Terms and Conditions
These terms and conditions are the contract between you and PHDSMART LIMITED (“us”, “we”, etc). By visiting or using Our Website, you agree to be bound by them.
They are based on a set written by Net Lawman and released under licence. They protect your rights as well as ours.
I / We are PHDSMART LIMITED, United Kingdom, Number 10966880. Our address is Birmingham, United Kingdom.
You are: Anyone who uses Our Website.
Please read this agreement carefully and save it. If you do not agree with it, you should leave Our Website immediately.
It is now agreed as follows:
In this agreement, the following words shall have the following meanings, unless the context requires otherwise:
|“Content”||means the textual, visual or aural content that is encountered as part of your experience on Our Website. It may include, among other things: text, images, sounds, videos and animations. It includes content Posted by you.|
|“PHDSMART LIMITEDMembership”||means any service we provide, whether through Our Website or otherwise. It includes the membership service we provide as set out on Our Website and in this contract.|
|“Post”||means display, exhibit, publish, distribute, transmit and/or disclose information, Content and/or other material on Our Website, and the phrases “Posted” and “Posting” shall be interpreted accordingly.|
|“Services”||means all of the services available from Our Website, whether free or charged.|
|“Our Website”||means any website or service designed for electronic access by mobile or fixed devices which is owned or operated by us [or any member of the PHDSMART LIMITED group of companies]. It includes all web pages controlled by us.|
2. Our contract
- These terms and conditions regulate the business relationship between you and us. By buying PHDSMART LIMITED Membership or using Our Website free of charge, you agree to be bound by them.
- We do not offer the Services in all countries. We may refuse to provide the Services if you live in a country we do not serve.
- In entering into this contract you have not relied on any representation or information from any source except the definition and explanation of the Services given on Our Website.
- Subject to these terms and conditions, we agree to provide to you some or all of the Services described on Our Website at the prices we charge from time to time.
- Our contract with you and licence to you last for one year from the date of start / payment. Any continuation by us or by you after the expiry of one year is a new contract under the terms then posted on Our Website. Your continued use of our Services after that shall be deemed acceptance by you of the changed Service, system and/or terms.
- The contract between us comes into existence when we receive payment from you for a Service.
- The contract between us comes into existence only when we write to you to confirm that we agree to provide to you the Service you want. Your payment does not create a contract. If we decline to provide a Service we shall immediately return your money to your credit card.
- If we give you free access to a Service or feature on Our Website which is normally a charged feature, and that Service or feature is usually subject to additional contractual terms, you now agree that you will abide by those terms.
- We may change this agreement in any way at any time. The version applicable to your contract is the version which was posted on Our Website at the time that the contract was made.
3. Your account and personal information
- When you visit Our Website, you accept responsibility for any action done by any person in your name or under your account or password. You should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner.
- You agree that you have provided accurate, up to date, and complete information about yourself. We are not responsible for any error made as a result of such information being inaccurate.
- You agree to notify us of any changes in your information immediately it occurs. If you do not do so, we have right to terminate your account / membership or may ban from future registration.
- Purchase of PHDSMART LIMITED Membership entitles you to details of membership Services, access and so on.
- Details of the cost and benefits of PHDSMART LIMITED Membership are as set out on Our Website from time to time.
- Payment for a PHDSMART LIMITED Membership is for one year / a fixed period of time. At least four weeks before expiry of that period we shall send you a message to your last known email address to tell you that your membership is shortly to expire and inviting you to renew. An invoice for a new period of PHDSMART LIMITED Membership will be included.
- At any time before expiry of your PHDSMART LIMITED Membership, you may use the “Member’s Area” tab on Our Website to access your personal information and change your renewal membership status or cancel renewal.
- At expiry of your PHDSMART LIMITED Membership we shall automatically take payment from your PayPal Account of the sum specified on the invoice sent earlier and shall confirm the renewal of your PHDSMART LIMITED Membership for a further period.
- Alternatively, at expiry of your PHDSMART LIMITED Membership you can transfer the specified per annum fee direct to our account, mentioned in your Member’s Area in Subscription Tab. This method of payment can only be used if you do not already have PayPal Account (for member’s security reasons, we prefer you to use PayPal account for your subscription fee). Your account will only be renewed once the amount is transferred before expiry of the membership.
- Termination of this agreement by you or us at any time for any reason will not entitle you to a refund of monies paid.
- You may not transfer your PHDSMART LIMITED Membership to any other person.
- We reserve the right to modify the PHDSMART LIMITED Membership rules or system and to change the terms and conditions of this agreement at any time, without notice. Your continued use of the PHDSMART LIMITED Membership after such modifications shall be deemed an acceptance by you to be bound by the terms of the modified agreement. The terms that apply to you are those posted here on Our Website on the day you join as a member.
- The price payable for Services that you order is clearly set out on Our Website.
- The price charged for any Service may differ from one country to another. You may not be entitled to the lowest price unless you reside in the qualifying country.
- Prices are inclusive of any applicable value added tax or other sales tax.
- Bank charges by the receiving bank on payments to us will be borne by us. All other charges relating to payment in a currency other than pounds Sterling will be borne by you.
- Any details given by us in relation to exchange rates are approximate only and may vary from time to time.
- You will pay all sums due to us under this agreement by the means specified without any set-off, deduction or counterclaim.
- All monies paid by you to us are non-refundable and cancellation and/or termination of this agreement by you or us at any time for any reason will not entitle you to a refund of monies paid.
- If, by mistake, we have under-priced a Service, we will not be liable to supply that Service to you at the stated price, provided that we notify you before we provide it to you.
6. Restrictions on what you may Post to Our Website
- We may, at our discretion, read, assess, review or moderate any Content Posted on Our Website. If we do, we need not notify you or give you a reason.
- You agree that you will not use or allow anyone else to use Our Website to Post a Content which is or may:
- be malicious or defamatory;
- consist in commercial audio, video or music files;
- be obscene, offensive, threatening or violent;
- be sexually explicit or pornographic;
- be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person;
- give the impression that it emanates from us or that you are connected with us or that we have endorsed you or your business;
- solicit passwords or personal information from anyone;
- be used to sell any goods or services or for any other commercial use;
- include anything other than words (i.e. you will not include any symbols or photographs) except for a photograph of yourself in your profile in such place as we designate;
- request personal information from other users nor Post any unnecessary personal information about you or any user without his permission.
- link to any of the material specified above, in this paragraph.
- Post excessive or repeated off-topic messages to any forum or group;
- sending age-inappropriate communications or Content to anyone under the age of 18.
7. Your Posting: restricted content
In connection with the restrictions set out below, we may refuse or edit or remove a Posting which does not comply with these terms.
In addition to the restrictions set out above, a Posting must not contain:
- hyperlinks, other than those specifically authorised by us;
- keywords or words repeated, which are irrelevant to the Content Posted.
- the name, logo or trademark of any organisation other than that of you or your client.
- inaccurate, false, or misleading information.
8. How we handle your Content
- If you Post Content to any public area of Our Website it becomes available in the public domains. We have no control who sees it or what anyone does with it.
- Even if access to your text is behind a user registration it remains effectively in the public domain because someone has only to register and log in, to access it. You should therefore avoid Posting unnecessary confidential information.
- We need the freedom to be able to publicise our Services and your own use of them. You therefore now irrevocably grant us the right and licence to edit, copy, publish, distribute, translate and otherwise use any Content that you place on Our Website, in public domains and in any medium. You represent and warrant that you are authorised to grant all such rights.
- We will use that licence only for commercial purposes of the business of Our Website and will stop using it after a commercially reasonable period of time.
- You agree to waive your right to be identified as the author and your right to object to derogatory treatment of your work as provided in the Copyright, Designs and Patents Act 1988 s80.
- You now irrevocably authorise us to publish feedback, comments and ratings about your activity through Our Website, even though it may be defamatory or critical.
- Posting content of any sort does not change your ownership of the copyright in it. We have no claim over it and we will not protect your rights for you.
- You understand that you are personally responsible for your breach of someone else’s intellectual property rights, defamation, or any law, which may occur as a result of any Content having been Posted by you.
- You accept all risk and responsibility for determining whether any Content is in the public domain and not confidential.
- Please notify us of any security breach or unauthorised use of your account.
- We do not solicit ideas or text for improvement of our Service, but if you do send to us material of any sort, you are deemed to have granted to us a licence to use it in the terms set out at sub paragraph above.
9. Removal of offensive Content
- For the avoidance of doubt, this paragraph is addressed to any person who comes on Our Website for any purpose.
- We are under no obligation to monitor or record the activity of any customer for any purpose, nor do we assume any responsibility to monitor or police Internet-related activities. However, we may do so without notice to you and without giving you a reason.
- If you are offended by any Content, the following procedure applies:
- your claim or complaint must be submitted to us in the form available on Our Website, or contain the same information as that requested in our form. It must be sent to us by post or email;
- we shall remove the offending Content as soon as we are reasonably able;
- after we receive notice of a claim or complaint, we shall investigate so far as we alone decide;
- we may re-instate the Content about which you have complained or not.
- In respect of any complaint made by you or any person on your behalf, whether using our form of complaint or not, you now irrevocably grant to us a licence to publish the complaint and all ensuing correspondence and communication, without limit.
- You now agree that if any complaint is made by you frivolously or vexatiously you will repay us the cost of our investigation including legal fees, if any.
10. Security of Our Website
If you violate Our Website we shall take legal action against you.
You now agree that you will not, and will not allow any other person to:
- modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it;
- link to Our Website in any way that would cause the appearance or presentation of the site to be different from what would be seen by a user who accessed the site by typing the URL into a standard browser;
- download any part of Our Website, without our express written consent;
- collect or use any product listings, descriptions, or prices;
- collect or use any information obtained from or about Our Website or the Content except as intended by this agreement;
- aggregate, copy or duplicate in any manner any of the Content or information available from Our Website, other than as permitted by this agreement or as is reasonably necessary for your use of the Services;
- for any purpose use our name, any proprietary information (including images, text, page layout, or form) of ours or of our affiliates in any way and in particular to entice search robots to some other website;
- share with a third party any login credentials to Our Website;
- despite the above terms, we now grant a licence to you to:
- create a hyperlink to Our Website for the purpose of promoting an interest common to both of us. You can do this without specific permission. This licence is conditional upon your not portraying us or any product or service in a false, misleading, derogatory, or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent.
- you may copy the text of any page for your personal use in connection with the purpose of Our Website or a Service we provide.
- The law differs from one country to another. This paragraph applies so far as the applicable law allows.
- All implied conditions, warranties and terms are excluded from this agreement. If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this sub paragraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.
- The PHDSMART LIMITED Website and PHDSMART LIMITED Services are provided “as is”. We make no representation or warranty that the Services will be:
- useful to you;
- of satisfactory quality;
- fit for a particular purpose;
- available or accessible, without interruption, or without error;
- Neither use of the Services nor the exercise of any right granted under this agreement will infringe any other intellectual property or other rights of any other person.
- Our Website contains links to other Internet websites. We have neither power nor control over any such web site. You acknowledge and agree that we shall not be liable in any way for the Content of any such linked website, nor for any loss or damage arising from your use of any such website.
- We are not liable in any circumstances for special, indirect or consequential damages or any damages whatsoever resulting from loss of use, loss of data or loss of revenues or profits, whether in an action of contract, negligence or otherwise, arising out of or in connection with your use of Our Website.
- We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website or receive directly from a third party as a result of an introduction via Our Website.
12. Duration and termination
- Subject to any earlier termination in any permitted circumstances, this agreement shall continue to operate when it shall terminate automatically by expiry.
- You may terminate this agreement at any time, for any reason, with immediate effect. You may terminate the agreement either by sending notice to us by post or email, or by completing the form on the Web Site and submitting it. We reserve the right to check the validity of any request to terminate membership
- We may terminate this agreement at any time, for any reason, with immediate effect by sending you notice to that effect by e-mail.
- Termination by either party shall have the following effects:
- your right to use the Services immediately ceases;
- we are under no obligation to forward any unread or unsent messages to you or any third party.
- There shall be no re-imbursement or credit if the Service is terminated due to your breach of the terms of this agreement.
- We retain the right, at our sole discretion, to terminate any and all parts of the Services provided to you, without refunding to you any fees paid if we decide in our absolute discretion that you have failed to comply with any of the terms of this agreement.
13. Storage of data
- We assume no responsibility for the deletion or failure to store or deliver email or other messages.
- We may, from time to time, set a limit on the number of messages you may send, store, or receive through the Service. We may delete messages in excess of that limit. We shall give you notice of any change to your limit, except in an emergency.
- You accept that we cannot be liable to you for any such deletion or failure to deliver to you.
14. Interruption to Services
- If it is necessary for us to interrupt the Services, we will give you reasonable notice where this is possible and when we think the down time is such as to justify telling you.
- You acknowledge that the Services may also be interrupted for many reasons beyond our control.
- You agree that we are not liable to you for any loss, foreseeable or not, arising from any interruption to the Services.
15. Limitation of liability
- Our total liability to you, for any one event or series of related events, and whether in contract, tort, negligence, breach of statutory duty or otherwise, shall be £150 in aggregate.
- Our total liability to you, for any one event or series of related events, and whether in contract, tort, negligence, breach of statutory duty or otherwise, shall be five times the total fees payable by you in the 12 months before the event(s) complained of or the sum of £150 whichever is higher.
- Neither party shall be liable to the other in any possible way, for any loss or expense which is:
- indirect or consequential loss; or
- economic loss or other loss of turnover, profits, business or goodwill.
- This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies (who may enforce this clause under the Contracts (Rights of Third Parties) Act 1999) as well as to us.
- Nothing in this agreement excludes liability for death or personal injury or for a party’s fraud.
You agree to indemnify us against any loss, damage or liability, suffered by us at any time and arising out of:
- any act, neglect or default of yours in connection with this agreement or your use of the Services;
- your breach of this agreement;
- your failure to comply with any law;
- any act, neglect or default by any agent, employee, licensee or customer of yours;
- a contractual claim arising from your use of the Services.
17. Miscellaneous matters
- If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
- The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.
- If you are in breach of any term of this agreement, we may:
- publish all text and Content relating to the claimed breach, including your name and email address and all correspondence between us and our respective advisers; and you now irrevocably give your consent to such publication.
- terminate your account and refuse access to Our Website;
- remove or edit Content, or cancel any order at our discretion;
- issue a claim in any court.
- Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.
- No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
- Any communication to be served on either of the parties by the other shall be received by hand or by e-mail.
|It shall be deemed to have been received / delivered:|
|if received by hand;|
|If sent by e-mail to the address from which the receiving party has last sent e-mail: within 24 hours if no notice of non-receipt has been received by the sender.|
- In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
- This agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise, except that any provision in this agreement which excludes or restricts the liability of our directors, officers, employees, subcontractors, agents and affiliated companies, may be enforced under that Act.
- Neither party shall be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond its reasonable control.
- The validity, construction and performance of this agreement shall be governed by the laws of England and Wales / Scotland / Northern Ireland.
Website terms and conditions template: member services for businesses
Paragraph specific notes:
Drafting notes, using the document paragraph numbers:
Every business is different, not only in terms of the product or service being offered, but also the processes. The defined terms that we use are unlikely to suit most businesses perfectly.
By all means use the search and replace function in your word processor to change them, either to other general adjectives, or to specific product or service names. For example:
|We use||You might decide to change to|
|“Our Website”||“The Business Research Website”/ “The Site”|
But if you do change the defined word, make sure it applies to every use of it in the document.
Remember too, that when a word or phrase is defined, the defined meaning, capitalised, takes precedence over the common meaning of that word or phrase.
You should first decide on the contents of the document, then return to check what definitions are needed and whether they really fit the text you have left in place.
At places within this document, we refer to non-defined terms such as ‘membership’. You may wish to change such words to suit your business. For example, you may change ‘membership’ to ‘subscription’ or references to ‘joining’ to references to ‘subscribing’.
- Our contract
Edit as required, but we expect that you shouldn’t have to edit these greatly.
- Your account and personal information
Edit as required, but we expect that you shouldn’t have to edit these greatly.
This section needs to set out what membership is all about and what obligations it places on the member. These are commercial terms that differ for every business. Treat our text as a suggestion.
Edit these paragraphs carefully. You may need to add to them to fully reflect your membership or subscription terms. Avoid going into detail that may require frequent editing.
We have provided for auto renewal of the membership contract. In law that provision would be void as you cannot unilaterally renew a contract. However, if you continue a course of action and your counter-party accepts or acquiesces, he cannot later complain if he has continued to enjoy the services. In reality many Internet contracts are continued from year to year.
The best way to deal with this issue is to send a message to your customer in advance of taking payment (for example, about four weeks before the subscription ends), warning that the subscription will renew, and include a copy of the invoice against which new payment will be taken. You then take the payment on the due date and send a new message to your customer to confirm renewal.
If you sell only in the UK, some of these provisions may be deleted. Otherwise edit to match the way your business is set up.
- Restrictions on what you may Post to Our Website
This and the following four paragraphs relate directly to aspects of the interface between you and your buyers. The more they are allowed to enter data, upload, download, leave messages, and so on, the greater your risk. You cannot stop a criminal by a term in a document, but you can make clear to regular users, before and after the event, that you will take a tough line for bad behaviour.
This paragraph has two purposes: the first is the obvious and named purpose of preventing damage to your website and establishing a contractual obligation by your site users not to do so. Secondly, it may assist in protecting you from civil or criminal charges for which you may otherwise be liable as a result of what someone else posts to your website.
No matter what you put in this paragraph, there is no certainty that you may not be the subject of some sort of attack or other problems. However, we do think it is worth providing a full and strict policy. By doing so, you have the best possible defence against anyone who claims he has been insulted, injured, defamed, or whatever.
Of course, anyone who wishes to continue to use your services will comply.
We have provided a vast menu of possibilities, suitable for a diverse client base. We suggest that you edit this paragraph in line with the perceived extent of your risk, but we assume that you need a high level of protection.
- Your Posting: restricted content
This paragraph continues in the vein of the previous one. As you see, we intend to make clear that certain other activities are prohibited. We have separated it because it is an area of common problems. The clearer you make it, the less likely you are to encounter problems.
- How we handle your Content
It is a question of balance and maybe how your buyers will react. You are free to delete all or any of it.
- Removal of offensive Content
This paragraph is targeted at anyone who is aggrieved by your site content. He may or may not be one of your customers. By stating and following this policy you will reduce the chance of any claim for defamation, breach of copyright, and so on. Depending on how you attract acceptance of the terms generally, this paragraph may not be enforceable against a visitor who has not explicitly agreed to these T&C (for example, visitors who are not members).
- Security of Our Website
There is an intentional overlap here with the paragraph on restrictions on posting. Your need for this provision also depends on the extent to which users are able to post content of any sort. Delete provisions which are stronger than you need.
Disclaimers are not always binding. The law is complicated and much depends on the facts of each case. Our best advice to you is to include these disclaimers so far as they apply to your business but do not expect that you can conduct your business with disregard to the law. The Sale of Goods and Services Act and Misrepresentation Act and a raft of consumer protection law still apply.
Depending on your circumstances, paragraph 12.2 is likely to be void in English law, but could be useful if you have members abroad.
- Duration and termination
It is after termination that conflicts tend to arise. In this agreement however, there are unlikely to be residual obligations. Edit as you think best.
- Storage of data
This provision absolves you from any obligation to retain messages or other data. Of course you must comply with the Data Protection Act regardless of what your terms state, but your user will now be unable to extend those rights beyond what you might expect.
- Interruption to Services
We suggest you leave these provisions in place.
- Limitation of liability
This is clearly important. The first question must be as to whether you can limit this to your own position rather than allow it to apply to the other party too. We have limited it to your position.
You will see that we have also included in the provision for directors and others to have the same protection. One way to get around disclaimer provisions in the past was to claim not against the company with whom the claimant has a contract but against the directors or others in negligence.
We suggest no edits.
- Miscellaneous matters
A number of special points we have identified each of these as important to protect you. Some are relevant to particular paragraphs in the document, some apply more generally. Unless you have a good reason to delete any one of these, we recommend that they should remain as drawn. Each is important.
Email communications are usually binding in the UK, but may not be, elsewhere. In any case, not everyone is aware of the legal position. If your business is such that you do not want email to be binding, you may specify that to be the case and so it will be.
End of notes