Welcome to Matching Trends website at https://www.MatchingTrends.com (“Website”). Matching Trends (“we” or “us”) provides fashion trend forecasting and other services (“Services”) to authorised subscribers (“Subscribers” or “you”) on the Website. You must read and agree to these terms and conditions before you may use the Website.
The Website is owned and operated by Matching Trends, which is a trading name of Yenaled Ltd, a company established under the laws of England and Wales with registered number 08988201 and having its registered place of business at 27 Old Gloucester Street, London, WC1N 3AX.
1.1 By using our Website you or the employer or other entity on whose behalf you are entering into this agreement accept these Terms and enter into a legally binding agreement with us. If you do not agree to the Terms, do not use the Website.
1.2 We reserve the right to vary the Terms at any time by posting any updated terms and conditions on the Website. Any amendments to the terms and conditions shall take effect from the date of publication on the Website.
1.3 You are responsible for regularly reviewing the terms and conditions that are published on the Website from time to time and shall be bound by these if you continue to use the Website. If you have any questions at any time in relation to the Terms, then please contact us at email@example.com.
2.1 To register as a Subscriber, you must provide us with accurate information about you (including your current valid email address). You should inform us of any material changes to that information by contacting us at firstname.lastname@example.org or via the Website.
2.2 Each registration is for a single user only. If you wish to sign up for multiple users, then please contact us at email@example.com.
2.3 On registration you shall choose, or will be allocated, your user name and password details (“Matching Trends Identity”). You are not entitled to share or give another user access in any way to your Matching Trends Identity.
2.4 You shall safeguard your Matching Trends Identity at all times and take any and all reasonable steps to prevent unauthorized use of it. If you reasonably believe that your Matching Trends Identity has been stolen, disclosed or being used by another person then you should notify us immediately by emailing us at firstname.lastname@example.org.
2.5 You shall be entitled to use the Website in accordance with the subscription package you have ordered and shall not be entitled to change to another subscription package unless we agree to the change in writing.
2.6 By arrangement and subject to payment of additional fees certain Subscribers are entitled to additional features and services which are subject to amendment from time to time and advised in writing separately.
2.7 You shall also be entitled to use the Website if you are eligible and sign up for a trial (“Trial User”). In this case you shall only be entitled to use the Website in accordance with the agreed trial package and these terms and conditions, and your trial shall expire at the end of the trial period.
USE OF OUR CONTENT
3.1 The content within our Website or Services and in any newsletters or other communications sent to you (“Communications”) includes but is not limited to any text, photographs, images, designs, artwork and logos (“Content”) and belongs to us or our licensors or other copyright holders as applicable.
3.2 You may not copy, reproduce, republish, download, post, broadcast, transmit, make available to the public, commercially exploit or otherwise use our Content in any way except for your own personal use. You also agree not to adapt, alter or create a derivative work from any of our content except for your own personal use. Any other use of our Content requires our prior written permission.
3.3 In particular and without limitation to the above, you shall not without our prior written consent:
copy any designs, trademarks or other intellectual property relating to any Content on the Website
sell or redistribute any of the Content, including but not limited to as part of any library, archive or similar service
remove the copyright or trademark notice from any of the Content
create a database in electronic or manual form by downloading and storing all or any of the Content.
3.5 You acknowledge that your use of content licensed to you by a third-party licensor itself is governed by the terms and conditions that you enter into with that licensor and is not governed by these Terms.
3.6 We may from time to time provide Communications to you, including our regular newsletter which you shall receive automatically when you subscribe to the Website. If you do not currently receive our Communications, then you shall be entitled to sign up on the Website to receive these at any time. In the event that you wish to cease to receive our Communications then you should notify us by clicking on the “Unsubscribe” link contained in the relevant Communication. You agree that your use of the Content in relation to any Communication that you receive shall be at all times subject to these Terms.
3.7 We regularly update the Website to keep up with the latest fashion and other trends and you acknowledge that any content may be on the Website for a limited period of time. We reserve the right to make changes to the Website at our sole discretion and at any time.
3.8 Comments. Any Website user or third party generated social networking comments (“Comments”) presented on the Website and indicated as such, represent the opinion and are property of the original author only. They do not represent the opinion of Matching Trends and Matching Trends is not responsible for any use that might be made of information contained in the Comments.
3.9 Send to A Friend. If you provide us with your friend’s or colleague’s contact details via our “send to a friend” feature, you represent and warrant to us that you have received their consent before providing his or her contact details to us.
3.10 You agree to use the Website and Content only for lawful purposes, and shall not act in a way that infringe the rights of, or restrict or inhibit anyone else’s use and enjoyment of the Website or Content.
FEES AND PAYMENT
4.1 In consideration of the fees paid by you in relation to the subscription package that you order, we hereby provide you with a non-exclusive limited access to the Website during the period of your subscription. Access to the Website and any Services is only available once payment has been made in full.
4.2 All fees shown on the Website exclude any applicable taxes unless expressly stated otherwise. You represent and warrant that your name and where applicable the name of employer or other entity on whose behalf you are entering into this agreement, address and country as entered on the invoice billing page are valid and genuine.
4.3 You shall be entitled to order and make payment to us via the Website. Please be aware that, in respect of payments by credit or debit card, your credit or debit card issuer agreement governs your use of your designated credit or debit card in connection with any such payment. You must refer to that agreement and not to these Terms regarding your rights and liabilities as a credit or debit card holder.
4.4 If you decide to make a payment via the Website then please be aware that credit and debit card charges are processed via one of our third-party processors, who will process the payment accurately and securely. In the event that you choose to make payment via the Website then you shall be transferred to the relevant third-party processor’s website where the relevant payment will be processed.
4.5 We have the right in our sole discretion and at any time to make any changes to our fees, payments, payment processing and collection methods, including but not limited to changes to our third-party payment processors and currencies in which payment may be made.
4.6 You shall pay any sums due to us in the applicable currency without any set-off, deduction, counter-claim and/or any other withholding of monies. Exchange rate differences may apply to payments where applicable.
4.7 Where you elect at the time of sign up to the Website to make periodic subscription payments, you are responsible for any such payments in accordance with these Terms.
4.8 We do not provide refunds unless we consider in our sole discretion that extraordinary circumstances apply. If you believe that you have a legitimate right to any refund, then you must contact us in writing at email@example.com giving a full explanation of your request. In the event that we issue a refund then this shall be made by crediting the credit or debit card that was used by you to make the purchase. No refunds shall be made by cash or cheque
4.9 In the event of a charge back occurring from your credit card and being charged back to us, we shall be entitled to immediately terminate your subscription and in addition we may take appropriate legal action to recover any sums due including but not limited to referring any charge backs to third party debt collection agencies.
4.10 For any payment or billing enquiries please contact our Accounts team at firstname.lastname@example.org.
5.1 The trademarks, logos and names displayed on the Website and in our Communications are our or our licensors’ registered or unregistered trademarks as applicable. Except where expressly stated to the contrary, nothing on our Website confers any license or right to use any trademark displayed on our Website without the prior written agreement of the owner of the relevant trademark.
5.2 Any Intellectual Property Rights in the Website, Content and in our Communications shall be owned by us, our licensors or other copyright holders (as applicable). Intellectual Property Rights means patents, trademarks, service marks, registered designs, design rights, confidential information, applications for any of the foregoing, copyright, database rights, know-how, unregistered designs, trade or business names and other similar rights or obligations anywhere in the world, whether registered or not and whether capable of registration or not.
5.3 In the event that you consider that your Intellectual Property rights have or are being infringed arising out of any Content contained on the Website or in a Communication then please notify us as soon as possible at email@example.com.
5.4 For the avoidance of doubt, your use of content licensed to you by a third-party licensor shall not be governed by these Terms but shall be governed by the terms of the license agreement that is provided to you by that licensor.
5.5 If we choose to feature you as a subscriber\user you agree that we may use the name and/or logo of your company for this purpose. We may also use your company and app name and logo in presentations, reports, case studies, marketing materials and similar documentation unless you specify otherwise.
LIMITATION OF LIABILITY AND INDEMNITY
6.1 We shall have no liability to you for any and all damages, claims, proceedings, actions, awards, expenses and costs in relation to:
any unauthorized or unlawful use of Content, information and/or other material received by or submitted to you on the Website or in any Communication that is made available to you
any links to other third-party websites (“Linked Sites”) that the Website may contain. The Linked Sites are not under our control and we are not responsible for the contents of any Linked Site and the products and/or services offered on the Linked Sites nor any changes or updates to a Linked Site. If we provide these links to you then we do so only as a convenience. The inclusion of any link does not imply endorsement or approval by us of the Linked Site or any association with its operators
the accuracy of any advertising or sponsorship provided by third parties on the Website or in any Communication provided to you nor in respect of its compliance with any applicable laws
any consequential losses (including but not limited to loss of profits, damage to goodwill, damage to reputation, loss of data, loss of programmes and/or services interruptions); economic and/or other similar losses; and/or special damages and indirect losses;
any error, omission, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction of communications in relation to the Website
any delay in performance of the Website and/or any other matters to the extent that such events and/or matters are due to any events outside our reasonable control including but not limited to acts of God, war, flood, fire, labour disputes, strikes, lock-outs, riots, civil commotion, malicious damage, explosion, governmental actions and any other similar events.
6.2 In any event, our total liability to you under and/or arising in relation to these Terms shall not exceed the amount paid by you to us within the preceding year. You shall provide to us written evidence of any claims for which it is alleged that we are liable together with written details of how any loss was caused by us and the steps you have taken to mitigate the loss (if any) before we consider your claim.
6.3 Nothing in these Terms shall exclude or limit our liability for death or personal injury due to our negligence or any other liability which we are not permitted to exclude or limit as a matter of law.
6.4 You shall indemnify us against any and all losses, damages, awards, costs (including legal costs), claims and any other losses and/or liabilities suffered by us arising from your misuse of the Website or arising from or due to any breach of these Terms by you.
7.1 We do not warrant that the Website and Services, or that any element of the Website and Services, will meet your requirements, purpose and/or expectations, nor that any of the Content on the Website and/or the Communications is accurate or complete and we are under no obligation to verify any such Content.
7.2 The Content, Website, Communications and Services are provided “as is” and on an “is available” basis without any representations or any kind of warranty made (whether express or implied by law) to the extent permitted by law, including the implied warranties of satisfactory quality, accuracy, fitness for a particular purpose, non-infringement, compatibility and security.
7.3 Subscriber’s use of Matching Trends services and any materials obtained through the use of Matching Trends services is at its own discretion and risk and Subscriber is solely responsible for any infringement of any intellectual property rights that results from such use.
7.4 We do not provide any warranties in respect of the Website or the results, availability, and/or uninterrupted use of the Website.
7.5 We may occasionally have to perform necessary network maintenance and/or network upgrades during specified time periods (“Scheduled Maintenance Windows”.) In the event of plans to bring down the Website during a Scheduled Maintenance Window we will try to provide reasonable notice to you in advance of the Scheduled Maintenance Window. You should be aware that, at any time, we may perform emergency maintenance as needed to preserve the overall integrity of the Website with no notice and shall not be liable to pay any compensation to you for these activities.
8.1 For periodic (monthly, quarterly) card billed subscriptions you shall be entitled to terminate your subscription with effect from the next billing period at any time by sending a notice to us at firstname.lastname@example.org Such notice must be received at least 5 working days prior to the next billing date. You will not then be charged for the next due period. If you do so then you shall not be entitled to a refund for any payments you have already made except in accordance with these Terms or as separately agreed in writing. Annual or other custom packages or agreements may not be cancelled during the period.
8.2 We shall be entitled to suspend or terminate your access to the Website with immediate effect in the event that:
you materially breach any of the provisions contained in the Terms; or
cease trading or for any reason cease to own or operate the Website.
8.3 If we terminate your access to the Website we will notify you in writing to the email address you have supplied to us.
8.4 In the event of termination where you have materially breached any of the provisions of these Terms, then any payments made by you to us are non-refundable and any such termination shall not entitle you to a refund of monies paid, except where we otherwise agree in writing.
9.1 You agree that no joint venture, partnership, employment or agency relationship exists between you and us as a result of this agreement or your use of the Website.
9.2 We may assign or transfer ownership of and benefits of these Terms to a third party at any time without your consent.
9.3 These Terms and the online order form and any Subscriber terms and conditions supplied contain the entire agreement between us and supersede all prior agreements, arrangements and understandings between us.
9.4 If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the terms and conditions and the remainder of the affected provision shall be unaffected and shall remain in full force and effect.
9.5 No waiver by us of any breach of the terms and conditions shall be considered as a waiver of any subsequent breach of the same provision or any other provision.
9.6 The terms and conditions are governed by and interpreted in accordance with the laws of England and Wales and the parties hereby agree to submit to the exclusive jurisdiction of the English courts.
9.7 Notices to you may be made via either email or regular first-class mail. Notices to us shall be made by email to email@example.com or by regular mail to the above address. Any notices sent by email shall be deemed to be received on the day they were sent. Any notices sent by regular first-class mail shall be deemed to have been delivered 72 hours after posting.
9.8 Headings in these terms and conditions are for ease of reference only and shall not affect their interpretation.
9.9 All third-party rights are excluded, and no third parties shall have any right to enforce the terms and conditions. This shall not apply to our associated companies who shall have the right to enforce the terms and conditions as if they were us.
The use of this website and access to all the services provided are subject to all the following terms, conditions and notices. We reserve the right to change these Terms and Conditions at any time. Any such changes will take effect when posted on the website. As of the date above. It is your responsibility to read the Terms and Conditions on each occasion you use this website and your continued use of the website shall signify your acceptance to be bound by our latest Terms and Conditions. Access to this website is permitted on a temporary basis, and we reserve the right to withdraw or amend the Services without notice. We will not be liable if for any reason this website is unavailable at any time or for any period. From time to time, we may restrict access to some parts or all this website.
You must not misuse this website. You will not: commit or encourage a criminal offence; transmit or distribute a virus, Trojan, worm, logic bomb or post any other material which is malicious, technologically harmful, in breach of confidence or in any way offensive or obscene; hack into aspects of the service to corrupt data; cause annoyance to other users; infringe upon the right of any other person’s proprietary rights; send any unsolicited advertising or promotional material, commonly referred to as ‘spam’ or attempt to affect the performance or functionality of any computer facilities of or through this website. Breaching this provision would constitute a criminal offence under the Computer Misuse Act 1990. Matching Trends will report any such breach to the relevant law enforcement authorities and disclose your identity to them. We will not be liable for any loss or damage caused by a distribution denial-of-service attack, viruses or other technologically harmful material that may affect your computer equipment, computer programs, data or other proprietary due to the use of this website or to your downloading of any other material posted on it, or on any website linked to it.
All orders that you place on this website will be subject to acceptance in accordance with these Terms and Conditions. The conformation stage sets out the final details of your order. Following this, we will send you an order acknowledgment email detailing the products you have ordered. Please note that this email is not an order conformation or order acceptance from us. Acceptance of your order and the completion of the contract between you and us will take place when products ordered by yourself are dispatched, unless we have notified you that we do not accept your order or have cancelled it.
Matching Trends can deliver products to customers in the UK mainland, Highlands, Islands, Ireland and now over 30 European destinations including France, Germany, Spain and Turkey. We unfortunately cannot deliver to BFPO or PO Box addresses. Please see our help section for full listings. All goods must be signed for by some adult aged 18 years or over on delivery. Delivery of the goods will depend on the delivery service selected at the ordering stage. Express delivery is available to the UK mainland (excluding the Highlands and Europe) taking 1-2 working days, if you order before 12:00pm GMT Monday to Thursday only. We offer a standard delivery service, where we aim to deliver the goods within 3-5 working days. Please be aware during the SALE period, standard delivery can take up 5-7 working days when the order has been placed. However, no guarantee is made. Standard delivery orders to the Highlands, Ireland, Channel Islands and all UK Offshore Islands are subject to a higher delivery charge than the UK mainland. This must be chosen by you at checkout. We will make every effort to deliver goods within the estimated time scales, however delays are occasionally inevitable due to unforeseen circumstances. We shall be under no liability for any delay or failure to deliver any orders.
TERMS OF SALE
By placing an order, you are offering to purchase a product on and subject to the following Terms and Conditions. All orders are subject to availability and confirmation of the order price. To contract with Matching Trends you must be over 18 years of age and possess a valid credit or debit card or. Matching Trends retains the right to refuse any request made by you. If your order is accepted, we will inform you by email and we will confirm that you are contracted with Matching Trends. When placing an order, you undertake that all details you provide to us are true and correct, that you are an authorised user of the credit or debit card used to place your order and that there are sufficient funds to cover the cost of the goods. All prices advertised are subject to such changes.
PRICING AND AVAILABILITY
Whilst we try and ensure that all details, descriptions and prices which appear on this Website are accurate, errors may occur. If we discover an error in the price of any goods which you have ordered, we will inform you of this as soon as possible and give you the option of reconfirming your order at the correct price or cancelling it. If we are unable to contact you we will treat the order as cancelled. If you cancel and you have already paid for the goods, you will receive a full refund. All prices are inclusive of VAT. Delivery costs will be charged in addition, such additional charges are clearly displayed where applicable and included in the ‘Total Cost’.
Upon receiving your order, we carry out a standard pre-authorisation check on your payment card to ensure there are sufficient funds to fulfil the transaction. Goods will not be dispatched until this pre-authorisation check has been completed. Your card will be debited once the order has been accepted.
Account discount codes may from time to time be offered to account holders. These codes may only be applied to purchases made through the account in respect of which the discount code was offered and registered. Promotional discount codes may from time to time be offered which apply in respect of any, or certain specified, purchases made though this Website. Discount and Voucher codes cannot be used in conjunction with any other offer unless otherwise stated. All promotional requirements surrounding Discount and Voucher codes such as stated minimum spend requirements must be met before a discount can be applied. Discount and Voucher codes only apply on full price products, excluding jewellery, and they cannot be used in conjunction with any other offer unless otherwise stated.
OWNERSHIP OF RIGHTS AND INTELLECTUAL PROPERTY
You acknowledge and agree that all copyright, trademarks and all other intellectual property rights and all materials and/or content made available as part of your use of this website shall remain always vested in us or our licensors. You are permitted to use this material only as expressly authorised by us or our licensors.
All rights on this website are owned by Matching Trends, which is a trading name of Yenaled Ltd. The website is for personal and non-commercial use only. Any attempt to copy, store or share content and information for commercial purposes is bly prohibited. You must not attempt (and agree not to assist or facilitate any third party to attempt) to copy, reproduce, transmit, publish, display, distribute, commercially exploit or create derivative works from this website.
DISCLAIMER OF LIABILITY AND INDEMNITY
We are registered under the Data Protection Act 1998 and comply with all the rules that are set out to ensure the protection of your data and information. For specific information on the Data Protection Act please contact the Information Commissioners Office.
You agree to indemnify, defend and hold harmless Matching Trends, its directors, officers, employees, consultants, agents, and affiliates, from all third-party claims, liability, damages and/or costs (including, but not limited to, legal fees) arising from your use of this Website or your breach of the Terms of Service.
Matching Trends shall have the right in its absolute discretion at any time and without notice to amend, remove or vary the Services and/or any page of this Website.
All credit and debit card holders are subject to validation checks and authorisation by the card issuer. If the issuer of your card refuses to or does not for any reason authorise payment, then we will not be able to accept your order. All payment partners are also secured with 128-bit encryption to further ensure that shopping at Matching Trends online is just as safe as shopping in a high street store.
APPLICATION OF TERMS AND CONDITIONS
1.1 These terms and conditions apply to all persons and/or entities who have created a user account (“you”) on the website http://Matching Trends (“site”) as operated by Matching Trends, which is a trading name of Yenaled Ltd of 27 Old Gloucester Street, London, WC1N 3AX (“we” or “us”). By creating a user account, advertising on our site or by submitting an article for publication on our site, you agree to the following terms and conditions and that these prevail over any other terms and conditions.
1.3 Any content posted or submitted by you to our site is subject at all times to the Acceptable Use Policy and these terms and conditions.
USER ACCOUNTS AND LISTING PACKAGES
2.1 In order to list your business on, advertise on or submit articles to our site you must create a user account. Creation of a user account is free of charge. You must keep your password for our site safe and secure and operate your user account in accordance with these terms and conditions.
2.2 You may choose between three packages to list your business on our site.
TERM OF USER ACCOUNTS AND LISTING PACKAGES
3.1 User accounts and Listing Packages shall continue unless they are terminated by either party in accordance with paragraph 6 below.
3.2 Paid Listing Packages shall commence from the date on which full payment is received by us and shall continue for a period of the period depicted by the package taken. Upon the expiry of such said period, unless we have received notice from you by email to firstname.lastname@example.org of your clear wish to terminate your Paid Listing Package, your Paid Listing Package shall automatically and without further notice renew for a further period as depicted by the package taken and your card account shall be debited for the relevant payment.
3.3 Either of us may terminate a Paid Listing Package in accordance with the provisions of paragraph 6 below.
FEES AND PAYMENT
4.1 The fee for any Paid Listing Package shall be as set out on our site at the time that you make payment for the Paid Listing Package. This fee may change from time to time.
4.2 All fees are exclusive of UK Value Added Tax or any applicable sales tax in any jurisdiction unless specified otherwise on our site. Fees are also exclusive of all taxes, duties and levies of any kind (including withholding tax) which for the avoidance of doubt, you shall be liable to pay.
4.3 Payment for all fees is to be made through card payment Stripe and you must ensure that you have a validly operating Debit / Credit card before you commence the order process for Paid Listing Packages or Additional Services.
4.4 All fees are quoted in pounds sterling and currency exchange settlements will be as provided by Stripe and your financial institution.
5.1 You may within 7 days of completing the online application for a Paid Listing Package, cancel your Paid Listing Package. To cancel your Paid Listing Package, you must email email@example.com within the aforementioned time period providing clear notice of your wish to cancel your Paid Listing Package.
5.2 If we receive notice of cancellation of your Paid Listing Package in accordance with paragraph 5.1, we will refund the listing fee you paid back to your Card account within 30 days of our receipt of such notice.
6.1 You may terminate your user account or Listing Package in accordance with paragraph 2.4 above and we may terminate your user account or Listing Package at any time without notice to you by removing your listing from our site.
6.2 You may terminate your Paid Listing Package at any time by emailing firstname.lastname@example.org and providing us with clear notice of your wish to terminate your Paid Listing Package. Subject to paragraph 5 above, no refund of any fee will be provided on termination. Such termination of your Paid Listing Package shall be effective from the date on which we remove your Paid Listing Package from the site.
6.3 Implications If you provide notice to terminate your Paid Listing Package, you shall continue to have a user account and a Basic Listing on our site (unless you notify us of your wish to be removed from the site in accordance with paragraph 6.1 above) and these terms and conditions shall continue to apply to your user account and Basic Listing Package.
6.4 We may terminate your user account, Paid Listing Package and the agreement between us without notice and without any liability to make any refund or other payment to you in the following circumstances:
6.4.2 you are in our opinion transmitting or otherwise connected with any ‘spam’ or any other form of unsolicited bulk email or communication;
6.4.3 your user account or listing package may in our reasonable opinion adversely affect our goodwill or reputation; or
6.4.4 you or us cease to carry on business, are declared bankrupt or enter into an insolvency or administration procedure.
CONSEQUENCES OF TERMINATION
7.1 Upon termination of the agreement between us, your right to use the registered user sections of our site shall immediately cease. We have no obligation to maintain any of your posted content, Additional Services, Articles or any content within your listing.
7.2 Any termination of the agreement between us shall not affect any rights or liabilities that have accrued to us prior to such termination.
9.1 We may in our absolute discretion accept Articles (including all text, information, images, audio or video material in whatever medium or form we choose to accept) from you for publication on our site on Paid Listing Packages. Articles will not be published if you have chosen to take out a Basic Listing Package.
9.2 If we accept an Article from you for publication on our site, you grant to us a non-exclusive licence to distribute the Article on the site and such other media as we shall decide, in return for crediting you for the Article.
9.3 The licence granted under this condition permits us to:
9.3.1 modify, electronically reproduce and distribute, and publicly display the Article on the site (including packaging the Article with other Articles from third parties); and
9.3.2 reproduce and distribute through any media now known, or hereafter developed, excerpts of the Article in advertisements for, and in marketing and promotional materials related to, the site.
9.4 If you submit an Article to our site, you shall be responsible for the accuracy and completeness of the Article.
9.5 We have no obligation to you, and undertake no responsibility, to review the Article to determine whether any such Article may result in any liability to any third party.
9.6 If we believe that any Article may create any liability for us or adversely affect the site’s reputation or standing, we may remove the Article or such part of the Article as we believe, in our sole discretion, is prudent or necessary to minimise or eliminate our potential liability.
9.7 We do not undertake to distribute or display the Article on the site or otherwise make use of it, nor do we undertake that the site will be operational at all times.
10.1 We are the owner or the licensee of all intellectual property rights in our site, and in all the material published on it (except for the Articles described in paragraph 9). The site and such materials are protected by copyright laws and treaties around the world and we reserve all such rights.
10.2 You grant us a perpetual, worldwide, royalty free licence to use all or any of your intellectual property rights in any materials, advertisements or content submitted or shown on our site.
10.3 You shall, at all times during and after the term of this agreement, indemnify us and keep us indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by us arising from any claim of infringement or alleged infringement (including the defence of such infringement or alleged infringement) of a third party’s intellectual property rights arising out of your use of our site (including any advertising on our site or Articles you submit to our site).
10.4 You agree and acknowledge that we retain full editorial control over all advertisements and listings submitted by you to our site and that we will own all intellectual property rights in relation to such advertisements and listings (other than in relation to your branding and other intellectual property rights that are owned by you prior to you submitting such advertisements and listings).
10.5 We reserve the right to change the format, style and layout of our site and any advertisement, listing or Article submitted by you as we see fit.
10.6 You must not reproduce in any format (including on another website) any part of our site (including content, designs, look and feel) without our prior written consent.
11.1 You warrant that where you are an individual you are at least 18 years of age and where you are a company or other similar entity, that you are a bona fide legal entity duly formed in accordance with all applicable law and regulations and have full capacity and authority to enter into the agreement between us.
11.2 You warrant that all information that you have provided us with or have submitted to our site is true and accurate and not misleading in any way.
11.3 You warrant that in using our site you will comply at all times with all applicable law and regulations and advertising codes of conduct.
11.4 You warrant that any website owned or controlled by you that is listed on our site is free from illegal, defamatory or tortious content.
LIMITATION OF LIABILITY
12.1 Other than liability for us causing death or personal injury to any person or for any fraudulent misrepresentation made by us, we exclude all liability for any loss or damage suffered by you resulting from your use of our site (including all consequential loss or damage howsoever caused and whether this was in the reasonable contemplation of us or not).
12.2 In the event that we are found liable to you for any loss or damage, this liability shall be limited to the amount that you have paid for your current listing package and any current Additional Services. In the event that any court of competent jurisdiction does not allow such limitation on liability and awards damages against us in excess of the amount that you have paid for your current listing package and any current Additional Services, you agree to release us from all damages and liability in excess of this amount.
12.3 You specifically agree and acknowledge that we are not liable to you for any loss or damage, for offence caused or for any threatening, defamatory, obscene, offensive or illegal content uploaded to our site by a third party or for the infringement of any of your rights (including intellectual property rights) arising from the conduct of a third party.
12.4 You agree and acknowledge that we have no liability for our site not being available at any time nor any liability for the deletion, corruption or failure to store any materials or content maintained or transmitted on or through our site.
12.5 We shall have no liability for any advice, views, recommendations, advertisements and any other form of content provided by other users of our site or third parties.
12.6 Where we provide any content on the site that contains advice, views or recommendations, this is done on a generic basis without considering individual circumstances and hence we shall have no liability for any such content.
12.7 We have not verified or performed any checks on registered users or other users of the site who may contact you and we therefore disclaim all liability in relation to the actions of registered users, other users and any other third parties in relation to our site. You should of course take all necessary precautions regarding your safety when corresponding with or meeting with registered users, other users or other third parties.
You hereby agree to, at all times during and after the term of this agreement, indemnify us and keep us indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by us arising from your breach of any of these terms and conditions.
We shall not be in breach of this agreement, nor liable for any failure or delay in performance of any obligations under this agreement, arising from or attributable to acts, events, omissions or accidents beyond our reasonable control.
DEFAULT INTEREST RATE
If you fail to pay any amount payable under this agreement, we may charge you interest on the overdue amount. You shall pay the interest immediately on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 4% per annum above the base rate for the time being of Lloyds Bank. Such interest shall accrue on a daily basis and be compounded quarterly.
If any provision of this agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force unless, in our reasonable opinion, the purpose of this agreement is frustrated as a result.
We may vary these terms and conditions at any time. The latest version of these terms and conditions shall be as posted on our site or as emailed to you. Your continued use of our site constitutes your acceptance of any new or updated or amended terms and conditions.
No failure or delay by us to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
This agreement is personal to you and you may not, without our prior written consent, assign, transfer, sub-contract, delegate or deal in any other manner with this agreement. We may assign this agreement at our discretion and without providing you with notice.
THIRD PARTY RIGHTS
A person who is not a party to this agreement shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999.
GOVERNING LAW AND JURISDICTION
22.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
22.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
Membership: Price as stated on Text Social Directory at the time of purchase of the membership. Price remains locked in as long as membership is kept current. All payments are paid upfront at the beginning of the 30-day billing cycle. All yearly payments are paid upfront at the beginning of the 365-day billing cycle. Payments are automatically deducted from the account on file each billing cycle, unless I cancel my account.
LENGTH OF CONTRACT
This Agreement is valid up to and until I cancel my account.
In the event that a payment is due on my Membership, but my credit card on file in no longer valid or active, Text Social Directory may attempt to contact me to determine updated account information. Text Social Directory will wait thirty (30) days before cancelling my membership.
I may request termination of this agreement at any time. Termination will take effect upon the end of the last day of my billing cycle. Text Social Directory may terminate this agreement at will. In the event Text Social Directory terminates this agreement early, and I am not in violation of any term of this Agreement, I will receive a prorated reimbursement for the portion of the billing cycle remaining.