business owner or a company. Even for consumer clients, it may prevent a claim against you.

  1. Miscellaneous matters

A number of special points. We have identified each of these as important to protect you. Some are relevant to particular paragraphs in the document, some apply more generally. Some are included to strengthen your position generally. Do not delete unless you are quite positive of the legal effect of doing so.

Rights of Third Parties Act – We have provided reference of two Acts. By all means select the one according to your jurisdiction clause.

End of notes

 

Get involved

The initiative will be member-led. We’d love to hear from individuals and organisations who would like to get involved.