These Terms and Conditions (Terms) provide information about Us and the legal terms and conditions (including limits on our liability to you) upon which We provide any of the services (Services) on Our website www.editmentoringexchange.com (Our Site) to you including but not limited to all content, information, Services and software provided on or through Our Site (Content).
You should print a copy of these Terms or save them to your computer for future reference.
We may amend these Terms from time to time as set out in clause 11. Every time you wish to use any Services from Our Site, please check these Terms to ensure you understand the terms which will apply at that time. These Terms are only in the English language.
1.1 In these Terms where we refer to We/ Our/ Us we mean Edit Development Limited, a company registered in England and Wales under company number 07380847 and Our registered office is at 1 Howey Hill, Congleton, Cheshire, England, CW12 4AF. This is also Our main trading address. Our VAT number is 103322770.
We operate the website www.editmentoringexchange.com (Our Site). A reference in these Terms to EMX is a reference to Our Site.
You may contact Us by:
If you wish to give Us formal notice of any matter in accordance with these Terms, please see clause 14.2.
2.1 EMX is a cross-business mentoring platform provided by Us which aims to develop knowledge sharing across both individuals and organisations. Details of Our Services can be found on Our Site.
5.1 We will send to you a quote for Our Services (Quote). When you confirm your acceptance of Our Quote for the Services you confirm that you have authority to agree to these Terms on behalf of any business, company, organisation, corporation, person or other legal entity on whose behalf you purchase or use Services from Our Site and you further confirm that you are authorised to accept the Quote and to enter into a contract on their behalf.
5.2 These Terms will become binding on you and Us when you provide Us with a written acceptance of Our Quote, at which point a contract will come into existence between you and Us.
6.3 You and We agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in any contract or on Our Site.
7.1 The price of the Services will be set out in the Quote. Our prices may change at any time, but price changes will not affect any Quote that you have accepted in writing. These prices exclude VAT where applicable. However, if the rate of VAT changes between the date of the Quote and the date of your acceptance We will adjust the rate of VAT that you pay, unless you have already paid for the Services in full before the change in the rate of VAT takes effect.
7.2 You must pay each invoice including any VAT in cleared monies within 60 calendar days of the date of invoice. All remittance advices should be addressed to Us.
7.3 If you do not make any payment due to Us by the due date for payment, We may charge interest to you on the overdue amount at the rate of 2% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay Us interest together with any overdue amount.
9.1 Any individual User Licence purchased by you must be registered on Our Site within 12 months from the date of the contract under which it was purchased. Bulk purchases can be used for any cohort during this 12 month period but after the expiry of the 12 month period any User Licence that has not been registered will expire and access to Our Site will not be available.
9.2 Where you purchase several User Licences, We reserve the right to spread the users of the User Licences over a number of cohorts in order to match delegates with those from other organisations. This means that for bulk purchases, we can at our discretion allow You up to 12 months from the date of the contract to register each User Licence and then allow You a period of 12 months use of each individual User Licence for a period of 12 months from the date of the individual registration until the User Licence expires. All User Licences will expire 12 months after the date of their individual registration and upon expiry You will not be able to access Our Site or Use Our Services unless you renew your User Licence.
9.3 A User Licence is used when the individual user is registered on Our Site, not on completion of the 12 month period.
10.1 You may terminate the contract by giving Us 21 days prior notice of your intention to do so and removing any posting or material uploaded by you to Our Site. In the event of such termination you will not be entitled to any refund.
10.3 Without prejudice to clause 10.2 We may terminate this contract by giving you at least 21 days’ notice if We do so We shall refund to you pro rata any amounts that you have paid in advance.
10.4 Either We or you may terminate this contract if the other (Other Party) becomes insolvent or if an order is made or a resolution is passed for the winding up of the Other Party (other than voluntarily for the purpose of solvent amalgamation or re-construction), or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the Other Party’s assets or business, or if the Other Party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt. The notice of termination will take effect as specified in the notice.
10.5 Termination under any provision of these Terms shall not affect:
(a) any rights, remedies, obligations or liabilities of Us or you that have accrued up to the date of termination, including the right to claim damages in respect of any breach of contract which existed at or before the date of termination; or
(b) Our entitlement to receive payment in accordance with these Terms where such payment is outstanding;
10.6 The provisions of these Terms shall continue to apply so far as necessary to give effect to this clause 10.5 in relation to the contract.
11.1 We amend these Terms from time to time. Please look at the bottom of these Terms to see when they were last updated.
11.2 Every time you use any Services from Our Site, the Terms in force at the time Our Quote is accepted by you will, subject to clause 11.3, apply to the contract between you and Us.
11.3 We may revise these Terms as they apply to any contract from time to time to reflect changes in relevant laws and regulatory requirements.
11.4 If We revise these Terms as they apply to the contract pursuant to clause 11.3, We will contact you to give you reasonable advance notice of the changes .Your continued use of Our Site following any changes shall constitute your acceptance of those changes.
12.1 Except for any legal responsibility that We cannot exclude in law (such as for death or personal injury), We will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any:
12.1.1 losses that:
(a) were not foreseeable to you and Us when these Terms were formed; or
(b) that were not caused by any breach on Our part
12.1.2 business losses; or
12.1.3 losses to non-consumers; or
12.1.4 loss of profits, sales, business, or revenue; or
12.1.5 loss or corruption of data, information or software; or
12.1.6 loss of business opportunity; or
12.1.7 loss of anticipated savings; or
12.1.8 loss of goodwill; or
12.1.9 indirect or consequential loss.
12.2 Subject to clause 12.1, Our total liability to you in respect of all losses arising under or in connection with any Services or your use of Our Site or its Content, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount that you have paid to us under the contract between us.
12.3 Except as expressly stated in these Terms, We do not give any representation, warranties or undertakings in relation to the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law.
13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations that are caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 13.2.
13.2 An Event Outside Our Control 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, breakdown of systems or network access , accidents or failure of public or private telecommunications or data networks.
13.3 If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms:
(a) We will contact you as soon as reasonably possible to notify you; and
(b) 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.
14.1 When we refer in these Terms to “in writing”, this will include e-mail.
14.2 Any notice or other communication:
(a) given by you to Us, or by Us to you, under or in connection with these Terms shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail.
(b) shall be deemed to have been received: if delivered personally, when left at our registered office; if sent by pre-paid first class post or other next working day delivery service, at 09.00 on the second Business Day after posting or if sent by e-mail, one Business Day after transmission.
14.3 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, which such e-mail was sent to the specified e-mail address of the addressee.
14.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
14.5 In this clause 14 a Business Day is a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
15.1 We may transfer our rights and obligations under these Terms to another organisation or entity, but this will not affect your rights or our obligations under these Terms.
15.2 You may only transfer your rights or your obligations under these Terms to another person if We agree in writing.
15.3 This contract is between you and Us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise except in respect of clause 12.4.
15.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
15.5 If We fail to insist that you perform any of your obligations under these Terms, or if We do not enforce our rights against you, or if We delay in doing so, that will not mean that We have waived our rights against you and will not mean that you do not have to comply with those 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.
15.6 These Terms and any dispute or claim arising out of or in connection with them or their 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.
15.7 We both irrevocably agree 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 their subject matter or formation (including non-contractual disputes or claims).
15.8 We may have to suspend the Services if We have to deal with technical problems, or to make improvements to the Services. Where possible We will contact you to let you know in advance where this occurs, unless the problem is urgent or an emergency.
15.9 We provide the service on an “as is” and “as available” basis and We give no express warranties to you except as may be set out in these Terms.
15.12 Unless otherwise agreed in writing by Us these Terms shall prevail over any terms of business or terms and conditions or purchase conditions or supply agreement or similar put forward by you.
15.13 You agree that during the period that you have access to Our Site and for a period of six months afterwards you shall not solicit, entice or induce away or endeavour to solicit, entice or induce away from Us any consultant or employee employed or engaged by Us during that period, whether or not such person would commit a breach of contract by reason of leaving.
V1 November 2017