These terms and conditions apply between the users of the products and services of Vital Partnerships Professional Services Ltd and Vital Partnerships Professional Services Ltd (Vital Partnerships). They include, but are not limited to, any persons who may be accredited or licensed in the carrying out of duties that require engagement with Vital Partnerships’ products and services. Please read these terms and conditions carefully as they may affect the legal rights of all who are party to a commercial transaction whether as vendor or purchaser/user.
ACCEPTANCE OF TERMS
1.1 Your agreement to comply with, and be bound by, these terms and conditions is deemed to commence either upon the date of first use of a product or service or upon signature of contract. On the occasion of your engagement being on behalf of other persons you must represent and warrant that you are at least 18 years of age. Your access to and use of Vital Partnerships’ products and services is subject (unless expressly stated otherwise in writing) exclusively to these terms and conditions. You will not use Vital Partnerships’ products and services for any purpose that is unlawful or prohibited by these terms and conditions. By using Vital Partnerships’ products and services you are fully accepting the terms, conditions and disclaimers contained herein.
1.2 Vital Partnerships reserves the right to change these terms and conditions without notice, and users agree to be bound by such changes. It is the responsibility of all users of Vital Partnerships’ products and services to check these terms and conditions regularly to appraise themselves of any changes herein.
1.3 If you are entering into these terms and conditions on behalf of others, including students, employees, staff, employer, community, institution or other organisation, you warrant that you are authorised to enter into legally binding contractual obligations on their behalf. You similarly warrant that those that you represent agree to be bound by these terms and conditions.
1.4 These terms and conditions must be accepted in their entirety by any consultant, adviser and/or practitioner representing or seeking to represent Vital Partnerships’ products and services, its mission, charitable purpose and proposition.
2. INTELLECTUAL PROPERTY AND USE OF CONTENT
2.1 Content that is the Intellectual Property of Vital Partnerships is available to contracted users in consideration for a specified payment. Payment terms are revised annually and specified by the publication of a Rate Card.
2.2 All content offered for sale by Vital Partnerships or made available to its users via the website and/or integrated digital and social media is the property of Vital Partnerships unless stated otherwise. Such content is protected by copyright, trademarks, database rights and other intellectual property rights. Nothing shall be construed, whatever its source, as granting by implication, estoppels or otherwise, any license or right to use any trademark, logo or service without the owner’s prior written permission.
2.3 Notwithstanding any other rights or remedies available to it, Vital Partnerships shall have the right to terminate any licence or contract granted to any user in the event of any breach by such user of the terms and conditions stated herein. Without prejudice to any rights granted herein, Vital Partnerships reserves the right to amend, edit, abbreviate or take down any content at its discretion.
2.4 In the event of any user, practitioner or consultant adding specific value to any Vital Partnerships product or service whether that be developing the content, product or service as offered by Vital Partnerships or creating specific ways of working or methodologies, they shall become the property of Vital Partnerships and protected by contractual obligation and legislation within the parameters of the intellectual property assigned to Vital Partnerships.
2.5 Users are expressly forbidden to download, store, reproduce, transmit, display (including without limitation via an intranet or extranet site), copy, sell, publish, distribute, provide access to content for any other purposes other than those set out in a contract directly between Vital Partnerships and the assignee or to sub-license, rent, lease, transfer or assign any rights to content to any other person, commercially exploit or use content for any unlawful purpose.
3. AVAILABILITY AND DISCLAIMER
3.1 Vital Partnerships products and services are provided to users ‘as is’ and on an ‘as available’ basis. Vital Partnerships gives no warranty that any products, services or methods of communication to prospects and users originated by Vital Partnerships will be free of defects and/or faults. To the maximum extent permitted by law, Vital Partnerships provides no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality. Vital Partnerships is under no obligation to update the information it publishes or makes available on any publicly accessible platform.
3.2 Whilst Vital Partnerships uses every reasonable endeavour to ensure that its media transmissions, website and delivered data are secure and free of errors, viruses and other malware. Vital Partnerships gives no warranty or guarantee in that regard and all users are committed, upon signature of contract, to the taking of responsibility for their own data and system security, that of those they claim to represent, for all personal details and for the security of their computers and electronic devices.
3.3 Vital Partnerships accepts no liability for any disruption or non-availability of its media transmissions and communications, products and services.
3.4 Vital Partnerships reserves the right to alter, suspend or discontinue any part of its offer to its users but not limited to its products and services. These terms and conditions shall continue to apply to any modified version of any transmission, product or service unless expressly stated otherwise.
4. LIMITATION OF LIABILITY
4.1 Nothing in these terms and conditions will a. Limit or exclude our or your liability for death or personal injury resulting from our or your negligence, as applicable b. Limit or exclude our or your liability for fraud or fraudulent misrepresentation or c. Limit or exclude any of our or your liability in any way that is not permitted under applicable law.
4.2 We shall not be liable to you in respect of any losses arising out of events beyond our reasonable control.
4.3 To the maximum extent permitted by law, Vital Partnerships accepts no liability for any of the following: business losses such as loss of profits, income, revenue, anticipated savings, business, contacts, goodwill or commercial opportunities; loss or corruption of any data, database or software; any special, indirect or consequential loss or damage.
5. WEBSITE CONTENT AND SERVICES
5.1 Except as otherwise expressly agreed by Vital Partnerships in writing, information regarding Vital Partnerships products and services is subject to change without notice.
5.2 Information about Vital Partnerships’ products and services made available on and/or through its website shall not constitute a representation, warranty or other commitment by Vital Partnerships with respect to any product or service unless otherwise expressly agreed to by Vital Partnerships in writing.
5.3 Without limiting the generality of the foregoing, Vital Partnerships hereby disclaims all warranties, express or implied, as to the accuracy, suitability for any purpose or completeness of any transmission, product or service therefore.
6. THIRD PARTY CONTENT AND SERVICES
6.1 Vital Partnerships makes available certain content that has not been created by Vital Partnerships either via hyperlinks or other forms of communication and transmission which may take users to websites or content destinations and suppliers not controlled by Vital Partnerships. All such content together with material posted either independently on the Vital Partnerships website or as contributions to blogs or forums is not the responsibility of Vital Partnerships and users acknowledge and confirm that Vital Partnerships has no control over the opinions, information, legality or accuracy of facts or statements contained therein. Vital Partnerships cannot guarantee, and makes no representation or warranty as to the accuracy, veracity or completeness of any such information provided. Nothing contained within third party content necessarily represents the point of view of Vital Partnerships.
6.2 In the event that a user has a dispute or issue with one or more other users, you agree to unconditionally release Vital Partnerships (its officers, directors, agents, subsidiaries and employees) from any and all claims, demands and damages (actual or consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed or undisclosed, arising out of or in any way connected with such disputes.
6.3 Users may purchase stand alone products as the same are made available and at such supplemental conditions as are then stated.
7. EVENTS TO INCLUDE WORKSHOPS and SEMINARS
The booking and attendance at all events shall be subject to the following:
7.1 Payment Policy
Where payment is required for attendance at an event, the payment must be made before the date of the event. Late payment will result in a ‘late payment administration charge’. The relevant fees and payment methods are listed in each event description and/or invitation, although always subject to VAT for UK companies.
Cancellations must be made in writing and received 14 days before the date of the event. No credits will be made on cancellation within 14 days of the relevant event.
7.3 Attendee Substitutions
Entry to events is permitted only to named individuals who have booked such entry. Should an attendee wish to nominate an alternative to attend in their place, they must contact Vital Partnerships at least 24 hours prior to the commencement of the event, or at such other time as is reasonable in the circumstances. For the avoidance of doubt, should you nominate an alternative attendee, you warrant and confirm that they will agree to the terms and conditions herein, or you shall remain primarily liable for such substitute attendee.
7.4 Changes to Events
Vital Partnerships aims to deliver high quality events in the manner in which they are advertised. However, it may become necessary to alter and/or change certain elements including, by way of example, the choice of speakers, venue, date and timings, although this list is illustrative and shall not be deemed to be exhaustive. Vital Partnerships shall, where reasonable and possible to do so, make such reasonable changes to events if necessary, and shall inform attendees of any such changes in a reasonable time before the relevant event. For the avoidance of doubt, Vital Partnerships shall not be in breach of contract if such changes are necessary and attendees shall not be permitted to obtain a refund of any such fees payable.
Prices for any Vital Partnerships products or services are subject to change without prior notice. Vital Partnerships expects to regularly update all publicly available sources of price information to ensure that there is always accurate price information in the public domain. Orders that are not based on current prices or prices that have been separately negotiated and confirmed in writing will not be accepted. The description and price of products and services purchased online shall be charged at the price at that time advertised.
9. PAYMENT POLICY
9.1 Unless specified at the point of purchase to the contrary, Vital Partnerships’ invoices for any products and services shall be due for payment within the number of days specified on the invoice and calculated from the date of invoice. Vital Partnerships reserves the right to charge for costs and expenses incurred in recovering late payments, and to charge interest on overdue accounts at the rate in force pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 as at the due date.
9.2 Users shall pay all amounts due to Vital Partnerships in full without any deduction or withholding except as required by law and users shall not be entitled to assert any credit, set-off or counterclaim against Vital Partnerships in order to justify withholding payment of any such amount in whole or in part. Vital Partnerships may, without limiting its other rights or remedies, set off any amount owing to it by a user against any amount payable by Vital Partnerships to such user.
10. GENERAL NOTES
10.1 Dependence on Vital Partnerships’ Products and Services
The contents of Vital Partnerships’ products and services do not constitute advice and should not be relied upon in taking, or refraining from taking, any decision or action. Under no circumstances shall Vital Partnerships be liable for direct, indirect or incidental damage resulting from your use of information, commentary, advice, other content to be found on the website, similarly, wheresoever and by whomsoever. You agree to indemnify Vital Partnerships against any actions, claims, proceedings or liabilities arising from your use of Vital Partnerships’ products and services.
10.2 Data Protection
Vital Partnerships may use personal information which it holds in respect of its users to provide for credit control and market research purposes and to inform users about products and services, legal developments, training sessions or events which Vital Partnerships believes to be of interest to users.
Vital Partnerships is registered under the UK’s Data Protection Act and is committed to compliance with the terms and conditions of the said Act. Each client user has exclusive use of a dedicated ‘microsite’ and thereby is deemed to have total control over the data obtained by participation in Vital Partnerships’ profiling systems. The user is also deemed to be responsible for all liabilities in respect of personal data provided by participants under that user’s direction. If there is a demand for data derived from activities by a user, Vital Partnerships will only supply such data against a written proposal of required use and with the express consent of the user provider in writing.
10.4 Force Majeure
If by reason of labour dispute, strikes, inability to obtain labour or materials, fire or other action of the elements, accidents, power or telecommunications failure, customs delays, governmental restrictions or appropriation of other causes beyond the control of a party is such that Vital Partnerships is unable to perform in whole or in part its obligations set forth in these terms, then Vital Partnerships shall be relieved of any obligations to the extent it is hereby unable to perform, and such inability to perform shall not make Vital Partnerships liable to any other party.
10.5 Transfer of Rights
(a) Vital Partnerships may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under these terms and conditions and may subcontract or delegate in any manner any or all of its obligations under these terms and conditions to any third party or agent.
(b) Users shall not, without the prior written consent of Vital Partnerships, assign, transfer, charge, subcontract, or deal in any other manner with all or any of their rights or obligations under these terms and conditions.
10.6 These terms and conditions may be varied by Vital Partnerships from time to time. Such revised terms will apply from the date of publication. Users should check the terms and conditions regularly to ensure familiarity with the current version.
10.7 These terms and conditions contain the whole agreement between the parties relating to its subject matter and supersede all prior discussions, arrangements or agreements that might have taken place in relation to terms and conditions of engagement.
10.8 The Contracts (Rights of Third Parties) Act 1999 shall not apply to these terms and conditions and no third party will have any right to enforce or rely on any provision of these terms and conditions.
10.9 If any court or competent authority finds that any provision of these terms and conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these terms and conditions shall not be affected.
10.10 Nothing in these terms and conditions is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between Vital Partnerships and users, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
10.11 Unless otherwise agreed, no delay, act or omission by a party in exercising right or remedy will be deemed a waiver of that, or any other, right or remedy.
11. GOVERNING LAW AND JURISDICTION
These terms and conditions shall be construed in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the English courts.