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Version 1 (Updated 12th February 2019)
By clicking the “I Agree” button, You acknowledge that: (i) You have read and understood these Terms and acknowledge You will be legally bound by them; and (ii) where You are creating a Listing on behalf of Your company or organisation, You have the authority to act on behalf of such company or organisation. You warrant that You are not accepting these Terms as a consumer.
1 DEFINITIONS AND INTERPRETATION
1.1 The following definitions and rules of interpretation apply in these Terms.
|Confidential Information:||includes all information exchanged between the parties to these Terms, whether in writing, electronically or orally, including information about business, services, customers, finances, revenue and technical information. Content does not include Confidential Information.|
|Content:||any text, advertisement, images, graphics, sounds, videos, films, logos, information or other materials provided by You.|
|Initial Term||means the period from the date that Your Listing is approved until 12 months following that date.|
|IPR:||any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.|
|Listing||Means Your Profile as displayed on the Website which is accessible to users of the Website;|
|Listing Fee:||means the price charged for Your Listing for each 12 month period as notified to you by us and subject to any price increases in accordance with Clause 3.4.|
|Profile||the profile You set up using the form on the Website, including Your name or the name of your business, an appropriate image, details of Your practice.|
|Renewal Term:||means any period of 12 months commencing on the anniversary of the date on which Your Listing is first approved.|
|Terms:||these terms and conditions.|
|We or Us or Our:||Tweakments Guide Limited incorporated and registered in England and Wales with company number 11632833 whose registered office is at International House, 24 Holborn Viaduct, London, United Kingdom, EC1A 2BN.|
|Website:||the internet site at the domain www.thetweakmentsguide.com and all its subdomains.|
|You or Your:||An individual acting in a commercial capacity who accepts these Terms or the company or trading entity on behalf of which an individual accepts these Terms.|
1.2 Clause headings shall not affect the interpretation of these Terms.
1.3 Unless the context otherwise requires: (a) words in the singular shall include the plural and in the plural shall include the singular; (b) a reference to one gender shall include a reference to the other gender; and (c) the words “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as any preceding words where a wider construction is possible.
2.1 The Website provides consumers with listings of practitioners and clinics offering various non-surgical cosmetic procedures
2.2 To apply for a Listing You must complete a registration form with Your Profile. We will determine whether or not Your Listing will be approved, in Our sole discretion.
2.3 Where We approve your Listing subject to receiving payment of the Listing Fee we shall make your listing live within a reasonable period.
2.4 We do not represent, guarantee or undertake that Your Listing will achieve any of Your business aims or will result in new patient referrals or appointments. We do not guarantee where Your Listing will appear on the Website. We will use reasonable endeavours to ensure that the Website is accessible, available and operational at all times but We cannot guarantee this.
3 PAYMENTS AND RENEWALS
3.1 The Listing Fee for the Initial Term and each Renewal Term is payable in advance.
3.2 For the Initial Term, the Listing Fee will be payable when You submit a request for Your Listing. We will take payment when We approve Your Listing.
3.3 For Renewal Terms, the Listing Fee will be payable on the first day of that Renewal Term.
3.4 We reserve the right to increase the Listing Fee on the first day of each Renewal Term. We will notify You no less than 60 days before the start of the Renewal Term. Your Listing will automatically renew and the Listing Fee will be payable if You do not notify Us at least 30 days prior to the first day of the Renewal Term.
3.5 If We are unable to process payment, We regret that it will be necessary to suspend Your Listing and access until You provide Us with valid payment details.
4 YOUR RIGHTS AND RESTRICTIONS
4.1 Whilst Your Listing is displayed, You shall:
(a) Provide Us with all reasonable and necessary access to such information as may be required by Us in order to provide the Services;
(b) Ensure Your Profile is accurate and up to date and promptly change any information which becomes out of date;
(c) Ensure Your Profile and Listing comply with all applicable laws; and
(d) Notify us immediately in writing if You no longer hold any certifications, accreditations, trust marks, registrations or other industry badges and remove the same from Your Profile (where displayed).
4.2 You agree not to:
(a) attempt to undermine the security or integrity of the Website, or Our (or our suppliers’) computing systems or networks. We will report any security breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing Your identity to them;
(b) use, or misuse, the Website in any way which may impair the functionality of the Website, or impair the ability of any other user to use the Website;
(c) attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Website is hosted;
(d) transmit, or input into the Website, any files or data that may damage any other person’s computing devices or software, any Content that may be offensive or in violation of any law (including data or other material which You do not have the right to use);
(e) create links to the Website unless We give You prior written consent or as otherwise set out in these Terms;
(f) attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to operate the Website except as is strictly necessary to use either of them for normal operation and other than as permitted by law;
(g) impersonate any other person while using the Website;
(h) conduct Yourself in a vulgar, offensive, harassing or objectionable manner while using the Website; or
(i) use the Website for any unlawful purpose.
4.3 You warrant that You have the necessary authority to bind Your company or trading entity.
4.4 We operate the Website as we see fit and in our sole discretion. We shall have total control over its appearance, structure, Content, functionality, user interface and placing of Content within the Website.
4.5 We may change, modify, amend, add to or remove functionality from the Website from time to time at Our discretion without notice to You provided that Your Listing remains published on the Website.
4.6 We reserve the right in our sole discretion to remove or edit any or part of the Content from the Website. Such removal or editing will take place without recourse or explanation to you where We solely deem it appropriate or necessary and We have no obligation to provide a refund of any amounts previously paid.
5.1 This Clause 5 sets out Our entire liability under or in connection with these Terms in respect of:
(a) any breach of these Terms;
(b) Your Listing; and
(c) any representation, statement or tortious act or omission (including negligence).
5.2 Nothing in these Terms excludes either party’s liability for:
(a) death or personal injury caused by their negligence; or
(b) fraud or fraudulent misrepresentation; or
(c) any liability which cannot be legally excluded or limited.
5.3 Subject to Clauses 5.2, 5.4, 5.5 and 5.6, Our total liability in any Initial Term or Renewal Term period arising out of, or in connection with these Terms that relate to any use made by You of the Website or as a result of Your Listing whether for negligence or breach of contract or howsoever arising shall in no event exceed the total Listing Fees paid by You during the Initial Term or Renewal Term in which the event giving rise to the claim occurred.
5.4 We will not be responsible to You for any business losses that You may incur, including but not limited to, loss of data, loss of profits, loss of goodwill, pure economic loss, corruption of data or information or business interruption.
5.5 We shall not be liable for any losses or damage that anyone (including any consumers) may suffer as a result of relying on Your Listing or Content provided by You.
5.6 Neither party will be liable for any indirect or consequential losses arising out of or in connection with these Terms.
6.1 You may cancel Your Profile at any time. You will not be entitled to any refund of the Listing Fee if You do so. We will remove Your Listing at the end of the Initial Term or Renewal Term in which You cancelled Your Profile.
6.2 You may choose not to renew Your Listing for a Renewal Term. You must serve us notice in writing no less than 30 days prior to the first day of the Renewal Term.
6.3 We may terminate these Terms and remove Your Listing without payment of damages or compensation or refund of Listing Fees immediately on giving written notice where :
(a) We believe acting reasonably, that You or any personnel engaged by You is or has been engaged in, or is a party to, any action or arrangement which may discredit or otherwise prejudice Our reputation and/or the reputation of Our Website;
(b) You breach any of these Terms (including by non-payment of any fees) and do not remedy the breach, if the breach is capable of being remedied, within seven (7) days after receiving notice of the breach;
(c) You breach any of these Terms and the breach is not capable of being remedied; or
(d) You become insolvent or go into liquidation or have a receiver or manager appointed of any of its assets or becomes insolvent, or make any arrangement with creditors, or become subject to any similar insolvency event in any jurisdiction.
6.4 Where We have a right to terminate these Terms, We may also (in our sole discretion) instead suspend Your Listing for any definite or indefinite period of time.
6.5 Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of these Terms, We will remove Your Listing from the Website and will delete Your Profile.
7.1 Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, use, disclose or make any Confidential Information available to any person, other than as contemplated by these Terms.
7.2 Each party’s obligations under this Clause 10 will survive termination of these Terms.
7.3 The provisions of Clause 10.1 shall not apply to any information which:
(a) is or becomes public knowledge other than by a breach of this clause;
(b) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
(c) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
(d) is independently developed without access to the Confidential Information.
8 INTELLECTUAL PROPERTY RIGHTS
8.1 All IPR contained in and pertaining to the Website and the content which appears on it, including any trademarks used on the Website, copyright in any Content and rights in any data contained on the Website are owned by or licensed to Us. You are not given any right to use any IPR contained in or pertaining to the Website except for Your Content and as expressly permitted by law. Any transfer, sale, distribution, reproduction, copying or modification of any content on the Website or the Website itself (in whole or in part) is strictly prohibited other than with Our prior written consent.
8.2 You agree that We are free to use any comments, information or ideas contained in any communication You may send to us without compensation, acknowledgement or payment to You for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products and services and creating, modifying or improving the Website, products or services.
8.3 You grant Us a royalty-free, limited, revocable licence to display and use to the extent necessary to publish the Listing, Your logo, trademark, business name or any other IPR in any Content which You provide to Us.
8.4 You warrant that any Content provided by You to Us does not infringe the IPR or other rights of any third party and You are responsible for ensuring that any Content that You provide within the Website is accurate, complete, truthful and compliant with law.
9 INFRINGEMENT AND INDEMNITY
9.1 We reserve the right to remove any Content You submit for Us to put on the Website if, in Our opinion, such material infringes or is likely to infringe the IPR of any third party.
9.2 We will not be responsible or liable to You for the content or accuracy of any material uploaded or posted by any other user of the Website.
9.3 You hereby agree to indemnify Us (who shall have no duty to mitigate Our loss) in full and on demand against all claims, demands and all direct and indirect damages, losses, costs and expenses and any consequential loss made against or incurred or suffered by Us resulting from any claim that the Content infringes the IPR of any third party.
10.1 Linking: No links are permitted to the Website and other sites are not permitted to embed text in the Website without our express consent in writing. We will not allow any use of our logo as a ‘hot’ link to the Website unless approved in advance in writing.
10.2 Consequences of termination: Any provision which expressly or by implication is intended to come into or remain in force on or after termination will continue in full force and effect.
10.3 Changes: We reserve the right to change these Terms at any time on giving no less than 30 days’ notice. You must agree to these changes to continue to publish Your Listing. If You do not agree to the change to these Terms, You can terminate Your Listing and receive a pro-rated refund of the Listing Fees.
10.4 Entire Agreement: These Terms constitute the whole agreement between You and Us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Terms.
10.5 Waiver and Variation: If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
10.6 Force Majeure: Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to an event outside the reasonable control of either party affecting its ability to perform any of its obligations.
10.7 No Assignment: You may not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
10.8 Rights of Third Parties: No person who is not a party to these Terms shall have the right, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any rights granted or benefits enjoyed under these Terms.
10.9 Severability: If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
10.10 Notices: Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Us must be sent to email@example.com. Notices to You will be sent to the email address provided when registering Your Profile.
10.11 No Partnership: Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other.
10.12 Governing Law and Jurisdiction: These Terms and any dispute or claim arising out of or in connection with them or the 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. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).