General Terms and Conditions
Memorandum Ltd TERMS AND CONDITIONS OF USE OF THIS WEBSITE PLEASE READ THE FOLLOWING TERMS AND CONDITIONS, THEY FORM A CONTRACT WHICH IS LEGALLY BINDING ON YOU. YOUR ATTENTION IS DRAWN IN PARTICULAR TO THE PROVISIONS OF CLAUSE 8
“Memorandum Ltd" (“we”) is a company registered in England (Company No. 03342150; VAT No. 691611628) and our registered office is at 4 High Street, Berkeley, Gloucestershire, GL13 9BJ.
“Terms for Business Customers" terms and conditions which apply to you if you are a business customer;
“Terms for Personal Customers” terms and conditions which apply to you if you are a personal customer;
“you” as a visitor to the Website.
2.1 Welcome to our website (www.memorandum.co.uk) (the “Website“ or the “site”)
2.3 The following Terms and Conditions will apply when you visit, browse, or use this Website. We ask that you read these Terms and Conditions of Use carefully before you start to use the Website. By using the Website, you indicate that you accept these terms and conditions and that you agree to abide by them. If you do not agree to these terms and conditions, please refrain from using the Website and please do not register as either a Business Customer or a Personal Customer.
3. USING THE WEBSITE
3.1 You may not use this Website for any reason other than browsing and shopping or for placing an order at the Website.
3.2 You agree not to post or transfer to the Website any material which might damage software or hinder the performance of any other parties’ computer system. You agree to indemnify us in respect of liabilities, losses, expenses or other costs whatsoever incurred as a result of a breach of your obligations of this condition including, but not limited to, any claims made against us by any third party.
3.3 In consideration of agreeing to your use of the Website, you acknowledge that the ownership in any intellectual property rights (including for the avoidance of doubt, copyright, database rights and trade marks) in the Website belongs to us or is licensed to us. Accordingly, no part of the Website (or its source code) may be used, transferred, copied or reproduced in whole or in part in any manner other than for the purposes of utilising the Website for the purpose set out in these Terms and Conditions. You may not use any method of systematic retrieval of content from this Website to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual process) without written permission from us.
3.4 You must not modify the paper or digital copies of any materials you have printed 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. Our status as the authors of the material on our site must always be acknowledged.
3.5 You must not use any part of the materials on our site for commercial purposes without obtaining a licence to do so from us or our licensors.
3.7 You may not link the Website to any other website without our express authority in writing. Furthermore we do not make any warranties, representations or undertakings about the content of any other website which may be referred to or accessed via hypertext link with the Website and we do not endorse or approve the content of such third party websites.
3.8 Please be aware that to the extent permitted by law, and except as expressly provided for elsewhere in these terms and conditions, we do not accept liability in respect of your use or reliance on the Website. This does not affect your rights as a consumer in relation to purchases made through the Website.
3.9 We reserve the right to refuse access to the Website, terminate your registration, remove or edit content, from the Website at our discretion.
3.10 We reserve the right to alter the functionalities and features of the Website and to permit or restrict access to certain areas of the Website to you for any reason.
4. YOUR PASSWORD AND ACCOUNT
4.1 You may register with us and create an account by clicking on the login/register link . You are asked to confirm at that stage whether you are purchasing as an individual in your own personal capacity or whether you are purchasing as a business. Whichever option you choose you warrant to us that it is true and accurate.
4.2 You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer to prevent unauthorised access to your account.
4.3 You agree to accept responsibility for all activities that occur under your account or password.
4.4 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.
4.5 Please ensure that the details you provide us with are correct and complete and inform us immediately of any changes to the information that you provided when registering.
4.6 You must not misrepresent your identity
5. THIRD PARTY LINKS AND COMMUNICATIONS
5.1 The content displayed on the review sections of the Website (if any) and any third party advertisements of the Website is provided or posted by third parties (“Third Party Content”). We are not the author of that content, whether contributed by contributors or paid content providers. Neither us nor any of our affiliates, directors, officers or employees has entered into any sales agency relationship with such third party by virtue of our display of the Third Party Content on the Website. Any third party content is the sole responsibility of the party who provided the content. We are not responsible for the accuracy, propriety, lawfulness or truthfulness of any third party content, and shall not be liable to you in connection with your reliance of such Third Party Content.
5.2 We may allow you access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise) to Third Party’s websites. You are advised to read such websites’ terms and conditions and/or privacy policies before using them. You acknowledge that we have no control over third party websites, that we do not monitor such websites, and that we are not responsible or liable to anyone for such websites or for any content, products or services made available on such websites
6. REVIEWS AND UPLOADING MATERIAL TO OUR SITE
6.1 Whenever you make use of a feature that allows you to upload material or contribute a review to our site, you must comply with the content standards set out in condition 7. You warrant that any such contribution does comply with those standards, and you indemnify us for any breach of that warranty.
6.2 Any material or reviews 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 material for any purpose. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
6.3 We will not be responsible, or liable to any third party, for the content or accuracy of any reviews or materials posted by you or any other user of our site.
6.4 We have the right to remove any material or posting you make on our site if, in our opinion, such material does not comply with the content standards set out in condition 7.
6.5 We are under no obligation and do not oversee, monitor or moderate any reviews posted on our site, and we expressly exclude our liability for any loss or damage arising from the use of or reliance on any reviews or material uploaded to our site by third parties.
7. CONTENT STANDARDS
7.1 These content standards apply to any and all material which you contribute to the Website (contributions).
7.2 You must comply with the spirit of the following standards as well as the letter. The standards apply to each part of any contribution as well as to its whole.
7.3 Contributions must:
7.3.1 be accurate (where they state facts).
7.3.2 be genuinely held (where they state opinions).
7.3.3 comply with applicable law in the UK and in any country from which they are posted.
7.4 Contributions must not:
7.4.1 contain any material which is defamatory of any person.
7.4.2 contain any material which is obscene, offensive, hateful or inflammatory.
7.4.3 promote sexually explicit material.
7.4.4 promote violence.
7.4.5 promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
7.4.6 infringe any copyright, database right or trade mark of any other person.
7.4.7 be likely to deceive any person.
7.4.8 be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
7.4.9 promote any illegal activity.
7.4.10 be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety.
7.4.11 be likely to harass, upset, embarrass, alarm or annoy any other person.
7.4.12 be used to impersonate any person, or to misrepresent your identity or affiliation with any person.
7.4.13 give the impression that they emanate from us, if this is not the case.
7.4.14 advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
8. LIMITATION OF LIABILITY - YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION
8.1 This condition 8 sets out our entire liability (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to you in relation to the use of our site in respect of:-
8.1.1 any breach of these Terms & Conditions;
8.1.2 any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms and Conditions.
8.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms and Conditions.
8.3 Nothing in these Conditions limits or excludes our liability:
8.3.1 for death or personal injury resulting from negligence or on the part of Memorandum Ltd or its employees.
8.3.2 for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation on the part of Memorandum Ltd or its employees.
8.4 Subject to condition 8.3 we shall not be liable for:
8.4.1 loss of profits; or
8.4.2 loss of business; or
8.4.3 depletion of goodwill and/or similar losses; or
8.4.4 loss of contract; or
8.4.5 loss of use; or
8.4.6 loss of corruption of data or information (including but not limited to any contributions submitted or posted on the Website); or
8.4.7 any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
8.5 In any event, subject to condition 8.3 our total liability shall be limited to £100.
8.6 This clause 8 does not apply in relation to purchases made through our site. Our liability in respect of the goods and services supplied to you when you make a purchase through our site is dealt with under our Terms for Personal Customers (if you are a Personal Customer) and our Terms for Business Customers (if you are a Business).
9. EVENTS BEYOND OUR REASONABLE CONTROL
We shall not be in breach of these Terms and Conditions nor shall we be liable for any failure or delay in performance of any obligations under these Terms and Conditions arising from or attributable to acts, events, omissions or accidents beyond its reasonable control including but not limited to any of the following:
9.1 acts of God including but not limited to fire, flood, earthquake, wind storm or other natural disaster;
9.2 war, threat or preparation for war, arms conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;
9.3 terrorist attack, civil war, civil commotion or riots;
9.4 nuclear, chemical or biological contamination or sonic boom;
9.5 fire, explosion or accidental damage;
9.6 adverse weather conditions;
9.7 collapse of building structures, failure of plant machinery, machinery, computers or vehicles;
9.8 any labour dispute including but not limited to strikes and lockouts;
9.9 non performance by suppliers or sub-contractors and interruption or failure of utility service including but not limited to electric power, gas or water;
9.10 any loss of internet service, whether in connection with the Website’s server, or the server used by a Contributor or Administrator or user.
10. SUSPENSION AND TERMINATION
10.1 We will determine, in our discretion, whether there has been a breach of our Terms and Conditions through your use of the Website. When a breach has occurred, we may take such action as we deem appropriate.
10.2 Failure to comply with our Terms and Conditions may result in our taking all or any of the following actions:
10.2.1 Immediate, temporary or permanent withdrawal of your right to use the Website.
10.2.2 Immediate, temporary or permanent closure of your account.
10.2.3 Issue of a warning to you.
10.2.4 Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
10.2.5 Further legal action against you.
10.2.6 Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
10.3 In the event your registration is terminated for any reason or you stop using the Website, you agree that conditions 8 and 11 shall remain in full force and effect.
11. GOVERNING LAW AND JURISDICTION
The governing law of these Terms and Conditions is English law and you hereby irrevocably submit to the non- exclusive jurisdiction of the Courts of England. This does not affect your statutory rights as a consumer to bring claims in your local jurisdiction.
12.2 If you are registered as a Business Customer or a Personal Customer we may email you with any changes to the Terms and Conditions.