1. ABOUT L&P & WHAT THESE TERMS COVER
1.1 [London & Partners Limited] (L&P) is a company registered in England and Wales with company number 07493460 whose registered office address is at 169 Union Street, London, England, SE1 0LL. L&P operates the Network.
1.2 These terms and conditions (Terms) apply to your use of the Network available at [https://www.londonleadersnetwork.london/london-leaders-network/] (the Network) and the provision of the Benefits and Services to you.
1.3 If you do not accept these Terms then you should not use the Network and/or the Benefits and Services.
1.4 If you use the Network and/or the Benefits and Services but do not follow these Terms, we may cancel your account and/or Membership.
2. MEMBER REGISTRATION & BASIS OF CONTRACT
2.1 You can register for an account on the Network for free using the link and onscreen prompts provided in the invitation to the Network you have received from L&P.
2.2 L&P will promptly approve or decline any account registrations submitted. If your account registration is approved, you will be invited by email to join the Network as a member (Membership) and select the Membership Tier you wish to purchase. You will then be asked through onscreen prompts to submit payment for your Membership through our third-party payment provider currently, Stripe Payments Europe Limited (Stripe).
2.3 L&P’s application process allows you to check and amend any errors before submitting your Membership application. Please check your application carefully before submitting it. You acknowledge you are responsible for ensuring your application is complete and accurate.
2.4 L&P’s acceptance of the Membership application takes place when it sends an email to you confirming your Membership. At this point a contract between you and L&P shall come into existence for provision of the Network and the Benefits and Services by L&P to you in accordance with these Terms (the Agreement). The date on which the Agreement comes into existence is the Effective Date.
2.5 L&P reserves the right to refuse any application for Membership for any reason. If L&P refuses an application it will inform you of this by email and will refund you the full amount of the Membership Fee.
3. L&P OBLIGATIONS
3.1 L&P shall provide the applicable Benefits and Services during the Membership Term in accordance with these Terms.
3.2 L&P shall use a reasonable level of care, skill and diligence when providing the applicable Benefits and Services, in accordance with Good Industry Practice. Any dates for the performance of any Benefits and Services are estimates only.
3.3 L&P confirms that it has all the rights in relation to the Benefits and Services that are necessary to grant all the rights it purports to grant under, and in accordance with these Terms.
3.4 L&P shall obtain and maintain all necessary licences, permissions and consents which may be required for the provision of the Benefits and Services before the date on which the relevant Benefits and Services are to start.
3.5 If you have opted to receive information from L&P regarding events and/or services which are outside of the Benefits and Services, then L&P may contact you regarding such events and/or services by email from time to time. Please note that these events or services may require additional payment to attend or procure.
3.6 These Terms are non-exclusive and shall not prevent L&P from entering into similar agreements with third parties.
3.7 L&P shall be entitled to use your name and to cite you as a member of the Network in the promotion and/or marketing of the Network and other services similar to the Benefits and Services.
3.8 L&P shall use reasonable endeavours to respond to any complaint or query received in relation to the Network promptly and within five Business Days. This response may be an acknowledgement that L&P have received a complaint whilst further investigations are carried out. Please contact the L&P membership team at [email protected] with any comments, queries, complaints or questions relating to your Membership.
3.9 L&P reserves the right, at its sole discretion, to change or update any of the Benefits and Services as it may decide, provided that the overall value of the Benefits and Service is not substantially reduced. L&P will use reasonable endeavours to notify you of any significant changes and/or any changes that require an action from you as soon as practicable.
4. YOUR OBLIGATIONS
You shall co-operate with L&P in all matters relating to the Benefits and Services.
5. MEMBER PORTAL TERMS OF USE
5.1 L&P does not guarantee that the Member Portal will always be available or be uninterrupted. L&P may suspend or restrict of availability of all or any part of the Member Portal for business or operational reasons.
5.2 You undertake that you shall keep a secure password for your use of the Member Portal and that you shall keep your password confidential.
5.3 You can add personal data to your profile on the Member Portal (e.g. your contact phone number or email address) or share such personal data with other members, in order to communicate with other members of the Network. If you provide your personal data in this way you are consenting to other members of the Network being able to use your personal data to communicate with you.
5.4 You undertake that you shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Benefits and Services that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; or (iii) otherwise is illegal or causes damage or injury to any person or property. You undertake to comply at all times with the community guidelines which we publish on the Member Portal and which outline the expected behaviours we would like each member of the Network to comply with. L&P reserves the right, without liability or prejudice to its other rights to you, to suspend your membership of the Network and/or your access to the Member Portal and to any other Benefits and Services for any breaches of the provisions of this clause.
5.5 You shall not, except as may be allowed by any Applicable Law which is incapable of exclusion by agreement between the parties, and except to the extent expressly permitted under these Terms: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Member Portal in any form or media or by any means; (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Member Portal; (iii) access all or any part of the Member Portal in order to build a product or service which competes with the Member Portal, the Network and/or the Benefits and Services; (iv) use the Benefits and Services to provide services to third parties; (v) without the prior written approval of L&P, license, sell, or otherwise commercially exploit, or otherwise make the Member Portal and/or the Benefits and Services available to any third party, (vi) attempt to obtain, or assist third parties in obtaining, access to the Member Portal, other than as provided under this clause 5.5; or (vii) introduce or permit the introduction of, any Virus into L&P’s network and information systems.
5.6 You are responsible for configuring your information technology, computer programs and platform to access the Member Portal. You should use your own virus protection software. L&P does not guarantee that the Member Portal will be secure or free from bugs or Viruses.
5.7 You must not: (i) misuse the Member Portal by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful; (ii) attempt to gain unauthorised access to the Member Portal, the server on which the Member Portal is stored or any server, computer or database connected to the Member Portal; or (iii) attack the Member Portal via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence and L&P will report any such breach to the relevant law enforcement authorities and L&P will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, any right to use the Member Portal will cease immediately.
5.8 You shall not link from any website to the Member Portal without the prior written consent of L&P.
5.9 L&P shall use reasonable efforts to update the information on the Member Portal, however L&P makes no representations, warranties or guarantees, whether express or implied, that the content on the Member Portal is accurate, complete or up to date.
5.10 L&P is not responsible for websites it links to and it has no control over the contents of those sites or resources. Where the Member Portal contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them and it is your responsibility to review any terms and conditions for any linked websites.
6. PAYMENT OF FEES
6.1 In consideration for the provision of the applicable Benefits and Services you shall pay the Membership Fee.
6.2 The Membership Fee is first paid when you make your application for Membership and is payable thereafter on each anniversary of the Effective Date (using the same payment details as you provided when you joined unless you provide our third-party payment provider with updated details).
6.3 You can also opt to upgrade your Membership Tier at any point by contacting L&P. If you choose to do this, you will be charged the relevant Membership Fee for your new Membership Tier for the 12 months following the date of your upgrade less the pro-rated amount of your Membership Fee remaining for your current Membership Tier. You will then be charged for the applicable Membership Fee annually thereafter on the anniversary of the upgrade to your Membership Tier. All such charges will be made using the same payment details as you provided when you joined unless you provide our third-party payment provider with updated details.
6.4 Payment processing of the Membership Fee is made automatically via our payment service provider using the banking details you provide through the applicable platform.
6.5 If you fail to make a payment due to L&P under this Agreement due to your designated payment card being refused by Stripe (e.g. if it has expired or if payment fails for another reason) then L&P shall contact you to update your payment details and you shall be required to make such payment immediately.
6.6 L&P reserves the right at its sole discretion to suspend your membership of the Network and your access to the Member Portal and to any other Benefits and Services until any overdue Membership Fee sums are paid.
6.7 All amounts and fees stated or referred to in these Terms are exclusive of VAT or any equivalent sales tax and non-cancellable and non-refundable.
6.8 L&P shall be entitled to increase the Membership Fee at the start of each Renewal Term or Upgrade Renewal Term by giving no less than 60 days’ prior written notice to you.
6.9 You can choose to downgrade your Membership Tier by giving L&P written notice via the Member Portal no less than 30 days’ prior to the commencement of the Renewal Term or Upgrade Renewal Term (as applicable). Please note that it is not possible to downgrade your Membership to a lower Membership Tier part way during a year of your Membership.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 You acknowledge and agree that L&P and its licensors own all Intellectual Property Rights in the Benefits and Services.
7.2 Provided that you have paid the Membership Fees and are in compliance with these Terms, L&P grants you a global, revocable, non-exclusive, non-sub-licensable and non-transferable licence for the Membership Term to use the L&P Branding in accordance with the Brand Guidelines, solely to the extent required to promote that you are a member of the Network.
7.3 On termination of this Agreement the licence granted under clause 7.2 shall expire and you shall immediately stop all use of the L&P Branding and remove the same from your documentation, publicity materials and all other signage.
7.4 You grant L&P a global, royalty-free, perpetual, non-exclusive, transferable, sub-licensable licence to use any Member Materials provided by you to L&P through your use of the Network, for L&P’s business purposes in connection with the Network.
7.5 You warrant that the receipt, use and onward supply of any Member Materials made available to L&P and/or the Network by you shall not infringe the rights, including any Intellectual Property Rights, of any third party.
7.6 You shall not use the phrases “L&P”, “London & Partners” “London Leaders Network”, “Leaders Network” and/or “LLN” or any words or phrases similar to the foregoing as part of any organisation name, domain name, or email address without the prior written consent of L&P.
7.7 You shall not apply for, or obtain, registration of the phrases “L&P”, “London & Partners” “London Leaders Network”, “Leaders Network” and/or “LLN” or any other L&P Branding for any goods or services in any country.
7.8 Any goodwill derived from your use of the L&P Branding shall accrue to L&P.
7.9 You shall not do, or omit to do, or permit to be done, any act that will or may weaken, damage or be detrimental to the L&P Branding, the reputation or goodwill associated with the L&P Branding, L&P and/or the Network (including any of its other members), or that may invalidate or jeopardise any registration of the L&P Branding.
7.10 You shall immediately notify L&P in writing if any of the following matters come to your attention: (i) any actual, suspected or threatened infringement of the L&P Branding ; (ii) any actual or threatened claim that the L&P Branding is invalid; (iii) any actual or threatened opposition to the L&P Branding; (iv) any claim made or threatened that use of the L&P Branding infringes the rights of any third party; (v) any person applies for, or is granted, a registered trade mark by reason of which that person may be, or has been, granted rights which conflict with any of the rights granted to you under these Terms; or (vi) any other form of attack, charge or claim to which the L&P Branding may be subject.
7.11 In respect of the matters listed in clause 7.10: (i) L&P shall, in its absolute discretion, decide what action if any to take; (ii) L&P shall have exclusive control over, and conduct of, all claims and proceedings; (iii) you shall not make any admissions other than to L&P and shall provide L&P with all reasonable assistance in the conduct of any claims or proceedings; and (iv) L&P shall bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action for its own account.
7.12 The provisions of section 30 of the Trade Marks Act 1994 (or equivalent legislation in any jurisdiction) are expressly excluded.
8. USAGE OF PERSONAL INFORMATION
8.1 Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This clause 8 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Applicable Data Protection Laws.
8.2 L&P shall process personal data to provide the Benefits and Services and the Member Portal in accordance with its privacy policy available at https://www.londonandpartners.com/about-us/privacy or such other website address as may be notified to you from time to time. L&P reserves the right to amend its privacy policy from time to time, at its sole discretion.
9. COMPLIANCE
Each party shall comply with all Applicable Laws and shall not engage in any activity, practice or conduct in breach of any anti-bribery and/or anti-corruption laws including, but not limited to, the UK Bribery Act 2010. Each party shall cooperate and assist upon request by the other party with any and all dealing with any relevant regulatory authority and shall otherwise cooperate with any regulatory authority.
10. CONFIDENTIALITY
10.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customer, clients or suppliers or the other party (Confidential Information), except as permitted by clause 10.2.
10.2 Each party may disclose the other party’s Confidential Information (where applicable): (i) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s Confidential Information comply with this clause 10; and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.3 No party shall use any other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
11. LIMITATION OF LIABILITY
11.1 Nothing in these Terms shall limit or exclude either party’s liability for: (a) death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors; (b) fraud or fraudulent misrepresentation; (c) any fees due under these Terms; (d) any indemnity given under these Terms; or (e) any liability which cannot be legally limited or excluded by Applicable Law.
11.2 Subject to clause 11.1, neither party shall have any liability to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: (i) loss of profit; (ii) loss of goodwill; (iii) loss of business; (iv) loss of business opportunity; (v) loss of anticipated saving; (vi) loss of use or corruption of software, data or information; or (vii) special, indirect or consequential damage or loss arising under or in connection with these Terms.
11.3 Subject to clauses 11.1 and 11.2, L&P’s total liability to you whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms shall be limited to £5,000.
11.4 You shall indemnify L&P on demand against all liabilities, costs, expenses, damages and losses suffered or incurred by L&P arising out of or in connection with any alleged or actual infringement of any third party’s Intellectual Property Rights or other rights in relation to the receipt, supply or use of the Member Materials by L&P.
11.5 Except as expressly stated in these Terms, L&P does not give any representations, warranties or undertakings in relation to the Benefits and Services, the Network and/or the Member Portal and does not guarantee any particular outcome or result. L&P accepts no responsibility for the acts or omissions of Stripe, or any successor third-party payment provider, in relation to PCI compliance or otherwise. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, by common law or otherwise is, to the fullest extent permitted by law, excluded from these Terms.
12. TERM AND TERMINATION
12.1 This Agreement shall, unless otherwise terminated in accordance with the provisions of these Terms, commence on the Effective Date and shall continue for 12 months (the Initial Membership Term) and, subject to clause 12.2 or clause 12.3, this Agreement shall thereafter automatically renew for successive periods of 12 months (each a Renewal Term).
12.2 If you choose to upgrade your Membership Tier under clause 6.3, this Agreement shall automatically renew for 12 months (an Upgrade Term) from the date that your Membership Tier is upgraded. Subject to clause 12.3, this Agreement shall thereafter automatically renew for successive periods of 12 months (each an Upgrade Renewal Term).
12.3 This Agreement shall renew for the Renewal Term or the Upgrade Renewal Term (as applicable) unless either party notifies the other party in writing that it wishes to terminate this Agreement, at least 30 days before the end of the Initial Membership Term, Upgrade Term, Renewal Term or Renewal Upgrade Term (as applicable), in which case this Agreement shall terminate upon the expiry of the applicable Initial Membership Term, Upgrade Term, Renewal Term or Renewal Upgrade Term.
12.4 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if: (i) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; (ii) the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or (iii) the other party suffers an Insolvency Event.
12.5 On termination of this Agreement for any reason: (i) all licences granted under these Terms shall immediately terminate and you shall immediately cease all use of the Benefits and Services and the L&P Branding; (ii) each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party; (iii) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced; and (iv) clauses which expressly or by implication survive termination shall continue in full force and effect.
13. FORCE MAJEURE
Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under it, excluding any obligation to pay sums due under these Terms, if such delay or failure results from an event, circumstance or cause beyond its reasonable control. If the period of delay or non-performance affecting a party continues for more than 4 weeks, the other party may terminate this Agreement by giving 7 days' written notice to the affected party.
14. NOTICES
Any notice given to a party under or in connection with this Agreement shall be in writing and shall be sent to the respective party either by prepaid first class post or recorded delivery to: (i) in L&P’s case, its registered office address; or (ii) in your case, the address specified as part of your application for Membership; or by email to (as applicable) either [email protected] or the email address you used to register your Membership. All postal notices shall be deemed to have been duly received however delivered at 10.00 am on the second day after posting or delivery. All email notices shall be deemed to have been duly received on transmission. This clause does not apply to the service of any proceedings or other documents in any legal action, or other method of dispute resolution.
15. GENERAL
15.1 Assignment - (i) You shall not, without the prior written consent of L&P, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Agreement. (ii) L&P may at any time assign, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
15.2 Variation and Waiver - No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives). No delay or omission by L&P in exercising any of its rights or remedies under these Terms or under any other Applicable Law on any occasion shall be deemed a waiver of such rights or remedies.
15.3 Severance – If any provision of these Terms is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of these Terms shall continue in full force and effect.
15.4 Entire Agreement – (i) These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. (ii) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
15.5 No Partnership – Nothing in these Terms is intended to, or shall be deemed to, establish any legal partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
15.6 Third Party Rights - These Terms does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms.
15.7 Governing Law and Jurisdiction – This Agreement shall be governed, interpreted and construed solely in accordance with English Law and shall be subject to the exclusive jurisdiction of the Courts of England and Wales.
16. INTERPRETATION
The following definitions and rules of interpretation apply to these Terms.
16.1 Definitions:
“Applicable Data Protection Laws” means: (a) to the extent UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; or (b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which either party is subject, which relates to the protection of personal data.
“Applicable Laws” means all applicable laws, statutes, regulations from time to time in force in the territory where the Benefits and Services are being performed or received.
“Benefits and Services” means the benefits and services comprised in the Membership Tier you have selected on the Network application page.
“Brand Guidelines” means the guidelines for usage of the L&P Branding as set out at https://www.business.london/info/copyright, as may be updated by L&P from time to time.
“Business Day” means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
“EU GDPR” means the General Data Protection Regulation ((EU) 2016/679).
“Good Industry Practice” means the degree of skill, diligence, prudence, foresight and care which would reasonably be expected from a skilled, experienced and properly resourced person providing services similar to the Benefits and Services in similar circumstances.
“Insolvency Event” means in relation to either party, that party or its parent company (where applicable): (a) is unable to pay its debts or becomes insolvent or bankrupt; (b) is the subject of an order made or a resolution passed for its administration, winding-up or dissolution; (c) is subject to any proceedings for the appointment of an administrative or other receiver, manager, trustee, liquidator, administrator, or similar officer over all or any substantial part of its assets; (d) proposes or enters into any composition or arrangement with its creditors generally (except for the purposes of a bona fide solvent amalgamation, reconstruction or re-organisation (provided this does not materially reduce the assets of that party)); (e) that its financial position deteriorates so far as to reasonably justify the opinion that its ability to perform its obligations under these Terms is in jeopardy; (f) that it applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986 or (g) is subject to an analogous event to any of the foregoing in any jurisdiction.
“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“L&P Branding” means the L&P logo and the London Leaders Network logo as set out in the Brand Guidelines, and the phrases: “L&P”, “London & Partners” “London Leaders Network”, “Leaders Network” and “LLN”.
“Member Materials” means all documents, information, items and materials in any form (whether owned by you or a third party) which are provided by you to L&P and/or the Network in connection with the Benefits and Services.
“Member Portal” means the member’s area of the Network as located at https://www.londonleadersnetwork.london/london-leaders-network/.
“Membership Fee” means the amount payable for your annual membership to the Network, as specified in your application.
“Membership Term” means the Initial Membership Term and any applicable Upgrade Term, Renewal Term and/or Upgrade Renewal Term.
“Membership Tier” means the tiers of Network membership available as set out at https://www.londonleadersnetwork.london/acess.
“Viruses” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
16.2 A reference to writing or written includes email but not fax.
16.3 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.