Advertising means your placing of any information on our Website in respect of the services you supply;
Business Day means a day other than a Saturday, Sunday or bank or public holiday in England; Commencement Date means the date of this Agreement;
Force Majeure means an event or sequence of events beyond reasonable control preventing you or us delaying from performing the obligations under this Agreement save that an inability to pay is not a Force Majeure event;
Good Practice means, in relation to the services provided, that you will comply with all applicable laws in relation to the supply of services, with all Codes of Conduct relating to your profession and with the British Code of Advertising Practice.
Intellectual Property Rights means copyright, rights in confidential information, Know-how, trade secrets, trademarks, service marks, trade names, design rights and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;
Profile means the information that you submit regarding your services on our Website;
Registration means the access that you will have to our Services and the Website when you create an account with us;
Security Device means your account codes or numbers, passwords and other security devices as may be agreed from time to time between you and us;
Services means, as the context permits, the Services that we have agreed to provide pursuant to the terms of this Agreement;
Subscription Fee means the amount you agree to pay annually in advance for each Term, at such rate as agreed between us at the commencement of each Term;
Term means the duration of this Agreement, and any subsequent Term;
User means a business or individual that uses our Website to obtain information on and/or contact/connect with you;
VAT means value added tax, as defined by the Value Added Tax Act 1994;
We/Us/Our meanscomparequalitycare.co.uk, a trading name of Compare Quality Care Limited, a company registered in England and Wales with registration number 11239678. Our VAT number is: 302 1581 52. Our email address is email@example.com;
Website means www.comparequalitycare.co.uk;
You/Your means you, as a business, who has, or has requested a Registration with us whether acting as a limited company, partnership or sole trader and includes all employees and agents.
1.2.1 each gender includes the others and the singular includes the plural and vice versa;
1.2.2 references to clauses are to clauses of this Agreement;
1.2.3 ‘including’ means including without limitation and general words are not limited by example;
1.2.4 references to persons include individuals, unincorporated bodies, government entities, companies and corporations;
1.2.5 clause headings do not affect the interpretation of this Agreement;
1.2.6 a reference to a statute or a statutory provision is a reference to it as in force as at the date of this Agreement or amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of either party under this Agreement;
1.2.7 a reference to a statute or a statutory provision includes all subordinate legislation made from time to time under that statute or statutory provision;
1.2.8 references to time will mean London time, unless otherwise stated;
1.2.9 ‘in writing’ means communication by letter or email and written will be interpreted accordingly;
1.2.10 references to books, records or other information include paper, electronically or magnetically stored data, film, microfilm, and information in any other form; and
1.2.11 reference to any English action, remedy, method of judicial proceeding, court, legal document, legal concept, legal status, legal doctrine or thing will in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English equivalent;
1.2.12 references to a Party or Parties means you and us.
2.1 This Agreement commences on the Commencement Date for the Term and until it is terminated in accordance with clause 9.
2,2 The procedure for applying for Registration and our Services is set out in clause 3.
2.3 During the Term and at the expiry of the Term we hereby grant you a non-exclusive, non-transferable license to use the Website solely for the purpose of accessing and using the Services in accordance with the terms of the Agreement and for no other purpose whatsoever.
3.1 To register, you will need to complete a registration request form and pay the Subscription Fee. We may ask you to provide us with verification information regarding your business such a identification documents, certificate of incorporation, accounts. This is not an exhaustive list but are just examples.
3.2 The submission of a registration request form will constitute an offer by you to use the Services on the terms of this Agreement.
3.3 We may accept or reject a registration request at our discretion. A registration request will not be accepted, and no binding obligation to supply any Services will arise, until the earlier of:
3.3.1 Our receiving from you all information that we request to verify your business status and any other informant that we require, and thereafter
3.4 Rejection by us of a registration request, including any communication that may
4.1.1 Usually within 48 hours (but time is not of the essence) we will upload your Profile on to the Website.
4.1.2 It is your responsibility to ensure that the information on your Profile is accurate, current and updated.
4.1.3 You may request us to update or change your Profile, and we aim to make such changes within 24 hours.
4.1.4 You will have such access to your Profiles as to be able to submit comments however, these will be filtered by us prior to publication. We reserve the absolute right to refuse to publish a comment without reason.
4.2 We may, upon the giving of 30 days written notice, provide you with account details, passwords etc that will allow you direct access to your Profile and thereafter you will be fully responsible for uploading and/or changing your Profile details.
If you breachany of the terms of this Agreement we may at a sole discretion:
4.2.1 terminate this Agreement;
4.2.2 Refuse to accept any subsequent registration requests from you;
4.2.3 recover from you all losses, damages, costs and expenses incurred by us arising from your default.
4.3 We will not be liable for any delay in or failure of delivery to the extent caused by:
4.3.1 your failure to: (i) provide us necessary information to provide our Services, (ii) provide us with adequate instructions for supply or otherwise relating to the Services; (iii) inadequate information given by you in respect of your Profile; or
4.3.2 an event of Force Majeure.
4.4 We may determine the ranking of any Profiles at our absolute discretion.
4.5 We do not warrant or represent that the Website will meet any particular criteria of performance or quality and all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise in respect of the Services and availability or operation of the Platform are expressly excluded from this Agreement to the extent permitted by law.
4.6 We do not warrant or represent that the Website will be available at all times or that the Website will not be infiltrated by unauthorised users or hackers, nor that the Website will be free of faults. We shall have no liability whatsoever in the event that the Website is not available, is infiltrated by unauthorised users or hackers or has faults and whilst we will endeavour to remedy such problems it does not guarantee to do so.
4.7.1 suspend the availability of the Website for the purpose of repair, maintenance or improvement or to preserve security;
4.7.2 vary the technical specifications of the Website for operational reasons;
4.7.3 suspend the relevant part of the Website to you if you fail to pay any payment due to us by a due date.
5.1 The Services delivered by us will be supplied with reasonable skill and care.
5.2 We will not be liable for any failure of the Services to comply with clause 5.1:
5.2.1 where such failure arises by reason of your wilful damage or negligence;
5.2.2 to the extent caused by your failure to comply with our reasonable instructions as to:
(i) use or benefit from the Services, or (ii) Good Practice in relation to use or benefit from the Services;
5.2.3 to the extent caused by the us following any specific requirement of yours in relation to the Services;
5.2.4 to the extent caused by our changing our host server.
5.3 We will comply with all UK applicable laws, standards and good industry practice in the supply and delivery of the Services.
5.4.1 Ensure that, when providing your services, you comply with all statutory requirements relating to the provision ofservices pursuant to English Law.
5.4.2 Ensure that your Profiles lists accurate price details, contact details, operating times, or any other information that may influence members of the public to contact you due to the details placed on the Website.
5.4.3 Remain qualified and/or registered with any governing body where these are listed on your Profile and comply with any other Codes of Practice including Codes of Conduct laid down by the British Code of Advertising Practice.
5.4.4 Read the Policiesfrom time to time that apply to Users of the Website.
5.4.5 Notify us promptly of any unauthorised use of your account details or the Website;
5.4.7 Be solely responsible for providing and maintaining all computer equipment and software necessary for you to access the Service
5.4.8 Be solely responsible for any data, information or advertising material submitted by you within your Profile;
5.4.9 At your own cost, be responsible for obtaining (or obtaining relief from any requirements for) all regulatory approvals which you are required to obtain.
5.4.10 Ensure that all information that you upload onto the Website or makes available via the Website is true and accurate and that if further confirms that: i) the publication of the Profile will not breach any contract, infringe the copyright, trademark or other right of any third party and is not libelous of any person; ii) all licenses and consents from third parties necessary for the publication of the Profile and the information within it have been obtained, including consent from living persons identified in copy or pictures (photographic or otherwise) and that specifically you have the express written consent of students whose comments or feedback you place on your Profile; and iii) the Profile does not unlawfully discriminate on grounds of age, sex, race or religion.
5.4.11 Inform us immediately of any change in your trading statusor of any factor that it is reasonable to assume would affect your Registration.
5.4.12 Agree that we may publish User reviews on the Website:
5.5 We can, at our absolute discretion, refuse to publish any Profiles on our Website.
6.1 You will pay the Subscription Fee as applicable at the time of registration request, for the relevant Termand on each new Term (whether the new Term is requested or automatically renewed).
6.2 We reserve the right to change the Subscription Fee from time to time but a higher rate will only be charged upon the commencement of a new Term.
6.3 Your subscription will automatically renew for a further Term and the end of each Term.
6.4 If you do not want to renew your subscription for a new Term then you must send us notice of that fact in writing/Email at least 30 days before the end of a Term.
6.5 Your account will be charged for renewal within 14 days prior to the end of the Term.
7.1 Neither party to this Agreement limits or excludes its liability for:
7.1.1 death or personal injury caused by negligence; or
7.1.2 fraud or fraudulent misrepresentation; or
7.2 Without prejudice to clause 7.1 our total aggregate liability under or in connection with this Agreement, whether arising in tort (including negligence), contract or in any other manner will not exceed the total Subscription Fee paid by you for the preceding Term.
7.3 Without prejudice to clause 7.1, your total aggregate liability under or in connection with this Agreement, will not be limited.
7.4 Without prejudice to clause 7.1 We will not be liable to you for any:
7.4.1 loss of profits or revenues; or
7.4.2 loss of, or damage to, data or information systems; or
7.4.3 loss of contract or business opportunities; or
7.4.4 loss of anticipated savings; or
7.4.5 loss of goodwill; or
7.4.6 any indirect, special or consequential loss or damage.
8.1 You will indemnify us and hold us harmless from and against any losses, damages, liability, costs and expenses (including professional fees) incurred by it as a result of any action, demand or claim:
8.1.1 that you are in breach of any applicable laws as a result of any act or omission of yours;
8.1.2 made against us by a third party (including a student) arising from any defect in the services provided by you or your breach of this Agreement;
8.2.3 is in breach of the ADI or Advertising Code of Conduct or any other codes of conduct; each being a Claim.
8.2 In the event that either party receives notice of any Claim that affects the other party to this Agreement, it will:
8.2.1 notify the other in writing as soon as reasonably practicable;
8.2.2 not make any admission of liability or agree any settlement or compromise of the Claim without the prior written consent of each other (such consent not to be unreasonably withheld or delayed);
8.2.3 take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the Claim; and
8.2.4 provide each other with all reasonable assistance in relation to the Claim (at your expense).
9.1 During the Term this Agreement may be terminated:
9.1.1 By us where there is a breach of this Agreement by Our giving not less than 2 Business Days’ notice in writing to you where there is material breach of this Agreement and such breach is not remediable or, if capable of remedy, is not remedied within 2 Business Days of receiving written notice to do so; or
9.1.2 by your giving 30 days’ notice to terminate your Registration. You will still be liable for all Subscription Fee that are due up to the end of the Term.
9.2 The following clauses of this Agreement will survive termination, howsoever caused:
clause 7 (limitation of liability);
clause 8 (indemnity);
clause 9 (termination);
clause 12 (general);
clause 15 (governing law and jurisdiction),
together with any other provision of this Agreement which expressly or by implication is intended to survive termination.
10.1 Each party undertakes that it will keep any information that is confidential in nature concerning the other party, the terms of this Agreement and the information relating to any student.
10.2 A party may:
10.2.1 disclose any Confidential Information to any of its employees, officers, representatives or advisers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this Agreement, provided that such party must ensure that each of its Representative to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause 10 as if it were a party;
10.2.2 disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including, without limitation, any securities exchange) or any other authority of competent jurisdiction to be disclosed; and
10.2.3 use Confidential Information only to perform any obligations under this Agreement.
10.3 Each Party recognises that any breach or threatened breach of this clause 10 may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the Parties agree that the non-defaulting Party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
11.1 A Party will not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
11.1.1 promptly notifies the other of the Force Majeure event and its expected duration; and
11.1.2 uses reasonable endeavours to minimise the effects of that event.
11.2 If, due to Force Majeure, a party:
11.2.1 is or will be unable to perform a material obligation; or
11.2.2 is delayed in or prevented from performing its obligations for a continuous period exceeding 30 calendar days then the other party may terminate the Agreement on immediate written notice.
11.3 For the duration of a Force Majeure event affecting a party to this Agreement, the obligations of the other Party will be suspended for the corresponding period of time.
12.1 Compliance with law
Each party will comply and will (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under this Agreement, its representatives will comply with all applicable laws and regulations, provided that neither party will be liable for any breach to the extent that such breach is directly caused or contributed to by any act or default of the other party or that party’s representatives.
You must pay all sums that you owe us under this Agreement free and clear without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
12.3 No partnership or agency
The parties are independent of each other and are not partners, principal and agent and, save as expressly stated otherwise, this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither of the parties will have, nor will represent that it has, any authority to make any commitments on the other Party’s behalf.
No variation of this Agreement will be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed (as the case may be) by, or on behalf of, each party.
If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement will not be affected.
12.6.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement will operate as a waiver of that right, power or remedy, nor will it preclude or restrict any future exercise of that or any other right, power or remedy.
12.6.2 No single or partial exercise of any right, power or remedy provided by law or under this Agreement will prevent any future exercise of it or the exercise of any other right, power or remedy.
12.6.3 A waiver of any term, provision, condition or breach of this Agreement will only be effective if given in writing and signed by the waiving Party, and then only in the instance and for the purpose for which it is given.
12.7.1 Any notice given by a Party under this Agreement will:
(a) be in writing and in English;
(b) be sent to the relevant party at the address or email set out in this agreement (for us) and the registration request form (for you).
12.7.2 Notices may be given, and are deemed received 24 hours from delivery if sent to the correct email address and no notice of delivery failure is received.
12.7.3 All references to time are to the local time at the place of deemed receipt.
12.7.4 This clause does not apply to notice given in legal proceedings, arbitration or other dispute resolution proceedings.
12.8 Conflict within an agreement
If there is a conflict between the terms of this Agreement and the terms of any other documents referred to in this Agreement, the terms of this Agreement will prevail.
12.9.1 You may not assign, transfer, or deal in any other manner with any or all of your rights under this Agreement without our prior written consent.
12.9.2 We may assign, transfer, mortgage or deal in any other manner with any or all of the rights under this Agreement without your consent.
12.9.3 We may sub-contract in any manner any or all of our obligations under this Agreement. 12.9.4 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
12.10 Rights of third parties
No person other than a Party to this Agreement will have any right to enforce any of its provisions.
13.1 The Parties agree that this Agreement (and the Policies referred to herein) constitute the entire agreement between them and supersede all previous agreements, understandings and arrangements between them, whether in writing or oral, in respect of its subject matter.
13.2 Each Party acknowledges that it has not entered into this Agreement or any documents entered into pursuant to it in reliance on, and will have no remedies in respect of, any representation or warranty that is not expressly set out or referred to in this Agreement or any documents entered into pursuant to it, except in the case of fraudulent misrepresentation.
14.1 This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales.
14.2 The Parties irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).