Terms of Use

1. Definitions and Interpretation

   1. In these Data Processing Terms the following definitions apply:

      “Account”	means a paid subscription to the Services;
      “Confidential Information”	means all business, technical, financial or other information created or exchanged between You and Us throughout the Term;
      “Data”	means any data belonging to You or to third parties and used by You under licence which is created or stored by You using the Services;
      “Data Processing Terms”	means the terms pursuant to which We process (or sub-process) data which You control or process, a copy of which can be found here.
      “Fees”	means the sums payable by You in return for access to the Services in accordance with these Terms;
      “Intellectual Property Rights”	means all vested contingent and future intellectual property rights including but not limited to copyright, trade marks, service marks, design rights (whether registered or unregistered), patents, know-how, trade secrets, inventions, get-up and database rights;
      "Members"	means Students or Individuals who have been added to or registered with Your Account;
      “Services”	means the web services, services delivered through membermeister accounts, any associated software, and other services related thereto provided to You by Us in accordance with this agreement and with the characteristics and features as described at www.membermeister.com from time to time;
      “Term”	means the duration of Your subscription for the Services as set out in the relevant subscription package;
      “Users”	means You and any Individuals authorised by You to access the Service;
      “Us”/ “We”	means Membermeister Ltd (Co. No. 08405687) whose registered address is at 20-22 Wenlock Road, London, England, N1 7GU;
      “Website”	means Websites at http://www.membermeister.com, http://www.membermeister.co.uk and all subdomains thereof; and
      “You”/ “Your”	means the business customer paying for a licence to use the Services.

2. Application

   1. By using the Services and Our Website, You agree to be bound by these Terms. If You do not agree to be bound by any term or condition contained in these Terms You must not download, order, install, use, or operate the Website or use the Services.

3. Term

   1. The Services will be provided by Us during the Term, which shall commence on Our acceptance of Your registration and will continue until terminated in accordance with Clause 19 of these Terms.

4. Fees and Payment

   1. The Fees due for the Services are as notified to You on registration for Your Account, subject to amendment from time to time pursuant to clause 4.5.
   2. You shall pay to Us all Fees due on demand. We may use a third party to collect payment from you by direct debit or other means.
   3. In the event that You do not pay all Fees due within the time period specified in sub-Clause 4.2 above, including but not limited to any failure of direct debit, We shall be entitled to suspend Your use of the Service until payment in full is received. We shall not be liable for any losses You suffer which arise from such suspension.
   4. In the event that You do not pay all Fees as specified in sub-Clause 4.2 above, then without prejudice to sub-Clause 4.3, that amount shall bear interest from the due date until payment is made in full, both before and after any judgment, at 5% per annum.
   5. We reserve the right to vary the Fees from time to time. In such cases We shall give You 30 days' written notice of any such variation. Such variations shall take effect upon expiry of such notice.

5. Access to Services

   1. We will use reasonable endeavours to ensure that the Services are available at all times but We cannot guarantee that Our Services or Our Website will always be available or that access to it will be uninterrupted. In such cases We do not accept liability for any losses that You may incur as a result of such interruptions.
   2. We reserve the right to effect modifications to the design, operational method, technical specifications, systems, and other functions of the Services, at any time without prior notice.

6. Disclaimer

   1. Nothing on Our Website or provided as part of Our Services is intended to provide professional or other advice on which you should rely. You are responsible for obtaining any independent advice that may be required.

7. Security

   1. You are responsible for ensuring that You, any Users and any Members comply with the security and administrative regulations as notified in conjunction with registration, by email or in any other manner from time to time made available on the Website.
   2. In particular You shall ensure that any passwords are changed periodically and kept secure. You should not share passwords with others.
   3. We shall make regular backups of all data and ensure that it is kept securely.

8. Maintenance

   1. We shall be responsible for all maintenance and upgrades to the Services and Website which may from time to time be required.
   2. Unless maintenance is corrective in nature, We shall provide at least 2 Business Days' notice of any maintenance which may affect Your use of the Service.
   3. Corrective maintenance shall be undertaken as and when required. We shall use reasonable endeavours to provide as much notice as possible in the case of corrective maintenance, however advance notice may not always be possible.
   4. Where maintenance will disrupt the Service, We shall aim to complete all necessary work as soon as possible.
   5. Whenever possible, We shall provide a workaround solution to enable Your continued use of the Service or to enable use that is as close to normal as is possible under the prevailing circumstances.

9. Software Licences

   1. You shall use the Services under a non-exclusive, non-transferrable licence, as set out in these Terms. This licence shall be subject to any restrictions relevant to the relevant subscription package You have selected.
   2. The Services and Website are Our property unless otherwise stated and shall be covered by the terms of the licence included in these Terms.
   3. Where any element of the Services are the property of a third We warrant that We have all requisite authority to sub-licence such applications to You for the purposes of these Terms and for use under its terms.

10. Terms of Use

    1. Under these Terms, as indicated in sub-Clause 9.1 above, Your use of the Services shall be subject to a maximum number of active Members (that is, Members who have not been archived) as set out in the relevant subscription package.
    2. Members' access to the Services shall be controlled by means of username and password.
    3. Should You require an increased maximum number of Members, such an increase shall be permitted at Our exclusive discretion. Should We permit an increased maximum number of Members We reserve the right to charge an additional fee for the additional Members at such rate as We may advise.
    4. You shall use the Service exclusively for the purposes of accessing Your student data, timetables, invoices, payments, messaging Members and such other purposes as may be agreed from time to time.
    5. We may monitor Your use of the Services from time to time to ensure compliance with these Terms and with any reasonable usage policy in place from time to time. In the event that Your use of the Service exceeds levels deemed reasonable under the then current reasonable usage policy, We reserve the right to increase Fees, as We deem appropriate, supplying 30 days' written notice to You of such an increase.
    6. You are exclusively responsible for Your use of the Service, including the conduct of individual Users and must ensure that all use is in accordance with these Terms. You shall notify Us immediately of any breaches of these Terms by any Users.
    7. Access to the Services is only permitted through Our Website. Under no circumstances may You download, store, reproduce or redistribute any applications or any other part of the infrastructure, without first obtaining Our express written permission.
    8. Your use of the Services may, from time to time, be governed by statutory or regulatory rules and requirements external to these Terms. It shall be Your exclusive responsibility to ensure that Your use of the Services is in compliance with any such laws.
    9. Your use of the Services shall be subject to the following limitations, any of which may be waived by Us giving Our express written consent:
       1. You may not use or redistribute any applications or any other part of the infrastructure for the purpose of conducting the business of an application service provider;
       2. You may not redistribute or reproduce any applications or any other part of the infrastructure through any network; and
       3. You may not allow any unauthorised third party to access the any applications or any other part of the infrastructure.
    10. Neither You, nor anyone on Your behalf may:
        1. Make changes of any kind to any applications or any other part of the infrastructure; or
        2. Attempt to correct any fault or perceived fault in any applications or any other part of the infrastructure.

11. Computer Systems

    1. Prior to commencement of the Services You should review Your computer systems and internet access to ensure compatibility with any applications or any other part of the infrastructure used to access the Services. We are not liable for any losses if Your computer systems or internet access is not suitable.
    2. You shall ensure that Your computer systems are not connected to any communications system or network in such a way that the Services may be accessed by unauthorised third parties.

12. Support

    1. We shall provide email support services during their normal business hours. The support We provide shall relate only to any applications or any other part of the infrastructure We provide to ensure access to the Services. Any problems which are related to Your own computer systems must be resolved by Your own support staff.
    2. When seeking support You shall use Your best endeavours to provide the fullest information possible to aid Us in diagnosing any faults any applications or any other part of the infrastructure.
    3. We shall aim to resolve all support problems as soon as possible.
    4. Whenever possible, We shall provide a workaround solution to enable Your continued use of the Services or to enable use that is as close to normal as is possible under the prevailing circumstances.

13. Intellectual Property

    1. Subject to sub-Clause 13.2 all Intellectual Property Rights subsisting in the any applications or any other part of the infrastructure, including any supporting software and documentation are Our property. For the purposes of this Clause 13, 'Applications' and 'Infrastructure' along with supporting software and documentation are taken to include the manner in which all such material is compiled and presented.
    2. Where expressly indicated, the Intellectual Property Rights subsisting in certain Applications including any supporting software and documentation may be the property of named third parties.
    3. You shall not either during the term or after the expiry of these Terms permit or cause to occur any infringement of any Intellectual Property Rights covered by this Clause 13. Use by You and Your employees of the Services shall be only within these Terms.
    4. You shall not reproduce, adapt, translate, reverse-engineer, or make available to any third party any of the Applications, any part of the Infrastructure, or any other material associated with these Terms where such activity goes beyond the scope of actions permitted by these Terms.
    5. Where You either suspect or are aware of any breach of Intellectual Property Rights covered by this Clause 13 You shall be under a duty to inform Us of such breach immediately.

14. Data

    1. Subject to sub-Clause 14.2 all Intellectual Property Rights subsisting in Your Data are and shall remain Your property.
    2. Where Data may belong to third parties You warrant that it is used with the consent of relevant third parties.
    3. The parties agree that the Data Processing Statement shall apply to the agreement between them.

15. Confidentiality

    1. During the Term and after the termination or expiration of these Terms for any reason, We shall use its best and reasonable endeavours to ensure that all Data is kept secure and confidential. We shall not, in the absence of express written consent from You, disclose Data to any third party unless such disclosure is required by law in which case You shall be notified in writing of the disclosure.
    2. During the Term and after termination or expiration of these Terms for any reason for a period of five years starting on the termination date, the following obligations shall apply to the Party receiving Confidential Information (the “Receiving Party”) from the other Party (the “Disclosing Party”).
    3. Subject to sub-Clause 15.4, the Receiving Party:
       1. may not use any Confidential Information for any purpose other than the performance of their obligations under these Terms;
       2. may not disclose any Confidential Information to any third party except with the prior written consent of the Disclosing Party; and
       3. shall make every effort to prevent the unauthorised use or disclosure of the Confidential Information.
    4. The obligations of confidence referred to in this Clause 15 (excluding sub-Clause 15.1) shall not apply to any Confidential Information that:
       1. Is in the possession of and is at the free disposal of the Receiving Party or is published or is otherwise in the public domain prior to its receipt by the Receiving Party;
       2. is or becomes publicly available on a non-confidential basis through no fault of the Receiving Party;
       3. is required to be disclosed by any applicable law or regulation; or
       4. is received in good faith by the Receiving Party from a third party who, on reasonable enquiry by the Receiving Party claims to have no obligations of confidence to the Disclosing Party in respect thereof and who imposes no obligations of confidence upon the Receiving Party.
    5. Without prejudice to any other rights or remedies the Disclosing Party may have, the Receiving Party acknowledges and agrees that in the event of breach of this Clause the Disclosing Party shall, without proof of special damage, be entitled to an injunction or other equitable remedy for any threatened or actual breach of the provisions of this Clause in addition to any damages or other remedies to which they may be entitled.
    6. The obligations of the Parties under all provisions of this Clause shall survive the expiry or the termination of these Terms irrespective of the reason for such expiry or termination.

16. Liability

    1. We shall not be liable to You for any indirect or consequential loss You may suffer even if such loss is reasonably foreseeable or if We have been advised of the possibility of You incurring it.
    2. Our entire liability to You in respect of any breach of Our contractual obligations, any breach of warranty, any representation, statement or tortious act or omission including negligence arising under or in connection with these Terms shall be limited to the total amount of Fees paid by You to Us in the previous 12 month period ending on the day of any breach.
    3. Notwithstanding any other provision in these Terms, Our liability to You for death or personal injury resulting from Our own negligence or that of Our employees, agents or sub-contractors shall not be limited.

17. Indemnity

    1. You will fully indemnify Us against all costs, expenses, liabilities, losses, damages and judgments that We may incur or be subject to as a result of any of the following:
       1. Your misuse of any element of the Services;
       2. Your breach of these Terms; or
       3. Your negligence or other act of default.
    2. We shall be under no obligation to indemnify You against any costs, expenses, liabilities, losses, damages and judgments that You may incur or be subject to arising out of any matter covered by these Terms.

18. Force Majeure

    1. Neither Party shall be liable for breaching these Terms where that breach results from Force Majeure.
    2. Force Majeure refers to any event that is beyond the reasonable control of the parties and includes, but is not limited to: power failure, internet service provider failure, industrial action, civil unrest, theft, fire, flood, storms, earthquakes, acts of terrorism, acts of war, epidemic or pandemic, governmental action or any other event that is beyond the control of the Party in question.

19. Termination

    1. You may terminate Your Account after expiry of the initial Term by giving 30 days' notice ending on the expiry date or as set out in the relevant subscription package. If no proper notice is given Your Account will renew for an additional Term.
    2. We further reserve the right to terminate these Terms or to suspend the Services in the following circumstances:
       1. If You fail to pay Fees due under Clause 4 of these Terms;
       2. If You are in breach of these Terms;
       3. If You are a limited company you become the subject of a voluntary arrangement under Section 1 of the Insolvency Act 1986;
       4. If you are an individual you become the subject of an individual voluntary arrangement within the definition of Part 8 of The Insolvency (England and Wales) Rules 2016;
       5. If You are unable to pay Your debts within the definition of Section 123 of the Insolvency Act 1986;
       6. If You are an individual, You become bankrupt; or
       7. If You are a limited company you have a receiver, manager, administrator or administrative receiver appointed over all or a substantial part of Your undertakings, assets, or income; has passed a resolution for Your winding up; or are the subject of a petition presented to a court for Your winding up or for an administration order.
    3. Within 48 hours of termination of these Terms in accordance with this Clause 19 or the expiry of these Terms, You shall uninstall or otherwise remove any means of access Services. Immediately following taking such action, You shall inform Us in writing that such action has been taken.

20. Notices

    1. Any notice to be given under these Terms shall be via email to:
       1. You - the email address You give to Us upon registration or such other working email address as You may notify to Us
       2. Us - [email protected] or such other email address as We may notify to You from time to time.
    2. Notices given in this manner shall be deemed to have been delivered 24 hours after sending the email.

21. Relationship of Parties

    1. Nothing in these Terms shall create, or be deemed to create, a partnership, the relationship of principal and agent, or of employer and employee between You and Us.
    2. We shall not be party to any dispute between Users and in the event that We receive conflicting instructions We shall take no action until such time as agreed instructions are provided.

22. Assignment

    1. Neither these Terms nor any rights, licences or obligations under it, may be assigned by You. We may assign these Terms or any rights, licences or obligations under it in Our sole discretion.

23. Severance

    1. The Parties agree that, in the event that one or more of the provisions of these Terms is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms. The remainder of these Terms shall be valid and enforceable.

24. Entire Agreement

    1. These Terms embody and set forth the entire agreement and understanding between the Parties and supersedes all prior oral or written agreements, understandings or arrangements relating to the subject matter of these Terms. Neither Party shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in these Terms, save for any representation made fraudulently.
    2. Unless otherwise expressly provided elsewhere in these Terms, these Terms may be varied only by a document signed by both of the Parties.

25. No Waiver

    1. The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms shall constitute a waiver of the right to subsequently enforce that provision or any other provision of these Terms. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

26. Non-Exclusivity

    1. The relationship between the Parties under these Terms is and shall remain non-exclusive. Both parties are free to enter into similar relationships with other parties.

27. Law and Jurisdiction

    1. These Terms shall be governed by the laws of England and Wales.
    2. Any dispute between the Parties relating to these Terms shall fall within the exclusive jurisdiction of the courts of England and Wales.