"Communications" means any communication including but not limited to communications by email by the Member to other members of myGwork;
"Contribution" means the contributions of the Member to the Website including but not limited to the text and/or images contained within the Members Profile;
"Member" means all users who have registered on myGwork and whose respective membership has been accepted by myGwork and remains valid.
"Members Profile" means that part of the Website containing information and/or pictures about a Member;
“Payment Partner” means Authorize.net or any third party on-line payment gateway service we may contract from time to time.
"Premium Membership" means the subscription-only membership levels which provide the Member with full access to the Services. This applies to a “Corporate Membership” held by a company or an individual who has subscribed to a “myGclub Membership”.
"Service" means the service provided by myGwork to the Member through the Website including, but not limited to, allowing the Member to access and/or use the Website, the myGclub app, and present them access to special offers from our local partners, discounts to networking events, entry to exclusive events for myGclub Membership holders.
www.mygwork.com is a site operated by Gaubert’s Brothers Limited ("We"). We are registered in England and Wales under company number 08967439 and have our registered office at 86-90 Paul Street, London EC2A 4NE. VAT Number 210 3581 55.
Please check this page from time to time to take notice of any changes we made, as they are binding on you.
We may update our site from time to time, and may change the content at any time. However, please note that any of the content on our site may be out of date at any given time, and we are under no obligation to update it.
We do not guarantee that our site, or any content on it, will be free from errors or omissions.
7.1 We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. Access to our site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of our site without notice. We will not be liable to you if for any reason our site is unavailable at any time or for any period.
7.2 Members are responsible for making all arrangements necessary for you to have access to our site and we may restrict access to users who have registered with us.
7.4 When using our website, all Members must comply with the provisions of Clause 8.
7.5 An application for Membership shall be treated as accepted by us when the Member receives confirmation of their Membership from myGwork.
7.6 We reserve the right to refuse to register applications for Membership and to terminate Membership at any time.
8.1 You may use our Website only for lawful purposes. You may not use our Website:
8.1.1 in any way that breaches any applicable local, national or international law or regulation;
8.1.2 in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
8.1.3 for the purposes of harming or attempting to harm minors in any way; or
8.1.4 to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
8.2 You also agree:
8.2.2 not to access without authority, interfere with, damage or disrupt any part of the Website; or any software used in the provision of the Services from the Website.
8.3 All Contributions and Communications with other Members shall conform to the content standards set out in this clause 8.3. Contributions and Communications without limitation must not:
8.3.1 contain any material which is defamatory of any person;
8.3.2 contain any material which is obscene, offensive, hateful or inflammatory;
8.3.3 promote sexually explicit material;
8.3.4 promote violence;
8.3.5 promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
8.3.6 infringe any copyright, database right or trade mark of any other person;
8.3.7 be likely to deceive any person;
8.3.8 be threatening, abusive or invade another's privacy, or cause annoyance, inconvenience or needless anxiety;
8.3.9 be likely to harass, upset, embarrass, alarm or annoy any other person;
8.3.10 be used to impersonate any person, or to misrepresent your identity or affiliation with any person; or
8.3.11 give the impression that they emanate from us, if this is not the case.
8.3.12 Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
9.1 The membership fees only applies to Premium Membership.
9.2 Details of the current membership fees are displayed on the Website .
9.3 The amount payable will depend on the number of employess of the Corporate Member. The subscription is annual.
10.1.1 Bank Transfer (or Card payment if applicatble as directed on the payment pages of our Payment Partner).
10.1.2 Payment will not be treated as having been made until myGwork have received confirmation of the funds having cleared from our Payment Partner.
10.1.3 Access to the Services shall not be given until payment has been received in accordance with 10.1.2.
10.1.4 Where Corporate Membership has been applied for, the subscription will be auto-renewed for a further year, unless cancelled one month before the end of membership. You can cancel auto-renewal by following the instructions in the FAQs.
10.1.5 The Standard or Premium Member is informed that under the United Kingdom Consumer Protection (Distance Selling) Regulations 2000 he/she enjoys a period of seven working days from the time he/she accepts the Services to exercise his or her right of withdrawal, without penalty and without the need to provide any reason. However, the right of withdrawal may no longer be exercised once the Member has accessed and utilised the Services.
10.1.6 We may at any time change our prices for Premium Membership. Auto-renewals will renew at the new price.
11.1 Members must not include in their Member Profile any telephone numbers, street addresses, e-mail addresses or any other information that would enable other Members and/or any person to contact Members outside the Website.
11.2 We myGwork may copy and/or reproduce any information published by Members on our website in any form and in any manner.
11.3 The Member shall ensure that all information transmitted and/or published on the Website by him/her from time to time is accurate, true, complete and is not misleading and will be regularly reviewed to ensure that it remains so.
11.4 We reserve the right at our absolute discretion from time to time and without notice to amend and/or delete all or any part of a Member's Profile.
12. Your account and password
12.1 If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
12.3 If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at firstname.lastname@example.org.
13. Intellectual property rights
13.1 We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
13.2 You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.
13.3 You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
13.4 Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.
13.5 You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.
14. No reliance on information
14.1 The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.
14.2 Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up-to-date.
15. Limitation of our liability
15.2 To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our site or any content on it, whether express or implied.
15.3 We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
15.3.1 use of, or inability to use, our site; or
15.3.2 use of or reliance on any content displayed on our site.
15.3.3 If you are a consumer user, please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity
15.3.4 If you are a business user, please note that in particular, we will not be liable for:
18.104.22.168 loss of profits, sales, business, or revenue;
22.214.171.124 business interruption;
126.96.36.199 loss of anticipated savings;
188.8.131.52 loss of business opportunity, goodwill or reputation; or
184.108.40.206 any indirect or consequential loss or damage.
15.4 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any content on it, or on any website linked to it.
15.5 We assume no responsibility for the content of websites linked on our site. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
16. Uploading content to our site
16.1 Whenever you make use of a feature that allows you to upload content to our site, or to make contact with other users of our site, you must comply with the content standards set out in Clause 8.
16.2 You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. If you are a consumer user, this means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
16.3 Any content you upload to our site will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such content for any purpose.
16.4 We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
16.5 We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of our site.
16.6 We have the right to remove any posting you make on our site if, in our opinion, your post does not comply with the content standards set out in Clause 8.
16.7 The views expressed by other users on our site do not represent our views or values.
17.1 You undertake fully and effectively to indemnify and keep indemnified at all times myGwork and its officers employees agents or authorised representatives against all actions proceedings claims costs demands liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained incurred or paid by us or myGwork directly or indirectly in respect of:-
17.1.1 access to and/or use of the Service by the Member;
17.1.2 any information data or material published or transmitted by the Member;
18.1 We do not guarantee that our site will be secure or free from bugs or viruses.
18.2 You are responsible for configuring your information technology, computer programmes and platform in order to access our site. You should use your own virus protection software.
18.3 You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
19. Linking to our site
19.1 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
19.2 You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
19.3 We reserve the right to withdraw linking permission without notice.
19.4 The website in which you are linking must comply in all respects with the content standards set out in Clause 8.
19.5 If you wish to make any use of content on our site other than that set out above, please contact email@example.com.
20. Third party links and resources in our site
20.1 Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only.
20.2 We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them.
21. Applicable law
22. Trade marks
“myGwork” is a UK registered trade mark of Gaubert’s Brothers Limited.
23. Contact us
To contact us, please email firstname.lastname@example.org.
Thank you for visiting our site.
[KS1]Include your VAT number once you are registered.
[KS2]Ad the wording ‘and are inclusive of VAT’ once you are registered.
TERMS AND CONDITIONS
Please read these Conditions carefully as they govern the provision of Services by the Publisher to you. The Publisher may modify these Conditions from time to time and you should therefore ensure that you review these Conditions regularly.
1.1 In these Terms and Conditions, unless the context otherwise requires, the following terms have the following meanings:
"Advertiser" means the person, firm or company who is the advertiser of a product, service or vacancy promoted in a Listing;
"Agreement" means any agreement for the provision of Services setting out details of the Advertiser and incorporating these Conditions and the myGwork Application Form;
"Application Form" means a completed form setting out the selected Listing Options, the Charges, the chargeable period and headed "mGwork Directory Listing Application form" , "mGwork Job Listing Application form" or similar, signed by both parties setting out details of the Advertiser and the Services to be provided and which incorporates and is subject to these Conditions;
"myGwork Website" means the website located at www.mygwork.com;
"Campaign" means an advertising campaign in which the Listing is displayed on the myGwork Website,
"Charges" means the charges to be paid by the Advertiser for the Services as set out in the Application Form;
"Conditions" means the Directory Listing Terms & Conditions as set out in this document;
Property Rights" means all intellectual property rights wherever in the world arising, whether registered or unregistered (including any application for registration), including without limitation all copyright, trademarks, patents, design rights and database rights;
"Listing" means an online advertisement to appear on a designated directory on the myGwork Website as agreed by the Publisher and Advertiser, the details of which is set out in the Application Form;
“Listing Options” means the details set out in the Application Form in accordance with which the listing will be displayed on the myGwork Website;
"Materials" means any copy, artwork, text, data, photographs, slides, video clips and/or other materials;
"Publisher" means Gaubert’s Brothers Limited, incorporated in England and Wales (company registration number 08967439);
"Services" means the services to be provided pursuant to the Agreement including the posting of Listings to the myGwork Website in accordance with the Listing Options.
1.2 In these Conditions, unless the context otherwise requires: words importing any gender include every gender; words importing the singular include the plural and vice versa; references to the numbered clauses are references to the relevant clause in these Conditions; and the headings to the clauses will not affect its interpretation.
1.3 In the case of any conflict or ambiguity between any provision contained in these Conditions and any provision contained in an Application Form, the provision in the Application Form shall take precedence.
1.4 The Publisher shall be entitled to modify these Conditions from time to time and any such modifications shall be effective immediately from the time they are uploaded to the myGwork Website by the Publisher. Display of the modified Conditions on the myGwork Website shall be deemed to be notice to the Advertiser. The Advertiser agrees to review the Conditions regularly to ensure they are aware of any modifications.
Directory Listing Agreement
2.1 These Conditions shall govern the Agreement to the exclusion of any other terms and conditions unless expressly stipulated otherwise by the Publisher in writing.
2.2 Each order or acceptance of a quotation for Services shall be deemed to be an offer by the Advertiser to purchase Services subject to these Conditions. No order placed by the Advertiser shall be deemed to be accepted by the Publisher until the Publisher starts providing the Service.
2.3 The Advertiser shall warrant that the terms of its order and that the details set out on
the Application Form are complete and accurate.
3.1 In consideration of payment of the Charges by the Advertiser in accordance with clause 6, the Publisher will provide the Services to the Advertiser.
3.2 Any changes to the Services requested by the Advertiser after signing the Agreement will be at the Publisher's sole discretion and may be subject to the payment of additional charges.
3.3 Details of the Services including, without limitation, details of the different Listing Options may be set out by the Publisher from time to time on the myGwork Website and/or as otherwise provided by the Publisher to the Advertiser and references to those Listing Options shall be read accordingly.
3.4 All Listing Options are allocated on a first come, first served basis and the Publisher gives no guarantee that a particular Listing Option will be available to the Advertiser even after both parties have signed the Agreement. Where the Publisher is unable to provide the Listing Option requested by the Advertiser and/or otherwise stipulated on the Agreement, the Publisher will offer the Advertiser an alternative Listing Option. If the Advertiser does not wish to take the alternative Listing Option, it shall be entitled to cancel the Agreement immediately prior to commencement of the Services and the Publisher shall refund to the Advertiser any Charges already paid. For the avoidance of doubt, the Advertiser shall not be entitled to cancel the Agreement after commencement of the Services unless it is in accordance with the provisions of Clause 7.
3.5 The Publisher gives no guarantee to the Advertiser that the Listing Options offered will guarantee that a physical number of impressions will be delivered.
3.6 The Publisher may at any time vary the technical specifications of the Service (or any part of it) for operational reasons.
4.1 The Advertiser warrants that:
4.1.1 all Materials that the Advertiser supplies to the Publisher for inclusion in the Listing shall be legal, decent, honest, and truthful and shall comply with the British Code of Advertising Standards Authority and with all other relevant codes and requirements of current UK legislation;
4.1.2 the reproduction and/or publication by the Publisher of any Materials supplied by the Advertiser for inclusion in the Listing and/or the use by the Publisher of the Advertiser's logo and trade marks in the Listing will not breach any contract; infringe any third party Intellectual Property Rights or other rights; render the Publisher liable to any proceedings whatsoever; and/or harm or be detrimental to the reputation of the Publisher;
4.1.3 in respect of any Materials submitted for publication by the Advertiser, which contains any copy and/or photographs by which any living person is or can be identified, the Advertiser has obtained the necessary authority of such living person for the Publisher to make use of such copy under this Agreement and has complied in all respects with the Data Protection Act 1998 (as amended from time to time).
4.2 The Publisher may refuse, edit and/or require to be amended any copy, artwork and/or materials proposed to be included in a Listing and reserves the right to make any alteration it considers necessary or desirable to the Listing and to require any illustrations, artwork or copy to be amended to meet its approval for any reason.
4.3 The Publisher may at any time remove any or all of the Listing and /or other of the Materials from the myGwork Website, which in the Publisher's opinion are unlawful or have been placed on the myGwork Website in breach of this Agreement or in the event of non-payment or any other breach of the Agreement.
4.4 The Advertiser agrees that all complaints relating to the Listing and/or the Advertiser are the sole and exclusive responsibility of the Advertiser. The Advertiser agrees to indemnify the Publisher in respect of any and all costs, damages or other charges falling upon the Publisher as the result of any complaints, legal actions or threatened legal actions resulting from the publication of any Listing, or any part of a Listing.
4.5 The Advertiser shall be solely responsible for checking the accuracy of the contents of any Listing for errors or non-compliance with these Conditions and for amending copy.
4.6 The Advertiser shall report to the Publisher any suspected faults to the Service as soon
as the suspected faults come to the Advertiser's attention.
4.7 The Advertiser shall not provide files that contain a virus or corrupted data.
Intellectual Property Rights
5.1 The Advertiser acknowledges and agrees that all Intellectual Property Rights in any Listing and/or in any Materials which the Publisher (or its contractor or agent) has created and/or in any way altered during performance of the Services shall vest in the Publisher or its licensors (as applicable). To the extent that any such Intellectual Property Rights are not automatically vested in the Publisher, the Advertiser hereby assigns to the Publisher all such rights.
5.2 The Advertiser acknowledges and agrees that nothing in the Agreement confers on the Advertiser any licence or right to use any trade marks, names or logos of the Publisher or its licensors except as expressly set out in the Agreement and that all Intellectual Property rights in such trade marks, names and logos (including without limitation the trade mark "myGwork") and in the myGwork Website together with all goodwill arising out of or in connection with these, belong to the Publisher and/or its licensors (as appropriate).
5.3 The Advertiser warrants that it has all necessary rights, licences and consents to incorporate or to procure the incorporation by the Publisher onto the myGwork Website of any Materials provided by the Advertiser to the Publisher and/or otherwise for inclusion on the myGwork Website.
5.4 The Publisher has no liability or responsibility of any kind for the accuracy or content of any information or any other aspect of any third party websites and the inclusion of hypertext links to such websites does not imply any endorsement of the material contained on such websites or of the owners. Hypertext links to the myGwork Website on non-consumer facing sites only may be made without the need for the Publisher's written consent, provided there is no express or implied endorsement or sponsorship of the Advertiser, its commercial entity or any other website by the Publisher. The Publisher may at any time and for any reason require the Advertiser to remove any hypertext links to the myGwork Website from any website controlled by the Advertiser.
5.5 The Publisher is hereby permitted to reproduce and publish (or to permit the same) all or any part of any Listing (including without limitation the reproduction and publication of any copy, artwork, photographs or other materials) and to include them on the myGwork Website and/or on any other third party websites as determined by the Publisher.
Charges and Payment
6.1 The Advertiser shall pay to the Publisher the Charges on or before the agreed due
date, which must in any event be paid in advance of receiving the Services unless notified otherwise.
6.2 The Advertiser shall pay all sums due to the Publisher under the Agreement without any set-off, deduction, counterclaim and/or other withholding of monies. The existence of a query on an individual item in an account shall not affect the due date of payment of the remaining balance in an account.
6.3 If the Advertiser fails to make any payment by the due date then all monies owing by
the Advertiser to the Publisher shall immediately become due and payable. Payment terms may vary if payment is made by Direct Debit and agreed in writing by the Publisher. Any discount, which is extended to an Advertiser who pays the charges by Direct Debit, is at the sole discretion of the Publisher and may be withdrawn by the Publisher at any time and for any reason.
6.4 Where the Advertiser takes the pre-payment option as agreed with the Publisher, an 8 week initial pre-payment is required from the Advertiser before the Services are enabled. The Advertiser shall be solely responsible for ensuring that sufficient funds have been paid in advance of the chargeable period.
6.5 When a sum owing has not been received in full by the Publisher within 30 days from the date of invoice, the Publisher shall be entitled (without prejudice to any other right or remedy it may have) to:
6.5.1 Charge the Advertiser interest on any unpaid sums (both before and after judgment) at the current statutory rate set out in the Late Payment of Commercial Debts (Interest) Act 1998 and related secondary legislation as amended or re-enacted from time to time; and
6.5.2 Suspend all services (including without limitation the Services provided to the Advertiser pursuant to any agreement with the Publisher) (or any part of them) until such time as payment has been received in full (including any interest payable pursuant to clause 6.5.1 above).
6.6 Unless the Publisher authorises payment to be made by Direct Debit, payment must be sent to the payment address on the invoice and any payment sent by post shall be at the Advertiser's sole risk. All cheques must be made payable to Gaubert’s Brothers Limited unless notified otherwise. The Publisher reserves the right to decide the amount of any credit extended to the Advertiser in its sole discretion and the Publisher shall be entitled to withdraw credit facilities from the Advertiser at any time.
6.7 The Publisher will under no circumstances be liable to refund all or any part of the Charges (including but not limited to any pre-payment) in the event of the suspension of the Services and/or cancellation or termination of the Agreement (for any reason).
Term and Termination
7.1 Unless terminated earlier in accordance with these Conditions, the Agreement shall continue in force for the period specified in the Application Form. If no such period is specified in the Application Form, the Agreement shall remain in force unless and until terminated in accordance with these Conditions.
7.2 The Advertiser shall be entitled to terminate the Agreement or change the Listing Option by giving notice by email to email@example.com.
7.3 The Advertiser is solely responsible for ensuring that the Publisher receives any notice
of cancellation or termination sent to the Publisher in connection with this Agreement. The Publisher shall not be responsible for any email sent to the incorrect email address and/or not clearly stating the Advertiser's relevant account number.
7.4 Termination of Account: In the event payment terms are breached by the Advertiser, the Publisher may serve a formal Notice of Termination of the account in writing, allowing the advertiser 7 days to remedy any such breach if not remedied within seven days of such notice being served, the Agreement shall automatically terminate.
7.5 The Publisher shall be entitled to terminate the Agreement at any time on 7 days written notice to the Advertiser if the Advertiser:
7.5.1 Breaches the terms of the Agreement (and, if the breach is capable of remedy), has not remedied the breach within 30 days of receiving notice requiring the breach to be remedied;
7.5.2 Commits a material breach of the Agreement;
7.5.3 Persistently breaches any one or more terms of the Agreement;
7.5.4 Is in breach of any other agreement with the Publisher and/or is in legal proceedings with the Publisher in respect of any other agreement;
7.5.5 Ceases, or threatens to cease, to carry on business;
7.5.6 Where the Advertiser is a company, the Advertiser is unable to pay its debts within the meaning of s.123 of the Insolvency Act 1986 or convenes a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition, scheme or arrangement with (or assignment for the benefit of) its creditors or a receiver, administrative receiver or similar officer is appointed over all or a substantial part of its undertaking or affairs or a meeting is convened for the purpose of considering a resolution or other steps are taken for winding up the Advertiser (whether by the presentation of a winding up petition or otherwise) or for the making of an administrative order (other than for the purposes of solvent reconstruction or amalgamation); or
7.5.7 Where the Advertiser is an individual, where the Advertiser is unable to pay its debts within the meaning of s.268 of the Insolvency Act 1986 or a petition is presented for its bankruptcy or it makes an arrangement or compromise for the benefits of its creditors whether pursuant to the provisions of Part VIII Insolvency Act 1986 or otherwise; or
7.5.8 Where the Advertiser is a partnership, the Advertiser is unable to pay its debts or a petition is presented for its winding up under the provisions of the Insolvent Partnerships Order 1994 whether or not involving individual insolvency proceedings against the Advertiser's partners and presented by creditors or by the partners themselves or such a petition is presented against in conjunction with bankruptcy or individual insolvency or petitions against any partner or if the Advertiser enters into any composition, scheme or arrangement or voluntary arrangement including its business and assets or the share of any partner or in the event of any action for a partnership account and/or a winding up of or a dissolution of the Advertiser under the Partnership Act 1890 or if any of the states of affairs or events described in clause 25(b) occurs in relation to any partner; or
7.5.9 is refused credit by the Publisher at any point.
7.6 Termination of the Agreement shall be without prejudice to any rights accrued by the Publisher prior to termination.
7.7 The Advertiser shall repay the Publisher on an indemnity basis for all costs and expenses (including legal costs) incurred by the Publisher in recovering any sums due to it under the Agreement.
Data Protection and Credit Reference
8.1 Each of the Advertiser and the Publisher warrants to the other that it shall comply with the provisions of the Data Protection Act 1998 ("Act") in so far as the Agreement relates to or involves the processing of Personal Data (as defined in the Act).
8.2 The Advertiser acknowledges and agrees that in entering into the Agreement, the Publisher may collect certain Personal Data relating to the Advertiser and/or employees, consultants and/or contractors engaged by the Advertiser. This Personal Data may be used for a number of purposes including without limitation processing the Advertiser's order and providing products and/or services to the Advertiser; carrying out customer and market research; dealing with requests and enquiries; maintaining records; sending the Advertiser information on products and services the Publisher thinks may be of interest to the Advertiser; fraud prevention purposes; assisting with police investigations and/or enquiries; and/or complying with statutory and regulatory obligations.
8.3 The Publisher may disclose any information that it collects to third parties whose products and/or services the Publisher think may be of interest to the Advertiser, to credit reference agencies, finance companies, fraud prevention agencies, the police, the Financial Services Authority and/or any other regulatory authorities.
8.4 The Advertiser acknowledges and agrees that in entering into the Agreement, the Publisher may carry out credit reference checks on the Advertiser and/or any individual employed or otherwise engaged by the Advertiser. The Publisher reserves the right, at its sole discretion, to refuse to provide any services to the Advertiser, including without limitation any Advertising Services, if in the Publisher's sole opinion any credit reference results are unsatisfactory.
Liability and Indemnity
9.1 The Publisher shall provide the Services with reasonable care and skill and in a professional and timely manner. Notwithstanding the foregoing, the Advertiser acknowledges and accepts that it is technically impossible to provide the Services free of faults, interruptions or errors and that the Publisher does not undertake to do so. The Publisher shall have no responsibility or liability arising out of or in connection with any communications or network defects, delays or failures (whether temporary or otherwise) (a) experienced by the Advertiser or any third party while accessing the myGwork Website; and/or (b) which impact on any Service.
9.2 From time to time, the Publisher will need to carry out maintenance work on its equipment and systems, and shall use its reasonable endeavours to ensure that, in doing so, reasonable notice is given and minimum disruption to the myGwork Website is caused. However, the Advertiser acknowledges that the Publisher cannot guarantee that the myGwork Website will be continuously available online. For the avoidance of doubts, no credits shall be offered to the Advertiser in respect of interruptions to the myGwork Website arising as a result of maintenance work.
9.3 The Publisher does not monitor or control and shall not be responsible for the content of Listings. The Advertiser agrees that such matters are its sole responsibility.
9.4 Subject to 9.9 below, the Publisher shall not be liable to the Advertiser:
9.4.1 for any loss or damage suffered by the Advertiser arising out of or in connection with any total or partial failure to publish a Listing and/or for removing any materials from the myGwork Website;
9.4.2 for failure of the Publisher to publish any Material provided for inclusion with the Listing;
9.4.3 for any loss of copy, artwork, photographs or other materials, which the Advertiser warrants that it has retained in sufficient quality and quantity for whatever purpose;
9.4.4 in contract, tort (including without limitation, negligence), statutory duty or otherwise arising out of or in connection with the Agreement for: (a) consequential, indirect or special loss or damage; or (b) any loss of goodwill or reputation; (c) loss of contracts, business and/or opportunity; (d) loss of profits; (e) loss of revenue or anticipated savings; (f) business interruptions; (g) loss of or corruption to data howsoever caused (including caused as a result of e-crime attacks by third parties) and/or (h) any economic and/or other similar losses; and in each case such liability is excluded whether it is foreseeable, known, foreseen or otherwise and whether such losses are direct, indirect, consequential or otherwise; and/or
9.4.5 unless a claim is brought by the Advertiser against the Publisher within 12 months of the date of the cause, or the first in the series of causes of related events, giving rise to the claim.
9.5 Subject to clause 9.9 below, the total liability of the Publisher in contract, tort (including without limitation negligence), statutory duty or otherwise (unless otherwise excluded), in respect of each event or series of connected events shall not exceed the Charges paid for the Services in the week during which the event giving rise to the liability occurred.
9.6 Nothing in the Agreement shall exclude or restrict any liability the Publisher may have for death or personal injury caused by its negligence, for fraudulent misrepresentation and/or for any other liability which it is not permitted to exclude by law.
9.7 Any warranties, terms or conditions of any kind whether express or implied, statutory or otherwise, including without limitation, implied terms of satisfactory quality or fitness for purpose, are hereby expressly excluded to the fullest extent permitted by law.
9.8 The Advertiser shall indemnify and keep the Publisher fully indemnified against all claims, costs, proceedings, demands, losses, damages, expenses or liability whatsoever arising out of or in connection with any breach of the Agreement by the Advertiser, any third party complaints or claims brought against the Publisher in respect of any Listing, the subject matter thereof or any other materials supplied by the Advertiser in connection with the Service, and for any claim that the use by the Publisher of any copy, artwork, photograph or other materials provided by the Advertiser infringes any third party intellectual property rights or other third party rights.
9.9 Without prejudice to the liability of the Advertiser to pay the relevant Charges for any Agreement in full by the relevant due date, in the event of any error or omission in a Listing, the Publisher may at its sole discretion amend the relevant part of the Listing. No amendment, refund or adjustment to the Charges will be made where in the Publisher's sole opinion the error or omission does not materially detract from the Listing or where it arises as a result of incorrect or inadequate information provided by the Advertiser.
10.1 The Publisher shall not be liable to the Advertiser and/or be deemed to be in breach of the Agreement by reason of any delay in performing and/or any failure to performing of its obligations under the Agreement if the delay and/or failure is due to any cause beyond the Publisher's reasonable control (including but not limited to any act of God, lock out or other industrial action, governmental action or restriction, war, terrorism, fire, flood, infrastructure failure, power failure, strike or civil commotion) and time for performance of that obligation shall be extended accordingly.
No Partnership or Agency
11.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
11.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
12.1 The Agreement contains the entire agreement and understanding between the parties
and supersedes any and all prior agreements, arrangements, statements and understandings between the parties relating to the subject matter of the Agreement. Each party acknowledges that it has not entered into the Agreement in reliance upon any representation not expressly set out in the Agreement and neither party shall be liable in respect of any representation made prior to and not contained in the Agreement. Nothing in these Conditions shall exclude or limit the Publisher's liability for fraudulent misrepresentation.
12.2 The Agreement is personal to the Advertiser, and the Advertiser may not assign or transfer the Agreement without the prior written consent of the Publisher. The Publisher reserves the right to assign or subcontract the Agreement and any of its rights and obligations under the Agreement to a third party.
12.3 Where two or more persons are named on the Agreement as the Advertiser, their liability shall be joint and several.
12.4 No variation of these Conditions shall be binding unless agreed in writing and signed by an authorised representative of the Publisher.
12.5 No waiver or indulgence by the Publisher shall be effective save in relation to the matter in respect of which it was specifically given.
12.6 If any provision of these Conditions is found by any competent authority to be invalid, unlawful or otherwise unenforceable then such provision shall be severed from the remaining Conditions which shall continue to be valid and enforceable to the fullest extent permitted by law.
12.7 Nothing in these Conditions shall confer any rights or benefits, whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person other than the Advertiser and the Publisher.
12.8 The Agreement, which incorporates these Conditions, shall be governed by and construed in accordance with English law and the parties hereby irrevocably submit to the exclusive jurisdiction of the English courts.