- These terms and conditions (T&Cs) are entered into between (i) the legal entity set out in the Membership Details (defined below) and (ii) SW Media Enterprises Ltd a company registered in England and Wales under number 7405879 whose registered office is at 5 Harley Place, London, London, WC1. References to ‘we’, ‘us’ or ‘our’ relate to SW Media Enterprises Ltd. References to ‘you’ and ‘your’ relate to the person set out in the membership details provided by you, which includes any financial details provided to us (“Membership Details”).
- By entering into this relationship you are confirming that this is a ‘business’ relationship and that you are using the Website as a person in business.
- The New School of Business is a website (“Website”) that provides access to information, downloads and webinars. This Agreement relates to the granting of membership access (the “Membership”) to the Website in addition to four limited ad hoc meet-ups (“Meet-ups”) per year (together the “Membership”) upon the terms and conditions set out in herein..
2. Term & Termination
- You are deemed to have accepted this Agreement on the date you tick the box agreeing to this Agreement (“Commencement Date”), whether or not you have made a payment in whole or in part, and (unless terminated within the Cancellation Period in accordance with clause 4 below) will continue for no less than 12 months from the Commencement Date (“Membership Term”).
- Following the Membership Term, this Agreement will continue in full force unless and until terminated by you providing one month prior written notice to us at email@example.com.
- We can terminate this Agreement, including access to the Website immediately if you:
- commit a material breach of your obligations under this Agreement; or
- fail to make pay any amount due under the Contract on the due date for payment; or
- are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
- enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
- convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
- The fee for the Membership is as advertised on the Website the Commencement Date (or as otherwise agreed between the parties).
- Unless you pay for the full Membership in advance, You will automatically charged on a monthly basis through the payment method set out in your Membership Details.
- If we do not receive a payment on any date on which it is due we may immediately suspend your Membership (including access to the Website or attendance at any Meet-ups) until payment is received.
- Time for payment shall be of the essence.
- Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 10% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
- All payments due under this Agreement must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
- Receipts for payment will be issued by us only at your request.
- All payments must be made in British Pounds unless otherwise agreed in writing between us.
4. Refunds and cancellation
4.1 In the event that you have not downloaded any documents from the Website, You may cancel Your Membership by writing to us at [insert email address] no later than 7 days following the date of this Agreement (the “Cancellation Period”).
4.2 If you cancel within the Cancellation Period, we will refund you the total amount you have paid to us.
4.3 If you chose to cancel your Membership outside of the Cancellation Period, then no refund is available.
4.4 For the benefit of all of our clients, we reserve the right to request that you leave the Membership at any time. In such case we do not need to specify a reason.
4.5 Upon cancellation of the Agreement by us, you shall pay any outstanding amounts payable to us in accordance with this Agreement, including any payments due for the Membership up until the termination.
Dates, times and locations
4.6 The dates, times and locations of Meet-ups, are fixed by us and notified to you by email or on the Website. It is your responsibility to register for Meet-ups and no alternative or replacement dates, times or locations for are available.
4.7 Except in relation to clauses 4.1 and 4.2, no refunds will be made or credit provided in whole or in part, including refunds for missed, cancelled, unused or rearranged Membership or Meet-ups.
4.8 If an event occurs outside our reasonable control, which may include, but is not limited to the unavailability of key personnel, the Website being down, or key materials (without which we cannot provide the Website or a Meet-up) we will notify you by email. In such an instance, we will not be liable to you for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond our reasonable control. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under this Agreement.
5. Changes to your payment details
Changes to your payment details must be made in writing to [insert email address] no later than 5 days prior to your scheduled payment date. We will not be responsible for any charges or penalties charged to you by third parties as a result of default of payment.
6. Status and limitation of liability
By entering into this Agreement, you acknowledge and agree that:
- Any information, mentoring or guidance provided by us (or any person representing us) is not intended to be personal or specific to you and is not intended to constitute ‘advice’;
- To the maximum extent permitted by law, any implied terms and warranties are excluded (including those implied by trade, custom, practice or course of dealing);
- You have not relied on any statement, promise or representation made or given by or on our behalf;
- To the maximum extent permitted by law, our aggregate liability arising out of or related to the Membership, any Meet-up or this Agreement, whether in contract, personal injury, damage to belongings or otherwise shall not exceed the amounts actually paid by you under this Agreement during the Membership;
- To the maximum extent permitted by law, we will not be liable to you in any way for:
- any indirect, special, or consequential loss, damage, expense, cost, loss of income, business, data, goodwill or profits, or for any loss or damage that was not reasonably foreseeable by us at the time you entered into this Agreement, including any business interruption, third party claims, changes to the Website or cancellation of any Meet-up;
- any event that we cannot reasonably control and which would have been unavoidable (despite reasonable commercial efforts to prevent the event happening) or resulting from us complying with any relevant requirement under any law or regulation to which we are subject
- except for actions for breach of intellectual property rights (clause 7) or confidential information and privacy (clause 8) or the indemnity (clause 6.9) no action (regardless of form) arising out of this Agreement may be commenced by either party more than one year after the cause of action accrued; and
- Nothing in this Agreement shall be taken to exclude any liability of either party for death or personal injury caused by its negligence or any fraudulent misrepresentation.
- We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under this Agreement or the quotation for:
- You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
- Nothing in this Agreement shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
7. Intellectual property rights
You acknowledge and agree that:
- all material relating to us, including “New School or Business”, “SW Media Limited” or “Shaa Wasmund”, whether presented before, during or after your Membership commences are part of our “intellectual property rights”, which includes registered and unregistered rights in any copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, get-up, database rights, and all similar rights; and
- you will not, at any time, do anything that would infringe our intellectual property rights, including recording, reusing, reselling or reproducing in whole or in part any information, documents or online content from the Website, except without our prior consent.
8. Confidential information and privacy
- We may contact you (by mail, email, telephone, SMS or via the internet) in relation to the Membership or other events, products or services in which you may be interested. If you wish to opt-out of such communications, please write to us firstname.lastname@example.org. We will not give your personal data to any other third party without your prior written consent.
- The following clauses shall survive termination of this Agreement: Status & Limitation of Liability (clause 6), intellectual property rights (clause 7) or confidential information and privacy (clause 8), the indemnity (clause 6.9) and General (clause 9)
- The Website will be provided with reasonable skill and care, however, in the event of any query or complaint in connection with the Membership, please email us at email@example.com.
- This Agreement is not enforceable by any third party (whether under statute or otherwise).
- Any notices under this Agreement will be provided to you via the email address you provide in your Membership Details.
- Severability. If any of the provisions in this Agreement shall be held to be illegal or unenforceable in whole or in part under any enactment or rule or law, the provision in question shall, to that extent, be deemed not to form part of this Agreement or shall apply with such deletions as may be necessary to make it legal and enforceable and the enforceability of the remainder of this Agreement shall not be affected.
- Assignment. This Agreement and the benefit of the rights granted to you by this Agreement shall be personal to you and you will not subcontract, novate or assign the Membership or rights herein to another party without the prior written consent of the Company.
- Waiver. The failure of a party to exercise or enforce any right under this Agreement shall not be deemed to be a waiver of that right, nor operate to bar the exercise or enforcement of it at any time or times thereafter.
- This Agreement is the entire agreement between the parties in relation to its subject. No other terms apply.
- Variations to this Agreement will have effect when agreed in writing by the parties. The unenforceability of any part of this Agreement will not affect the enforceability of any other part.
- Unless otherwise agreed, no delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
- If this Agreement conflict with the financial details then this Agreement will take priority.
- This Agreement is governed by the laws of England and Wales and the parties submit to the non-exclusive jurisdiction of the courts of England.