We hereby notify members that we have transferred all InTouch Ltd rights and obligations to Ros Taylor Company Ltd Trading as RTC Leadership and Coaching.
Ros Taylor Company LTD trading as RTC Leadership and Coaching – Company NO: 06407764
MEMBERSHIP TERMS AND CONDITIONS
These terms and conditions (“Terms”) together with our Privacy Policy (detailing our use of your personal information) and our Website Terms of Use tell you information about us and the legal terms and conditions on which we provide our membership services (“Membership Services”) listed on our website www.intouchnetworks.com (our “Website”) to you.
References to “Ros Taylor”, “we”, “us” and “our” refer to Ros Taylor Comapany Limited and to “you” and “your” are to you, the member.
These Terms apply to the contract between us relating to our provision, and your use, of the Membership Services only (the “Contract”). If you wish to purchase other services then the terms and conditions relating to our additional services can be found on our Website.
Please take the time to read these Terms before signing up to our Membership Services, as they include important terms which apply to you, including how we will provide the Membership Services and how both parties can bring the Contract to an end. Please note that by signing up to our Membership Services, you agree to be bound by these Terms and the other documents expressly referred to in them. Before signing up to our Membership Services you will be asked to agree to these Terms, and if you do not accept these Terms, you will not be able to use the Membership Services.
When signing up to our Membership Services on our website, please click on the button marked “I Accept” when completing your registration if you accept these Terms. If you do not accept these terms you will not be able to user the Membership Services.
When you sign up to our Membership Services by telephone with one of our membership managers they will refer to these Terms as applying to your membership.
When signing in as an existing member to the Membership portal, you will be prompted to accept the Terms and Conditions of membership each time you log in.
It is your accountability to ensure that you are aware of the clauses laid out within these terms.
All of our calls are recorded for training and monitoring purposes. There may be occasions when this doesn’t take place, such as system outages or when personal information is being shared with a member of our team.
Should you have any questions please do not hesitate to contact a member of the team.
IF YOU ARE A BUSINESS OR CONSUMER
In some areas of these Terms you will have different rights, depending on whether you are a business or consumer.
You are a consumer if you are buying Membership Services from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession). You are a business if you are buying the Membership Services for purposes relating to your trade, business, craft or profession, whether or not you are acting as an individual. This includes scenarios in which you are signing up for the Membership Services in order to gain skills and knowledge regarding leadership within your business. If you have any questions surrounding your status as a business or a consumer, please contact us.
If you are a business customer these Terms constitute the entire agreement between us in relation to your subscription for the Membership Services. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these Terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
If you are a consumer, special attention should be paid to clauses 3, 5, 6, 10, 11 & 13. If you are a business, special attention should be drawn to clauses 3, 5, 6 & 14.
1 INFORMATION ABOUT US
We are Ros Taylor Company Limited Limited, a limited company registered in England and Wales under company number 06407764 and our registered address is at Hollinwood Business Centre, Albert Street, Lancashire, OL8 3QL. Our VAT number is 990506604.
2 CONTACTING US
2.1 If you wish to contact us for any reason, the best way to do so is by email at clientsuccess@intouchnetworks.com, using our Contact Us form on the Website, or by using our live chat “Help” function on our Website.
2.2 If we have to contact you or give you notice in writing, we will do so by email or by pre-paid post to the address you provide to us when you sign up to our Membership Services.
2.3 When we use the word ‘writing’ or ‘written’ in these Terms, this includes emails but not fax.
3 OUR MEMBERSHIP SERVICES – SPECIAL ATTETION IS DRAWN TO THIS CLAUSE.
3.1 Details of our Membership Services are set out on the memberships page on our Website.
3.2 We will supply our Membership Services to you until either of us terminate the Contract in accordance with clauses 10 and 11.
3.3 We will provide the Membership Services with reasonable skill and care. Where we give a timescale for provision of any element of the Membership Services, this is an estimate only and whilst we will use our reasonable efforts to achieve any dates we have notified, we will have no liability for failure to do so.
3.4 If you have subscribed to a package that includes any CV linked or coaching elements as part of your Membership Services then you must complete those elements within 8 weeks of the Commencement Date (as defined in clause 4.3) of your membership.
3.5 Where you are a consumer, you have legal rights in relation to Membership Services not carried out with reasonable skill and care, or if not as described. Such rights can be primarily found within the Consumer Rights Act 2015 and advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.
3.6 If you wish to make a change to the Membership Services you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the Membership Services, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
4 REGISTRATION AND CONTRACTING PROCESS
4.1 If you wish to purchase the Membership Services you will be able to do so by one of two methods:
4.1.1 Via our Website – our Website pages will guide you through the steps you need to take to register for our Membership Services. You need to provide your full name, email address and phone number together with other information that we may request and you are responsible for ensuring that your registration details are complete and accurate. Our registration process allows you to check and amend any errors in your order before submitting it to us so please check carefully before confirming the details. When registering for our Membership Services on our Website, please click on the button marked “I Accept” when completing your registration if you accept these Terms.
4.1.2 By telephone – you can also register for our Membership Services over the phone by calling us on 0161 714 4179. One of our membership managers (“Membership Managers”) will take you through the registration process by telephone and you will need to provide the same information as during a Website registration. When you purchase our Membership Services by telephone with one of our Membership Managers they will refer to these Terms as applying to the Membership Services.
4.2 You may also register your interest in our Membership Services (without subscribing to them) via our Website or by telephone by providing the information referred to in clause 4.1.1.
4.3 We will, at our discretion, decide whether to accept or refuse your application. After you have registered for our Membership Services, our acceptance of that registration will take place once you have received an email from us acknowledging that we have received your registration and confirming that your membership profile has been verified, accepted by us, and is active (“Membership Confirmation”) at which point the Contact will come into existence between you and us (“Commencement Date”). The Membership Confirmation will also confirm your log on details for the online membership portal (“Membership Portal”). Please ensure that you check your “Spam” folders as sometimes messages can get caught by filters.
5 DURATION OF YOUR MEMBERSHIP SERVICES – SPECIAL ATTENTION IS DRAWN TO THIS CLAUSE.
5.1 Unless otherwise set out within the Membership Confirmation or agreed in writing, we will supply the Membership Services to you for a period of 12 months from the Commencement Date (“Initial Subscription Period”) and any successive 12-month period (“Renewal Period”), subject to clause 5.2, below.
5.2 Where you do not wish to enter into a Renewal Period, you must provide us with written notice of termination (“Notice”) that you are terminating the Contract, effective from the end of the Initial Subscription Period or Renewal Period. Your Notice under this clause must be provided on the receipt of the renewal reminders that you will receive to the email registered to your account. Failure to inform us of a cancellation ahead of renewal will result in the subscription being taken and a strict no refund policy will be enforced.
5.3 Unless you provide us with Notice under clause 5.2, on expiry of the Initial Subscription Period, and any subsequent Renewal Period, the Contract shall automatically renew and these Terms shall remain in full force and effect and govern our supply of the Membership Services.
5.4 The price for any Renewal Period for the Membership Services is as set out in clause 6, below.
6 PRICE AND PAYMENT – SPECIAL ATTENTION IS DRAWN TO THIS CLAUSE.
6.1 The price of the Membership Services (which includes VAT) will be the price either:
6.1.1 indicated on the order pages of our Website if you placed your order through our Website, or
6.1.2 advised to you by our Membership Managers if you placed your order by telephone.
6.2 We use our best efforts to ensure that the price of the Membership Services is correct but from time to time our Membership Managers may make mistakes when quoting prices to you by telephone and/or our Website may display an error in pricing. If this happens and is due to our genuine mistake we will follow this up and confirm the correct price with you at which point you can either agree to subscribe for the Membership Services at that correct price or not. If you still wish to subscribe and purchase the Membership Services then the Contract shall be concluded with you in accordance with clause 4.3 but if you do not wish to subscribe to the Membership Services then no contract shall come into force with you.
6.3 We accept payment by credit or debit card. Unless otherwise agreed with us, you must make payment for the Membership Services for the Subscription Period in advance of either your initial subscription period, or the renewal of your existing membership. We may take the renewal of your subscription up to 90 days in advance of your expiry date.
You authorise us to charge any Payment Method associated to your account for your initial Subscription and any subsequent renewal periods. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the service until we have successfully charged a valid Payment Method
6.4 The price for any Renewal Period of your Membership Services shall be at our then current rates which will be displayed on our website. Payments for any Renewal Period will be taken automatically and may be taken in advance of the expiration date of your membership (up to 90 days).
6.5 The price for any Renewal Period of your Membership Services shall be at our then current rates which we shall notify you of at least 45 days prior to the end of the Initial Subscription Period (or applicable Renewal Period). Payments for any Renewal Period must be made at least 10 days in advance of any Renewal Period (unless otherwise agreed between the parties in writing).
6.6 If the rate of VAT or any other sales tax changes between your order date and the date we supply the Membership Services, we will adjust the rate of VAT that you pay, unless you have already paid for the Membership Services in full before the change in the rate of VAT takes effect. Where you are a business, a valid VAT receipt can be provided on request.
6.7 In addition to the price of the Membership Services, you may also have to pay additional costs for other goods and services which we provide to you outside the scope of this Contract. We will notify any such additional cost to you in advance.
6.8 If you do not make any payment to us by the due date we may (in addition to any other rights we may have) charge interest to you on the overdue amount at the rate of:
6.8.1 8% per year above the Bank of England’s base rate from time to time if the member is a business; or
6.8.2 4% a year above the Bank of England’s base rate from time to time if the member is a consumer.
6.8.3 You must pay us interest together with any overdue amount. In the event that there are outstanding sums due to us we may suspend the provision of the Membership and Collections activity may be taken against any unpaid fees . This may include engaging with an external collections agency to recover any unpaid fees that are due.
6.8 If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
6.9 If you are a business customer you must pay all amounts due to us under these Terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7 PROMOTIONAL OFFERS.
7.1 We may from time to time offer special promotional offers (including products), plans or memberships (“Offers”) to existing and new Customers. It is at the discretion of Ros Taylor to make promotional offers against price and services.
7.2 Eligibility against Offers is determined by Ros Taylor at its sole discretion and we reserve the right to revoke an offer at any time.
7.3 Where a promotional offer has been signed up for, if this includes a “Trial” or “Free subscription period” it is the responsibility of the member to cancel this within the terms of the promotional offer
7.4 All promotional offers are subject to these Terms except as otherwise stated in the promotional membership terms.
8 OUR RIGHT TO VARY THESE TERMS & THE MEMBERSHIP SERVICES
8.1 We may revise these Terms as they apply to your Membership Services from time to time to the extent necessary to reflect changes in relevant laws and regulatory requirements and our business practices and procedures, including the technologies and payment methods we use.
8.2 We may make amendments to the Membership Services to reflect changes in relevant laws and regulatory requirements and to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect your use of the Membership Services.
8.3 We are entitled to make substantial changes to the Membership Services, but we will provide you with at least thirty (30) days’ notice of these changes before they come in to effect if they remove any material functionality or features. If you do not agree to any such changes you must notify us within that notification period and you will be entitled to terminate the Contract and receive a Credit note for any unused part of your Membership Services.
9 AVAILABILITY
9.1 We do not guarantee that our Website will be available 24/7 or that it will be free from errors or interruptions. We do not therefore guarantee that Membership Services will be available for viewing on the Website continuously or provided free of faults.
9.2 In the unlikely event that there is any defect or error with a Membership Services we will use every reasonable effort to repair or fix the defect as soon as reasonably practicable and would request that you:
9.2.1 contact us and tell us as soon as reasonably possible;
9.2.2 give us a reasonable opportunity to repair or fix any defect (in any event not less than 2 days).
9.3 We will contact you in advance to tell you if we will be suspending supply of your Membership Service due to errors, defects or other issues with our website, unless the problem is urgent or an emergency.
9.4 If we suspend the supply of your Membership Services, or there is a defect or error which affects the provision of the Membership Services then no refunds or rebates of the price for the Membership Services shall be due or payable unless the Membership Services are affected for a period of more than 30 days in which case you shall be entitled to terminate the Contract and we will refund you a reasonable amount of the fees you have paid by reference to (i) the use you have made of the Membership Services up to that point, and (ii) the remaining period of your subscription.
10 CUSTOMER OBLIGATIONS
10.1 You agree that you shall:
10.1.1 co-operate with us in all matters relating to the Membership Services;
10.1.2 provide us with such information and materials as we may reasonably require in order to supply the Membership Services, and ensure that such information is complete and accurate in all material respects;
10.1.3 not use the Membership Portal or the Website:
10.1.3.1 for any purpose that is unlawful;
10.1.3.2 to commit any act or fraud;
10.1.3.3 to distribute viruses, malware, or other similar harmful software code;
10.1.3.4 for the purposes of promoting unsolicited advertising or spam;
10.1.3.5 to simulate messages from us or any other service or entity in order to collect identity information, authentication credentials, or other information (“phishing”);
10.1.3.6 in any manner that disrupts the operation of our website or business or the website of any other entity;
10.1.3.7 to represent or suggest that we endorse any other business product or service unless we have separately agreed to do so in writing;
10.1.3.8 to gain authorised access to use of computers, data, systems, accounts or networks; or
10.1.3.9 to attempt to circumvent password or user authentication methods.
10.2 The Membership Portal may allow you to make submissions or otherwise communicate with other persons on the portal and when you make any such submissions or communications they must be:
10.2.1 your own original work and lawfully submitted;
10.2.2 factually accurate or your own genuinely held belief;
10.2.3 provided with the necessary consent of any third party;
10.2.4 not defamatory or likely to give rise to an allegation of defamation;
10.2.5 not offensive, obscene, sexually explicit, discriminatory or deceptive; and
10.2.6 unlikely to cause offence, embarrassment or annoyance to others.
11 RIGHT TO CANCEL OR TERMINATE
Consumer rights to cancel under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (the “2013 Regulations”)
11.1 Under the 2013 Regulations, consumers have the right to cancel the Contract within 14 days of the Commencement Date (this is defined in clause 4.3) (“Cancellation Period”) without giving any reason. This is known as the right to change your mind. Please note the introductory paragraphs contained within these Terms, which set out the circumstances in which you may or may not be a consumer. For the avoidance of doubt, where you are purchasing the Membership Services for use in your business or in a professional capacity, it is highly likely that you will not have rights to change your mind under the 2013 Regulations.
11.2 Where you are a consumer, the Cancellation Period will expire after 14 days after the day on which we send you your Membership Confirmation pursuant to clause 4.3 and it is sufficient for you to send your communication (in accordance with clause 10.7) concerning your exercise of the right to cancel before the Cancellation Period has expired. It is also important to note that should you commence any services including registering or progressing services, such as logging in to the portal, accessing digital content, coaching or writing services (as an example) within the 14 days of the Commencement Date (4.3), you waiver your right to cancel.
11.3 If you cancel the Contract in your capacity as a consumer during the Cancellation Period, we will reimburse to you the price you paid for the Membership Services, however we may make a deduction from the reimbursement for the value of any use you have made of the Membership Services or administration set up during that period. Such deduction shall be calculated by comparing your use of the Membership Services during that period with the use by other members generally and what might be expected to be used over the usual course of the Contract but for your cancellation. For example, you may be subject to a significant deduction in the event that you used a significant proportion of the Membership Services within the Cancellation Period such that we reasonably consider that there has been unfair usage.
11.4 For the avoidance of doubt, when you exercise your rights to cancel the Contract under this clause 10, you shall not be entitled to, and we shall not issue you with a VAT receipt for any Membership Services provided under this Contract receipt pursuant to clause 6.5 above. Furthermore, if, following your cancellation, it transpires that you are a business (and thus had no right under the 2013 Regulations to cancel), we reserve the right to charge the full price for the Initial Subscription Period or Renewal Period (as the case may be).
11.5 We will make the reimbursement:
11.5.1 without undue delay, and not later than 14 days after the day on which we are informed about your decision to cancel the Contract or where there is no payment run during that period (or the remainder of that period following the processing of the refund) and where making a dedicated payment would cause unreasonable business disruption having regard to the nature of the refund, on the date of the following payment run; and
11.5.2 using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.
Early termination by you
11.6 Without affecting any other right or remedy available to you, you may have a legal right to end the Contract because of something we have done or are going to do. These reasons include:
11.6.1 we have told you about an upcoming change to the Membership Services or these Terms (other than pursuant to clauses 6.1 or 6.2) to which you do not agree;
11.6.2 there is a risk that our ability to provide the Membership Services may be significantly delayed because of events outside our control;
11.6.3 we have suspended supply of the Membership Services for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 14 days.
11.7 Even if we are not at fault and you do not have a right to change your mind (see clause 10.1), you can still end the Contract before the end of the Initial Subscription Period (or applicable Renewal Period) but you will not be entitled to a refund of any fees paid. If you want to end the Contract where we are not at fault and you have not changed your mind in accordance with clause 10.1, just contact us (in accordance with clause 10.7) to let us know and the Contract will end immediately.
How to end the Contract with us
11.8 To end the Contract with us, please let us know by doing one of the following:
11.8.1 by sending an email to us at clientsuccess@intouchnetworks.com;
11.8.2 if you are a consumer (in addition to those methods set out above):
11.8.4.1 completing the Model Cancellation Form contained in Schedule 1,
and in both circumstances, we will send a written confirmation to you confirming that termination has taken place.
11.9 If you are a business, any notification must be in writing confirming your name, address, email address you used to sign up to the Membership Services, and any order or reference number.
12 OUR RIGHTS TO END THE CONTRACT
12.1 We may end the Contract for the Membership Services at any time by writing to you if you:
12.1.1 breach your obligations under clause 9;
12.1.2 do not make any payment to us when it is due and you still do not make payment within 30 days of us reminding you that payment is due;
12.1.3 do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Membership Services; or
12.1.4 do not, within a reasonable time, allow us access to information required to deliver the Membership Services to you.
12.2 If we end the Contract in the situations set out in clause 11.1 we will refund any money you have paid in advance for Membership Services we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the Contract.
12.3 Notwithstanding clause 11.1, we may terminate the Contract with immediate effect by giving written notice to you. If we choose to end the Contract under this clause 11.3, we will refund you any money or fees you have paid in advance for the Membership Services after the termination date.
13 YOUR RIGHTS IF YOU ARE A CONSUMER
13.1 If you are a consumer we are under a legal duty to supply the services in conformity with this Contract. Under the Consumer Rights Act 2015, this includes an obligation to provide the Membership Services with reasonable care and skill and ensure that any digital content is of a satisfactory quality. If we fail to comply with our obligations under the Consumer Rights Act 2015 or associated legislation, you may have rights to terminate the Contract or otherwise claim a refund in respect of the Membership Services.
13.2 If you have any further questions regarding your key legal rights in respect of the Membership Services, please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06. Nothing in these Terms will affect your legal rights.
14 OUR LIABILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A CONSUMER – SPECIAL ATTENTION IS DRAWN TO THIS CLAUSE.
14.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, on the Commencement Date, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
14.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the Membership Services as summarised at clause 12.1.
14.3 If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we may be responsible for such damage. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
14.4 We are not liable for business losses. If you are a consumer, we only supply the Membership Services for to you for domestic and private use. If you use the Membership Services for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 14.
15 OUR RESPONSIBILITY FOR LOSSES SUFFERED BY YOU IF YOU ARE A BUSINESS – SPECIAL ATTENTION IS DRAWN TO THIS CLAUSE.
15.1 If you are a business customer, we warrant that the Membership Services shall be provided with reasonable care and skill and that, where applicable, any digital content supplied will be of a satisfactory quality.
15.2 Nothing in these Terms shall limit or exclude our liability for:
15.2.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
15.2.2 fraud or fraudulent misrepresentation;
15.2.3 to the extent applicable, any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
15.2.4 any matter in respect of which it would be unlawful for us to exclude or restrict liability.
15.3 Where applicable and except to the extent expressly stated in clause 14.1, all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
15.4 Subject to clause 14.2:
15.4.1 we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
15.4.1.1 loss of profit;
15.4.1.2 loss of goodwill;
15.4.1.3 loss of business opportunity;
15.4.1.4 loss of anticipated saving;
15.4.1.5 loss or corruption of data or information; or
15.4.1.6 any indirect, special or consequential actions, awards, charges, claims, compensation, costs, damages, demands, expenses, fees, fines, interest, liabilities, losses, penalties, proceedings and settlements (Losses),
that arises under or in connection with the Contract; and
15.4.2 our total liability to you for all other Losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the price paid by you in the last 12 months for the Membership Services.
16 INTELLECTUAL PROPERTY RIGHTS
16.1 We own (or are a licensee of) all intellectual property rights in our Website/portal and in the material published on it. Those works are protected by copyright and other laws relating to intellectual property around the world. You are permitted to print off copies and download extracts from our Website or the material published on it for your own personal use provided that you do not modify these in any way or share these with third parties in any way. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. Any use of extracts from the Website or materials published on it other than in accordance with this clause 15 for any purpose is prohibited.
16.2 If you upload any copyright protected material (including photographs) to our Website, it is your responsibility to obtain the permission of the copyright owner and you agree to indemnify us and hold us harmless against any losses, damages, or penalties that we suffer as a result of you uploading any material in respect of which you do not have the permission of the copyright owner.
16.3 Please see our Website Terms of Use for further details on our intellectual property rights and the content uploaded by our members.
17 EVENTS OUTSIDE OUR CONTROL
17.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by an event outside our control which means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
17.2 If an event outside our control takes place that affects the performance of our obligations under these Terms:
17.2.1 we will contact you as soon as reasonably possible to notify you; and
17.2.2 our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of the event outside our control. Where the event outside our control affects our delivery of Membership Services to you, we will arrange delivery of the relevant Membership Services to you after the event outside our control is over.
17.3 If the event outside of our control continues for longer than 30 days then you shall be entitled to terminate the Contract and we will refund you a reasonable amount of the fees you have paid by reference to (i) the use you have made of the Membership Services up to that point, and (ii) the remaining period of your subscription.
18 OTHER IMPORTANT TERMS
18.1 We may transfer our rights and obligations under the Contract to another organisation but this will not affect your rights under the Contract. We will always notify you by posting on our Website if this happens and we will ensure that the transfer does not affect your rights under the Contract.
18.2 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
18.3 Subject to clauses 17.1 and 17.2 no person shall have any rights to enforce any terms of the Contract other than you and us.
18.4 Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, then the affected clause(s) shall be interpreted with such minimum modification as is necessary to make it lawful or enforceable and the remaining clauses will remain in full force and effect.
18.5 If we fail to insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, we can still enforce it later. Any delay will not mean that we have waived our rights in any way or that you no longer have to comply with your obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. For example, if you miss a payment and we do not chase you, but continue to provide the Membership Services, we can still require you to make a payment at a later date.
18.6 Alternative dispute resolution (if you are a consumer). Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are a consumer and are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use. You can submit a complaint to CEDR via their website at www.CEDR.com You will not be charged for making a complaint and if you are not satisfied with the outcome you can still bring legal proceedings.
18.7 Which laws apply to this contract and where you may bring legal proceedings depends if you are a business or consumer.
18.7.1 If you are a consumer, these terms are governed by English law and you can bring legal proceedings in respect of the Membership Services in the English courts. If you live in Scotland you can bring legal proceedings in respect of the Membership Services in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the Membership Services in either the Northern Irish or the English courts.
18.7.2 If you are a business, any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
