Commercial terms and conditions
1. Fees and Payments
1.1. Fees for our Product.
You agree to pay us any fees for each Product you purchase or use in accordance with the pricing and payment terms presented to you for that Product. We use third party payment processors (Stripe and PayPal) to bill you through a payment account. The processing of payments will be subject to the terms, conditions and privacy policies of the applicable payment processor, in addition to this Agreement. Fees paid by you are non-refundable, except as provided in these Terms or when required by law. Unless otherwise indicated, all fees and other charges are in GBP, and all payments shall be in GBP currency.
Our Product is billed on a subscription basis (“Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription. Payment will be charged to your chosen payment method at confirmation of purchase and at the start of every new billing cycle. Your Subscription will automatically renew at the end of each billing cycle unless you cancel your account through your online account management page or by contacting us at [email protected] prior to the end of the billing cycle. You may cancel auto-renewal on your Subscription at any time, in which case your Subscription will continue until the end of that billing cycle before terminating. You may cancel auto-renewal on your Subscription immediately after the Subscription starts if you do not want it to renew.
We may change the price for Subscriptions from time to time and will communicate any price changes to You in advance and, if applicable, how to accept those changes. Price changes for Subscriptions will take effect at the start of the next subscription period following the date of the price change. You accept the new price by continuing to use Your Subscription after the price change takes effect. If You do not agree with the price changes, You have the right to reject the change by cancelling Your Subscription before the price change goes into effect.
We, through our third-party providers (Stripe and PayPal) will keep your detailed payment information, such as non-sensitive credit card partial numbers and expiration date, on file. We do not access this information, except through provided programmatic methods by the provider(s). You are responsible for keeping your payment details up-to-date by changing the details in your account settings. When your details change or are due to expire, we may obtain or receive from your payment provider updated payment details, including your card number, expiration date, and CVV (or equivalent). This enables us to provide you access to the Product. You authorise us to continue to charge your credit card using the updated information. If a payment is not successfully authorised due to expiration, insufficient funds, or otherwise, we may suspend or terminate your subscription until applicable changes have occurred. You also agree that we may charge you via your payment method on file if you elect to restart your subscription.
For any upgrade or downgrade in plan level, your credit, debit, or other payment card will automatically be charged the new rate on your next billing cycle. You will be billed immediately for the prorated difference for the current billing cycle for any upgrade to any higher priced plan during that billing cycle. If a plan downgrade causes a credit to your account, this credit will be used toward your next billing cycle(s). This credit will not be refunded.
1.3. Taxes. Our prices listed do not include any taxes, levies, duties or similar governmental assessments of any nature such as value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”) unless otherwise indicated. You are responsible for paying Taxes associated with your purchase and keeping your billing information up to date.
1.4. Price Changes. We may change the fees charged to you for the Services at any time, provided that, for Product billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. We will provide you with advance notice of any change in fees and you will have the opportunity to cancel your Subscription as set forth in Section 1.2.
1.5 Refund Policy. Your satisfaction with our Product or Service is important to us. Yet, because of the extensive time, effort, preparation and care that goes into creating and/or providing our Products and Services, you acknowledge that we do not offer refunds from the purchase date for any portion of your payment for any of our Products, and Services.
By using and/or purchasing any of our Products and Services, you understand and agree that all sales are final and no refunds will be provided for any reason.
2. Suspension and Termination of Services
2.1. By You. You can terminate your Subscription and delete your account at any time through your account management page. Such termination and deletion will result in the deactivation or disablement of your account and access to it, and the deletion of content you collected through use of the Product. Terminations are confirmed immediately and you will not be charged again for that Subscription unless you purchase a new one. If you terminate a Subscription in the middle of a billing cycle, you will not receive a refund unless you are terminating for any of the following reasons: (a) we have materially breached these Terms and failed to cure that breach within 30 days after you have so notified us in writing; (b) a refund is required by law; or (c) we, in our sole discretion, determine a refund is appropriate. For clarity, we will not grant a refund where you have used our Product, unless the termination is due to our material, uncured breach or a refund is required by law.
2.2. By Us. We may terminate your Subscription for any reason at the end of a billing cycle by providing at least 30 days’ prior written notice to you and you will not be charged for the next billing cycle. We may terminate your Subscription for any reason by providing at least 90 days’ written notice to you and will provide a pro rata refund for any period of time you did not use in that billing cycle. We may immediately suspend performance or terminate your Subscription for any of the following reasons: (a) you have materially breached these Terms, in our sole discretion, and failed to cure that breach within 30 days after we have notified you in writing of such breach; or (b) you cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
3. Changes and Updates
3.1. Changes to Terms. You acknowledge and agree that we may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Product, and to account for new Products or functionality. If an amendment is material, as determined by us, we may notify you by email and/or posting it to our website or upon your login to your account. Changes will be effective no sooner than the day they are publicly posted, and apply to all access to and use of the Product thereafter. However, any changes to the dispute resolution provisions will not apply to any disputes for which the parties have actual notice before the date the change is posted. If you do not want to agree to any changes made to the Terms, you should stop using the Product, because by continuing to use the Product you indicate your agreement to be bound by the updated terms.
3.2. Changes to the Product and Services. We are continually changing and improving our Product. We may add, alter, or remove functionality from a Service it provides to you at any time without prior notice.
4. Disclaimers and Limitations of Liability
While we strives to provide you with a great experience when using the Product, there are certain things we do not promise about our Product. We try to keep our Product up, but they may be unavailable from time to time for various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCT AND ANY INFORMATION, GUIDANCE, OR RECOMMENDATIONS THEREIN ARE PROVIDED “AS IS” AND WE DO NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE PRODUCT.
4.2. Exclusion of Certain Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE, OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE PRODUCT AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
4.3. Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH OF OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE PRODUCT AND THESE TERMS WILL NOT EXCEED THE AMOUNT YOU PAID TO US FOR USE OF THE PRODUCT AT ISSUE DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
4.4. Consumers. We acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer, nothing in these Terms limits any of those consumer rights.
5.1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, the Consultancy agrees to indemnify and hold harmless the Client, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
6. Resolving Disputes; Arbitration Agreement; Governing Law.
6.1. Resolving Disputes. If you have a concern, we want to first try to address it without needing a formal legal case. Before filing a claim against us, you agree to try to resolve the dispute informally by contacting [email protected]. We’ll try to resolve the dispute informally. If a dispute is not resolved within 15 days of submission, you or us may start a formal proceeding.
6.2. Judicial Forum for Disputes. You and us agree that this contract will be governed by and construed in accordance with the laws of the England and Wales and shall be subject to the non-exclusive jurisdiction of the High Court in London.
7. Other Terms
7.1. Assignment. You may not assign these Terms or your rights to use our Product without our prior written consent, which may be withheld in our sole discretion. We may assign these Terms at any time without notice to you.
7.2. Entire Agreement. These Terms, and any other policy located on our website constitute the entire agreement between you and us, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter.
7.3. Independent Contractors. The relationship between you and us is that of independent contractors, and not legal partners, employees, or agents of each other.
7.4. Interpretation. The use of the terms “includes”, “including”, “such as”, and similar terms, will be deemed not to limit what else might be included.
7.5. No Waiver. A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.
7.6. Severability. If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect.
7.7. Third Party Beneficiaries. There are no third party beneficiaries to these Terms.
Last Edited on 4 March 2022
If you have any questions, concerns or complaints about these TERMS AND CONDITIONS, please contact us:
- By email: [email protected]
- By phone: +44 20 8144 4504
- By mail: Value Associates Limited13 Monmouth Road, W2 4UT London, United Kingdom