PATHFINDER4 TERMS AND CONDITIONS
Valid from 15th September 2017
1.1 These terms and conditions (T&Cs) are entered into between (i) you, as defined in the Membership Details (defined below) and (ii) your company as defined in your online application form. References to ‘we’, ‘us’ or ‘our’ relate to PATHFINDER4 LIMITED, a company registered in England and Wales under number 10267577 whose registered office is at 71-75 Shelton Street, Covent Garden, London, WC2H9JQ. References to ‘you’ and ‘your’ relate to the person set out in the membership details provided by you, which includes any financial details provided to us (“Membership Details”).
1.2 By entering into this relationship you are confirming that this is a ‘business’ relationship and that you are using the membership as a person in business.
1.4 This membership programme (“Membership programme”) provides you with the services set out in the Membership Details. This Agreement relates to the granting of membership access (the “Membership”) upon the terms and conditions set out in herein.
1.5 Online services available via PathFinder4.com are as seen and subject to alteration and enhancement as seen fit by PathFinder4 in order to facilitate the
2. Term & Termination
2.1 You are deemed to have accepted this Agreement on the earlier of the date you (i) accept the terms and conditions and the offer on the online application form or (ii) make a payment to us for the Membership programme or (iii) use any benefits of the Membership programme (“Commencement Date”), whether or not you have made a payment in whole or in part, and (unless terminated within the Cancellation Period in accordance with clause 4 below) will continue for no less than 12 months from the Commencement Date (“Membership Term”).
2.2 Following the Membership Term, this Agreement will continue in full force unless and until the end of the Membership programme or cancelled in accordance with the clause below.
2.3 We can terminate this Agreement, including access to the membership immediately if you:
(a) commit a material breach of your obligations under this Agreement; or
(b) fail to make pay any amount due under the Contract on the due date for payment; or
(c) are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
(d) enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
(e) convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
3.1 The fee and payment terms for the Membership are as shown in the Offer Email sent to you with your user name and password. Payment is by Bank Transfer only.
3.2 If we do not receive a payment on any date on which it is due we may immediately suspend your Membership (including access to the membership benefits) until payment is received.
3.3 Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 10% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
3.4 All payments due under this Agreement must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
3.5 Receipts for payment will be issued by us only at your request.
3.6 All payments must be made in British Pounds unless otherwise agreed in writing between us.
3.7 VAT will be applied according to the laws in place in the UK at the time of invoice.
4. Refunds and cancellation
4.1 You may cancel Your Membership by writing to us at the email address set out in the Offer Email within 14 days of the Commencement Dates (the “Cancellation Period”).
4.2 If you cancel within the Cancellation Period, we will refund you the total amount you have paid to us
4.3 If you chose to cancel your Membership outside of the Cancellation Period, then no refund is available.
4.4 For the benefit of all of our clients, we reserve the right to request that you leave the Membership at any time. In such case we do not need to specify a reason.
4.5 Upon cancellation of the Agreement by us, you shall pay any outstanding amounts payable to us in accordance with this Agreement, including any payments due for the Membership up until the termination. Dates, times and locations
4.6 The dates, times and locations of meetings of members, are fixed by us and notified to you by email or on the PathFinder4 website at PathFinder4.com. It is your responsibilityto register for meetings of members and no alternative or replacement dates, times or locations are available.
4.7 Except in relation to clauses 4.1 and 4.2, no refunds will be made or credit provided in whole or in part, including refunds for missed, cancelled, unused or rearranged Membership or meetings of members.
4.8 If an event occurs outside our reasonable control, which may include, but is not limited to the unavailability of key personnel, unavailability of the website or services thereon, or key materials (without which we cannot provide the membership or a meetings of members) we will notify you by email or by notice on PathFinder4.com as soon as practically possible. In such an instance, we will not be liable to you for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond our reasonable control. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under this Agreement.
5. Changes to your payment details
Changes to your payment details must be made in writing to the email address set out in the Offer Email no later than 5 days prior to your scheduled payment date. We will not be responsible for any charges or penalties charged to you by third parties as a result of default of payment.
6. Status and limitation of liability
By entering into this Agreement, you acknowledge and agree that:
6.1 Any information, mentoring or guidance provided by us (or any person representing us) is not intended to be personal or specific to you and is not intended to constitute ‘advice’;
6.2 To the maximum extent permitted by law, any implied terms and warranties are excluded (including those implied by trade, custom, practice or course of dealing);
6.3 You have not relied on any statement, promise or representation made or given by or on our behalf;
6.4 To the maximum extent permitted by law, our aggregate liability arising out of or related to the Membership or this Agreement, whether in contract, personal injury, damage to belongings or otherwise shall not exceed the amounts actually paid by you under this Agreement during the Membership;
6.5 To the maximum extent permitted by law, we will not be liable to you in any way for:
(a) any indirect, special, or consequential loss, damage, expense, cost, loss of income, business, data, goodwill or profits, or for any loss or damage that was not reasonably foreseeable by us at the time you entered into this Agreement, including any business interruption, third party claims, changes to the Membership or cancellation;
(b) any event that we cannot reasonably control and which would have been unavoidable (despite reasonable commercial efforts to prevent the event happening) or resulting from us complying with any relevant requirement under any law or regulation to which we are subject
6.6 except for actions for breach of intellectual property rights (clause 7) or confidential information and privacy (clause 8) or the indemnity (clause 6.9) no action (regardless of form) arising out of this Agreement may be commenced by either party more than one year after the cause of action accrued; and
6.7 Nothing in this Agreement shall be taken to exclude any liability of either party for death or personal injury caused by its negligence or any fraudulent misrepresentation.
6.8 You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
6.9 Nothing in this Agreement shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.
6.10 All contracts and terms between PathFinder4 members for the provision of goods and/or services between such members shall be the sole responsibility of those members. This includes, but is not restricted to, any agreements on intellectual property, payment terms, confidentiality, privacy and professional indemnity. PathFinder4 accepts no responsibility for the provision of such products and services between members.