|
Terms of Service
Please read these Terms of Service carefully to be sure that you understand them. Your attention is particularly drawn to clauses 9 ("warranty and disclaimer") and 10 ("liability"). By using the Service, you are agreeing to these Terms of Service.
1. The agreement
1.1. The Agreement is made between us, Knowledge Peers plc (a company registered in England under number 6384458 with its registered office at 30 Addiscombe Grove, Croydon Surrey CR9 5AY) ("Knowledge Peers"), and you, the person, firm or company who or which wishes to use the Service and who enters into the Agreement by accepting these Terms of Service
2. Definitions and interpretation
2.1. In these Terms of Service, except where the context requires otherwise:
2.1.1. "Agreement" means the contract between Knowledge Peers and you on these Terms of Service;
2.1.2. "Contributor" means any person, firm or company who provides Service Materials to Knowledge Peers for the purposes of the Service;
2.1.3. "Fees" means any fees payable by you to Knowledge Peers for the Service to be provided under this Agreement, as may be agreed with Knowledge Peers;
2.1.4. "Service" means Knowledge Peers' on-line business information service made available at the Site which you have selected to receive and which includes access to the Service Materials;
2.1.5. "Service Materials" means all text, documents, graphics, audio files, video files and other materials created by Knowledge Peers or any Contributors and which Knowledge Peers makes available in the course of provision of the Service;
2.1.6. "Site" means Knowledge Peers' website at www.knowledgepeers.com;
2.1.7. "User" means a person (including any of your employees or contractors) who is authorised by you from time to time to access and use the Service on your behalf.
2.1.8. "User Contribution" means any data, documents, materials and other content which you or any of your Users submit or upload to the Service;
2.1.9. "you" and "your" includes your Users;
2.1.10. clause headings are inserted for ease of reference only and do not affect construction; and
2.1.11. words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing bodies corporate, corporations, unincorporated associations and partnerships and vice-versa, words importing the singular shall be treated as importing the plural and vice-versa, and words importing whole shall be treated as including a reference to any part thereof.
3. Terms of service
3.1. These Terms of Service together with Knowledge Peers' general Terms of Website Use set out the terms of the Agreement and form the basis upon which the Service will be made available to you and your Users.
3.2. In order to use the Service, you must firstly agree to these Terms of Service. You may not use the Service if you do not accept these Terms of Service. You can accept these Terms of Service by:
3.2.1. clicking to accept or agree to these Terms of Service, where this option is made available to you by Knowledge Peers in the user interface for any Service; or
3.2.2. by actually using the Service. In this case, you understand and agree that Knowledge Peers will treat your use of the Service as acceptance of these Terms of Service from that point onwards.
3.3. You acknowledge and agree that any breach of the Agreement by a User shall be deemed a breach by you notwithstanding that you may not have authorised the act or omission which constituted the breach.
3.4. Knowledge Peers may change these Terms of Service from time to time. Knowledge Peers will notify you of any changes by posting them on the Site or through other reasonable means of providing notice. Any changes to the Terms of Service will be effective immediately upon such notice. If you use the Service after notice of changes to the Terms of Service, you will be taken to have agreed to the changes.
4. License to use the service
4.1. In consideration of the Fees or other permission given by Knowledge Peers to use the service (e.g. in trial period), Knowledge Peers hereby grants to you and your Users a non-exclusive, non-transferable and revocable licence to use the Service and the Service Materials for your own internal business purposes.
4.2. If you fail to pay any Fees when due or commit any other breach of these Terms of Service, then Knowledge Peers may (without prejudice to any other right or remedy available to it) suspend your access to the Service until payment is made or the breach is remedied to the satisfaction of Knowledge Peers.
4.3. Knowledge Peers may, for operational reasons, change the technical specification of the Service or suspend supply of the Service or discontinue the whole or any part of the Service. Knowledge Peers shall not be liable to you or any third party for any such change, suspension or discontinuance of the Service.
5. Password and security
5.1. You will receive a username and password upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the username and password, and are fully responsible for all activities that occur under your account.
5.2. You shall:
5.2.1. keep all usernames and passwords allocated to you by Knowledge Peers strictly confidential and allow access to any such usernames and passwords only to such of your employees as have a need to know them for the proper use of the Service;
5.2.2. take reasonable steps to ensure that nobody other than your Users accesses the Service or the Service Materials using accounts created with your username and password;
5.2.3. promptly notify Knowledge Peers if you become aware or suspect that any such username and password has become known to an unauthorised person.
6. Your information
6.1. In order to use the Service, you and your Users may be required to provide information about yourselves (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Service. You agree that any registration information you give to Knowledge Peers will always be accurate, correct and up to date.
6.2. Knowledge Peers processes information about you and your Users in accordance with its Privacy Policy. By using the Service, you consent to such processing and confirm your authority to give such consent on behalf of your Users.
7. Fees for the service
7.1. In consideration of the provision of the Service you shall pay to Knowledge Peers the monthly or annual Fees for the Service if and where agreed.
7.2. The Fees are exclusive of Value Added Tax which you shall pay to Knowledge Peers in addition at the same time as payment of the Fees.
7.3. You shall pay all Fees in full (without any set-off, deduction or withholding whatsoever) by such method as may reasonably be specified from time to time by Knowledge Peers. If a cheque delivered by you is dishonoured or a direct debit or standing order fails, Knowledge Peers may charge you all costs incurred by Knowledge Peers as a result.
7.4. If payment of any part of the Fees become overdue, Knowledge Peers may (without prejudice to any other right or remedy available to it) charge interest at 2 percent per month on the overdue amount, such interest to run from day to day and accrue after as well as before any judgment and to be compounded monthly on the amount overdue until payment
7.5. Knowledge Peers may by notice in writing to you vary the amount of any of the Fees. Such variation shall take effect 60 days after the date of Knowledge Peers' notice.
8. Your Undertakings
8.1. You warrant to and undertake with Knowledge Peers that you shall:
8.1.1. take reasonable steps to ensure that your Users comply with these Terms of Service;
8.1.2. take reasonable steps to ensure that nobody other than your Users accesses the Service or the Service Materials using accounts created with your username and password;
8.1.3. be responsible for configuring your own information technology (including virus protection software) and telecommunications in order to access the Service;
8.1.4. comply with all requirements, procedures, policies and regulations of Knowledge Peers issued from time to time in relation to the use or operation of the Service;
8.1.5. not use the Service for illegal purposes;
8.1.6. not interfere with or disrupt the Service or server or network connected to the Service;
8.1.7. not sub-license, re-sell or offer in any manner, to a third party, the Service or use of or access to the Service, whether for commercial gain or otherwise;
8.1.8. not attempt to gain unauthorised access to other computer systems or networks connected to the Service.
9. Warranty and disclaimer
9.1. Knowledge Peers warrants and represents that the Service will be provided by Knowledge Peers with reasonable skill and care.
9.2. Save for the warranty at clause 9.1, neither Knowledge Peers or the Contributors gives you any warranty or assurance regarding the Service and specifically Knowledge Peers and the Contributors:
9.2.1. give no warranty concerning the accuracy, completeness or up-to-date nature of the Service Materials or that the Service will meet your requirements, will be uninterrupted or timely, will be secure or error free or that defects in the Service Materials or the Service will be corrected;
9.2.2. expressly disclaim all conditions and warranties of any kind, whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose and non-infringement.
9.3. Knowledge Peers and the Contributors are not responsible for any action (or lack of action) taken as a result of relying on or in any way using information contained in the Service Materials and shall have no liability for the commercial, financial, legal or other results that may be obtained. You should take specific advice from a qualified professional when dealing with specific situations.
9.4. Each Contributor shall be entitled to the benefit of this clause 9 under the Contracts (Rights of Third Parties) Act 1999.
10. Liability
10.1. Knowledge Peers shall be liable to you as expressly provided in these Terms of Service but shall have no other obligation, duty or liability whatsoever whether in contract, tort or otherwise to you.
10.2. Knowledge Peers's total liability whether in contract, tort or otherwise arising out of or in connection with these Terms of Service shall be limited to an amount equal to the total Fees paid by you during the 12 months immediately prior to written notification of the claim.
10.3. Knowledge Peers shall not in any event be liable to you under the Agreement whether in contract, tort or otherwise for any loss of revenue, business contracts, anticipated savings or profits or for any indirect or consequential loss whatsoever.
10.4. Nothing in these Terms of Service shall exclude or restrict Knowledge Peers's liability for death or personal injury resulting from its negligence, fraudulent misrepresentation or any other liability which cannot be excluded or limited under applicable law.
10.5. The provisions of this clause shall continue to apply notwithstanding the termination of the Agreement.
11. Intellectuals property rights
11.1. Knowledge Peers is the owner or licensee of all copyright and other intellectual property rights in and to the Service and the Service Materials, all components thereof, including without limitation all related applications, user interface designs, processes, software and source code, and any and all future enhancements or modifications made to them.
11.2. You acknowledge and agree that you are permitted to use the Service and the Service Materials only in accordance with these Terms of Service, and you may not copy, reproduce, re-publish, transmit, distribute, modify or create derivative works of the Service Materials without Knowledge Peers 's express prior written authorisation.
12. User contributions
12.1. The Service is moderated. Knowledge Peers will use reasonable efforts to publish as many User Contributions as possible but cannot guarantee that all User Contributions will be published. Knowledge Peers also cannot guarantee how quickly User Contributions will be posted on the Service as this will depend on editorial commitments.
12.2. Although the Service is moderated, Knowledge Peers is under no obligation to you or any other person to oversee, monitor or moderate the Service and may stop moderating the Service at any time.
12.3. Although you will still own the copyright in your User Contribution, Knowledge Peers will have a perpetual, irrevocable, worldwide, royalty-free and non-exclusive licence to reproduce, edit, alter, publish and distribute such User Contribution for the sole purpose of enabling Knowledge Peers to supply the Service. Under this licence, Knowledge Peers may exercise all copyright and publicity rights in the material contained in your User Contributions in all jurisdictions, to their full extent and for the full period for which any such rights exist in that material. If you are not in a position to grant such a licence to Knowledge Peers, you must not submit the User Contribution to the Service.
12.4. A User Contribution must:
12.4.1. be accurate (where it states facts);
12.4.2. be genuinely held (where it states opinions);
12.4.3. comply with the law applicable in England and Wales;
12.4.4. be relevant.
12.5. A User Contribution must not:
12.5.1. be defamatory of any person;
12.5.2. be obscene, offensive, hateful or inflammatory;
12.5.3. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
12.5.4. disclose the name, address, telephone, mobile or fax number, e-mail address or any other personal data in respect of any individual;
12.5.5. infringe any copyright, database right or trade mark of any other person;
12.5.6. breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
12.5.7. be in contempt of court;
12.5.8. be likely to harass, upset, embarrass, alarm or annoy any other person;
12.5.9. impersonate any person, or misrepresent your identity or affiliation with any person;
12.5.10. give the impression that the User Contribution emanates from Knowledge Peers if this is not the case;
12.5.11. advocate, promote, incite any third party to commit, or assist any unlawful or criminal act;
12.5.12. contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.
12.6. Knowledge Peers reserves the right to edit, remove or disable access to any User Contribution which it deems to be, or to be potentially, in breach of any of the content standards set out in clauses 12.4 or 12.5.
13. Term
13.1. The Agreement shall continue until terminated by either party giving not less than three months' written notice to the other.
13.2. Notwithstanding clause 13.1, Knowledge Peers may terminate the Agreement at any time by notice in writing to you having immediate effect:
13.2.1. if you fail to pay any of Knowledge Peers's invoices when due;
13.2.2. if you breach or any of your Users breaches any of the provisions of these Terms of Service and, in the case of a breach capable of remedy, you fail to remedy the breach within 30 days after receipt of a written notice giving particulars of the breach and requiring it to be remedied;
13.2.3. if you give notice to your creditors or any of them that you have suspended or are about to suspend payment or if you shall be unable to pay your debts within the meaning of Section 123 of the Insolvency Act 1986, or if an order shall be made or resolution passed for your winding up (otherwise than for the purpose of and followed by a reconstruction or amalgamation) or if an administration order shall be made in respect of you or if you become insolvent or make any assignment for the benefit of creditors or have a receiver appointed of all or any part of your assets or take or suffer any similar action in consequence of debt.
13.3. On termination of the Agreement for any reason:
13.3.1. the licence to use the Service and the Service Materials granted under the Agreement shall immediately terminate;
13.3.2. you will delete any Service Materials from your electronic media, including your intranet and electronic storage devices;
13.3.3. Knowledge Peers may disable access to your account and you will no longer be able to access the Service.
13.4. Termination shall not affect or prejudice the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.
14. Assignment
14.1. You shall not assign or delegate or otherwise deal with all or any of your rights and obligations under the Agreement without Knowledge Peers's prior written consent
14.2. Knowledge Peers shall have the right to assign all or any of its rights and obligations under these Terms of Service and in the event of such assignment shall give notice of it to you.
14.3. Knowledge Peers may sub-contract the performance of any of its obligations under these Terms of Service to any third party, but such sub-contracting shall not relieve Knowledge Peers of any liability under these Terms of Service.
15. Force Majeure
15.1. Notwithstanding anything contained in these Terms of Service if total or partial performance hereof is delayed or rendered impossible for Knowledge Peers by virtue of any reason whatsoever beyond its reasonable control (including but not limited to decision of any court or other judicial body of competent jurisdiction, unavailability of equipment, power or other commodity, failure or non-availability of Internet or telecommunications facilities, acts of government or other prevailing authorities or defaults of third parties) then such non-performance will not be deemed to constitute a breach by Knowledge Peers of these Terms of Service and Knowledge Peers shall not be liable for any loss or damage which you may suffer as a result.
16. Notices
16.1. Any notice to be given under these Terms of Service may be delivered or be sent by prepaid registered post sent first class addressed to the registered office or principal place of business for the time being of the party to be served or may be transmitted by fax to the fax number for the party to be served last known to the party giving the notice. Notice served by post shall be deemed served on the second business day after the date of posting. Notice served by fax shall be deemed served on the next business day after the date of transmission. For this purpose, "business day" means any day other than a Saturday, Sunday or a day which is a public holiday in the place both of despatch and of address of the notice. This clause shall not preclude the giving of notice by other methods of communication.
17. General
17.1. Save as expressly provided in the Terms of Service, these Terms of Service together with Knowledge Peers' general Terms of Website Use constitute the whole agreement and understanding between you and Knowledge Peers relating to the Service.
17.2. You acknowledge and agree that, in entering into the Agreement, you do not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) other than as expressly set out in these Terms of Service.
17.3. The failure of Knowledge Peers to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
17.4. If for any reason any provision of these Terms of Service, or any portion thereof, is found to be unenforceable, the remaining provisions of these Terms of Service shall continue to be valid to the fullest extent permitted by law.
17.5. Save as provided in clause 9.4, the Agreement is not intended to benefit anyone other than the parties to it and, in particular, none of the terms of the Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
17.6. These Terms of Service shall be governed by and construed in accordance with English Law and the parties hereby submit to the exclusive jurisdiction of the English Courts although Knowledge Peers retains the right to bring proceedings against you for breach of the Agreement in your country of residence or any other relevant country.
| 
