Terms and Conditions of Scouting4talent
These terms and conditions are the contract between you and Scouting4talent (“us”, “we”, etc). By visiting or using Our Website, or signing up for our Services, you agree to be bound by them.
We are Souting4talent.com , a company registered in United Kingdom,.
Registerd Address available upon request.
You are: Anyone who uses Our Website or the Services that we provide.
It is a Requirement that you must be at least 13 years old to use this site and all the services offered. If you do not meet this criteria you will have to gain the permission of your legal Guardian to use this site, By continuing to create a membership you acknowledge you are aware of these terms and have gained the permission from your legal guardian to use this site and all services available
Please read this agreement carefully and save it. If you do not agree with it, you should leave Our Website and stop using the site or the Services immediately.
These are the agreed terms
“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.
“Contribution” means Content Posted by you.
“Intellectual Property” means intellectual property owned by us, of every sort, whether or not registered or registrable in any country, including intellectual property of kinds coming into existence after today; and including, among others, patents, trademarks, unregistered marks, designs, copyrights, software, domain names, discoveries, creations and inventions, together with all rights which are derived from those rights.
“Our Website” means any website or service designed for electronic access by mobile or fixed devices which is owned or operated by us Scouting4talent limited. It includes all of the hardware and software installations that enable Our Website to function.
“Post” means place on or into Our Website any Content or material of any sort by any means.
“Services” means all of the services available from Our Website.
“Visitor” means anyone who visits Our Website.
In this agreement unless the context otherwise requires:
2.1 a reference to a person includes a human individual, a corporate entity and any organisation which is managed or controlled as a unit.
2.2 a reference to a person includes reference to that person’s successors, legal representatives, permitted assigns and any person to whom rights and obligations are transferred or pass as a result of a merger, division, reconstruction or other re-organisation involving that person.
2.3 in the context of permission, “may not” in connection with an action of yours, means “must not”.
2.4 the headings to the paragraphs and schedules (if any) to this agreement are inserted for convenience only and do not affect the interpretation.
2.5 any agreement by any party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing;
2.6 [except where stated otherwise,] any obligation of any person arising from this agreement may be performed by any other person;
2.7 the words “without limitation” shall be deemed to follow any use of the words “include” or “including” herein.
2.8 a reference to an act or regulation includes new law of substantially the same intent as the act or regulation referred to.
2.9 this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail.
3 Basis of Contract
3.1 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.
3.2 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.
3.3 Subject to these terms and conditions, we agree to provide to you some or all of the Services described on Our Website.
3.4 So far as we allow use of our Intellectual Property, we grant a licence to you, limited to the terms set out in this agreement.
3.5 We may change this agreement and / or the way we provide the Services, at any time. If we do:
3.5.1 the change will take effect when we Post it on Our Website.
3.5.2 you agree to be bound by any changes. If you do not agree to be bound by them, you should not use Our Website or the Services.
4 How we handle your data
4.2 If you Post a Contribution to any public area of Our Website it becomes available to all the World. We have no control over who sees it nor what anyone does with it.
4.3 Restricted information may also be available to all the World, subject only to a user joining as a member. It is important that material you Post is accurate and complete, but you should avoid Posting unnecessary confidential information.
4.4 We need the freedom to be able to publicise our Services and your own use of them. You therefore now irrevocably grant to us the right and licence to edit, copy, publish, distribute, translate and otherwise use any Contribution that you place on Our Website, throughout the World and in any medium. You represent and warrant that you are authorised to grant all such rights.
4.5 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.
4.6 You agree to waive your right to be identified as the author and your right to object to derogatory treatment of your Contribution as provided in the Copyright, Designs and Patents Act 1988 s80.
4.7 [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.]
4.8 Posting a contribution 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.
4.9 You understand that you are personally responsible for your breach of intellectual property rights, defamation, or any law, which may occur as a result of any Contribution having been Posted by you;
4.10 You accept all risk and responsibility for determining whether any Contribution is in the public domain and not confidential.
4.11 Please notify us of any security breach or unauthorised use of your account.
4.12 [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 in the sub paragraphs above.]
5 Restrictions on what you may Post to Our Website
We invite you to Contribute Content to Our Website in several ways and for different purposes. We have to regulate your use of Our Website to protect our business and our staff, to protect other users of Our Website and to comply with the law. These provisions apply to all users of Our Website.
We do not undertake to moderate or check every item Posted, but we do protect our business vigorously. If we believe Content Posted breaches the law, we shall co-operate fully with the law enforcement authorities in whatever ways we can.
You agree that you will not use or allow anyone else to use Our Website to Post a Contribution, upload Content or undertake any activity which is or may:
5.1 be unlawful, or tend to incite another person to commit a crime;
5.2 consist in commercial audio, video or music files;
5.3 be obscene, offensive, threatening, violent, malicious or defamatory;
5.4 be sexually explicit or pornographic;
5.5 promote discrimination or animosity to any person on grounds of gender, race, religion, nationality, disability, sexual orientation or age;
5.6 be likely to harass, intimidate, bully, upset, embarrass, alarm, annoy any other person;
5.7 be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person;
5.8 give the impression that it emanates from us or that you are connected with us or that we have endorsed you or your business;
5.9 post a Contribution on behalf of some other person, or impersonate another person;
5.10 request or collect passwords or other personal information from another user without his permission, nor Post any unnecessary personal information about yourself;
5.11 be used to sell any goods or services or for any other commercial use not intended by us, for yourself or for any other person. Examples are: sending private messages with a commercial purpose, or collecting information with the intention of passing it to a third party for his commercial use;
5.12 facilitate the provision of unauthorised copies of another person’s copyright work;
5.13 link to any of the material specified in this paragraph;
5.14 promote or endorse illegal activities, or provide instructions or information about illegal activities or other activities prohibited by these terms. Examples are: making or buying illegal weapons, stalking; providing computer viruses or distributing pirated media;
5.15 bulk sending of unsolicited messages, or the sending of unsolicited messages which provoke complaints from recipients;
5.16 use distribution lists that include people who have not given specific permission to be included in such distribution process;
5.17 post excessive or repeated off-topic messages to any forum or group;
5.18 send age-inappropriate communications or Content to anyone under the age of .
6 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:
6.1 hyperlinks, other than those specifically authorised by us;
6.2 keywords or words repeated, which are irrelevant to the Content Posted.
6.3 the name, logo or trademark of any organisation other than that of you or your client.
6.4 inaccurate, false, or misleading information;
6.5 material or links to material that exploits people in a sexual, violent or other manner, or solicits personal information from anyone under 18 years old.
7 Removal of offensive Content
7.1 For the avoidance of doubt, this paragraph is addressed to any person who comes on Our Website for any purpose.
7.2 We are under no obligation to monitor or record the activity of any user of Our website 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.
7.3 If you are offended by any Content, the following procedure applies:
7.3.1 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.
7.3.2 we shall remove the offending Content as soon as we are reasonably able;
7.3.3 after we receive notice of a claim or complaint, we shall investigate so far as we alone decide;
7.3.4 we may re-instate the Content about which you have complained or not.
7.4 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.
7.5 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.
8 Security of Our Website
We may, at our discretion, give you permission to access Our Website for the purpose of Posting or uploading a Contribution or Content of some sort. We may read, assess, review or moderate any Contribution or Content Posted on Our Website. If we do, we need not notify you or give you a reason.
If you violate Our Website or use it unlawfully or immorally, we will take the strongest action against you that we can. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. Your action may also be unlawful in other countries, where you may accordingly be subject to extradition and criminal proceedings.
You now agree that you will not, and will not allow any other person to:
8.1 modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it.
8.2 link to our site 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;
8.3 download any part of Our Website, without our express written consent;
8.4 collect or use any information obtained from or about Our Website or the Content except as intended by this agreement;
8.5 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;
8.6 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;
8.7 use Our Website to hack into the computer of any other person or make contact with any other computer;
8.8 make available or upload files that contain software or other material, data or information not owned or licensed to you, including pirated computer programs, pirated music or other media or links to any such files;
8.9 make available, upload or distribute by any means any material or files that contain any viruses, bugs, corrupt data, “Trojan horses”, “worms” or any other harmful software;
8.10 upload or republish any part of our Content on any Internet, intranet or extranet site.
8.11 hide or remove the banner advertisements on any page of Our Website;
8.12 share with a third party any login credentials to Our Website;
8.13 use on Our Website software which assists in:
8.13.1 data mining, extraction or collection;
8.13.2 emulating, phreaking, hacking, password cracking, IP spoofing or over-loading Our Website;
8.13.3 “framing”, inserting pop-up windows, interstitial pages or advertisements, or similar techniques.
8.13.4 performing any automated operation;
8.14 Despite the above terms, we now grant a licence to you to:
8.14.1 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.
8.14.2 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.
9 Storage of data
9.1 We may, from time to time, set a limit on the number of messages you may send, store, or receive through the Services. We may delete messages in excess of that limit. We shall give you notice of any change to your limit, except in an emergency.
9.2 We assume no responsibility for the deletion or failure to store or deliver email or other messages.
9.3 You accept that we cannot be liable to you for any such deletion or failure to deliver to you.
9.4 We maintain reasonable procedures for general backup of data for our own purposes but we give no warranty that your data will be saved or backed up in any particular circumstances unless we have made specific contractual arrangements with you in writing.
10.1 We may terminate this agreement at any time, for any reason, with immediate effect by sending you notice to that effect by post or email.
10.2 Termination by either party shall have the following effects:
10.2.1 your right to use the Services immediately ceases;
10.2.2 we are under no obligation to forward any unread or unsent messages to you or any third party;
11 Intellectual Property
You agree that at all times you will:
11.1 not do anything which does or might reduce the value of our Intellectual Property or challenge our ownership of it.
11.2 notify us of any suspected infringement of the Intellectual Property;
11.3 so far as concerns software provided or made accessible by us to you, you will not:
11.3.1 copy, or make any change to any part of its code;
11.3.2 use it in any way not anticipated by this agreement;
11.3.3 give access to it to any other person than you, the licensee in this agreement;
11.3.4 in any way provide any information about it to any other person or generally.
11.4 not use the Intellectual Property except directly as intended by this agreement or in our interest.
12 Disclaimers and limitation of liability
12.1 The law differs from one country to another. This paragraph applies so far as the applicable law allows.
12.2 All implied conditions, warranties and terms are excluded from this agreement.
12.3 The Site includes Content Posted by third parties. We are not responsible for any such Posting. If you come across any Content which offends against this document, please contact us [via the “Contact us” page on Our Website].
12.4 You are advised that Content may include technical inaccuracies or typographical errors. This is inevitable in any large website. We would be grateful if you bring to our immediate attention, any that you find.
12.5 The Site contains links to other Internet websites. We have neither power nor control over any such website. 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 or from your buying services or goods via such a website..
12.6 The Scouting4talent.com website and Scouting4talent Services are provided “as is”. We make no representation or warranty that Services will be:
12.6.1 useful to you;
12.6.2 of satisfactory quality;
12.6.3 fit for a particular purpose;
12.6.4 available or accessible, without interruption, or without error.
12.7 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.
12.8 We accept no responsibility for:
12.8.1 privacy of any transmission;
12.8.2 third party advertisements which are posted on Our Website or through the Services;
12.8.3 the conduct, whether online or offline, of any user of Our Website or the Services;
12.8.4 failure or malfunction of computer hardware or software or technical equipment or system connected directly or indirectly to your use of the Services.
12.8.5 loss or damage resulting from your attendance at an event organised through Our Website or the Services;
12.8.6 We accept no responsibility for any “post”, “content”, “contribution”, or “intellectual property” posted by any user onto our website that may arise in a Third Party organisation bringing legal Proceedings against Scouting4talent, Any such legal Proceedings Brought against Scouting4talent should be redirected to the user who originally posted the Material.
12.9 You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 12 month period for the Services concerned.
Leave next sub para in place too
12.10 Except in the case of death or personal injury, our total liability under this agreement, however it arises, shall not exceed the sum of [£100].
12.11 We shall not be liable to you for any loss or expense which is:
12.11.1 indirect or consequential loss; or
12.11.2 economic loss or other loss of turnover, profits, business or goodwill even if such loss was reasonably foreseeable or we knew you might incur it.
12.12 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 ourselves.
12.13 Nothing in this agreement shall be construed as limiting or excluding our liability for death or personal injury caused by our negligence.
13 You indemnify us
You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:
13.1 your failure to comply with the law of any country;
13.2 your breach of this agreement;
13.3 any act, neglect or default by any agent, employee, licensee or customer of yours;
13.4 a contractual claim arising from your use of the Services
13.5 any content you place on your website;
13.6 any Content you Post to Our Website;
13.7 any data you send or upload to Our Website for storage or any other purpose;
13.8 a breach of the intellectual property rights of any person;
13.9 your failure to conform to any relevant Internet protocol;
13.10 the Posting by any third party with or without your knowledge of any material on your website;
13.11 any action taken or omitted by any third party in relation to your website;
13.12 any use of your website for a purpose forbidden by this agreement;
and for the purpose of this paragraph you agree that the cost of our management and technical time is properly recoverable and can reasonably be valued at £ [100.00] per hour without further proof.
14 Miscellaneous matters
14.1 You undertake to provide to us your current land address, e-mail address, telephone and fax numbers as often as they are changed together with all information that we may require to enable us to fulfil our obligations under this contract.
14.2 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.
14.3 The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.
14.4 If you are in breach of any term of this agreement, we may:
14.4.1 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.
14.4.2 terminate your account and refuse access to Our Website;
14.4.3 remove or edit Content, or cancel any order at our discretion;
14.4.4 issue a claim in any court.
14.5 Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.
14.6 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.
14.7 You agree that we may disclose your information including assigned IP numbers, account history, account use, etc. to any judicial or proper legal authority who makes a written request without further consent or notification to you.
14.8 Any communication to be served on either of the parties by the other shall be delivered by hand or sent by first class post or recorded delivery or by fax or by e-mail.
It shall be deemed to have been delivered:
if delivered by hand: on the day of delivery;
if sent by post to the correct address: within 72 hours of posting;
If sent by fax to the correct number: within 24 hours;
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.
14.9 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.
14.10 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.
14.11 Neither party shall be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond its reasonable control, [including any labour dispute between a party and its employees].
14.12 In the event of any conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.
14.13 Each party shall bear its own legal costs and other costs and expenses arising in connection with the negotiation and drafting of this agreement.
14.14 The validity, construction and performance of this agreement shall be governed by the laws of [England and Wales / Scotland / Northern Ireland] and you agree that any dispute arising from it shall be litigated only in [England and Wales / Scotland / Northern Ireland].
Website terms and conditions template: news, wiki or community site; free-to-access model
1 What does a T&C document do?
A terms and conditions document serves two prime purposes: first, it sets out the terms under which you have agreed to accept business. Everyone can see the details of the contract between you and your contract party can decide whether or not to enter into a contract on these terms. Secondly, the document affirms the legal rights of the parties, so that either can sue the other in court for a breach of these terms. You will hope of course, that by setting out your terms precisely, you will never be in dispute!
2 How much information should I include in my T&C?
Terms and conditions should provide a legal framework. The document should be all-inclusive of the structure of the contract but need not include detail which may change from time to time, such as numeric data. Leave these on your website.
3 Representations on other pages of your site
Note that while the purpose of this document is to set out the terms of the contract with a customer, statements made and information given on your web pages will be regarded by a judge as “representations” which may have induced your customer to enter into a contract with you. You cannot therefore avoid a claim for misrepresentation merely by using your terms and conditions to deny the truth of everything on your website.
4 A legal health warning
We are often asked whether our documents will “hold water” in law. Our documents are drawn to support and protect you, our document buyer. Our priority is to protect you from problems, which include, but are not limited to litigation. Just like any competent solicitor, we slant the terms in your favour, even though there may be occasions when a particular term could be void.
There are many areas where interpretation and nuance are important. To protect you from litigation, we often go to extreme, but in protecting your customer, we take a more relaxed view.
In summary, there are terms where we deliberately over-step what a UK court may decide, knowing that most people do not know what will hold firm and what will not. We do that so as to give you the advantage. That does not mean our drafting is bad or wrong. It means we have given you the strongest document to help protect your business.
5 Why use defined terms?
Just in case you are new to legal agreements: defined terms have the initial letters of the term capitalised so that readers are aware that the meaning of the word or phrase at certain points in the document is “special”.
Terms are defined for three reasons:
• so that you know what technical or obscure phrases mean
• to give a limited meaning to words or phrases which may otherwise have broad meanings
• to enable a necessarily long definition to be given, so that when you come the word in the document, you are spared reading another 50 words of definition.
6 Why are some terms duplicated?
What is valid in one jurisdiction may be invalid in another. So we provide both because if one alternative is void, you may be protected by the other. Disclaimer provisions are a good example.
Terms may also overlap to give you the option of which to choose. For example, if your document lists matters prohibited by you in controlling what is posted to your website, you may decide exactly what you want to leave in place.
7 What you should delete
You will need to tailor this document to suit how your business works. In places, we give you many options. That is because we don’t know exactly how your business works, so we provide for common alternatives.
You may find that several paragraphs simply do not apply to your business. By all means delete them.
There are a number of issues peculiar to any one business that affect the drafting of terms and conditions. Many of the conditions will appear, or not appear, as a matter of management policy. Marketing decisions may dictate that the conditions shall not be too strict.
You may read a provision that you think may turn your potential customers away. You can consider deleting these, but bear in mind that as you do, you rebalance legal protection away from you and towards your customer.
In general, a good rule to follow for commercial provisions is that you shouldn’t delete a provision if you do not understand the reason for inclusion. For legal provisions the similar rule is that you shouldn’t delete the provision unless you understand the legal meaning and the reason for inclusion. In summary, if in doubt, leave it in. The document is well considered and has been drawn by expert draftsmen. Nothing is included here without good reason.
8 Brackets, blue font and changes
Words in square brackets are suggestions for your consideration. Blue markings in the text indicate places where text or figures are for your choice or insertions are required. However, there are also places where you may decide which of two alternative paragraphs you want.
However, for many documents, everything can be changed. The blue markings are merely pointers. Change what you need to change.
When you have edited the document, make sure you read it carefully to check that the text still runs and that the paragraph numbering is correct.
9 Making your terms sound friendlier
You may have read the T&C of a large Internet site and you want yours to flow in the same gentle way, instead of being “legal”. As proponents of plain English, we have a lot of sympathy.
However, the sites that use softer language tend to have very deep pockets and access to the best litigators. They feel safe because the probability of a successful case against them is low, and the result is unlikely to cause a serious amount of damage to their business.
It is much easier to sue a smaller company successfully. If you want to feel as safe, please do not cut corners.
Although their terms and conditions appear to be friendly and even casual, they will have been carefully drawn by expert lawyers, to the point where every word will have been considered, just as we have considered every word in this document. Our advice is: use our words.
10 Make sure it bites
It is essential that your site visitor positively confirms that he agrees to your terms and conditions. If he does not, he is not bound to them.
The usual device for ensuring that a visitor agrees to the terms is a check box at a registration page. If you do use a check box, it is important that it is not pre-checked. It is also essential that you reference your terms and conditions immediately before acceptance. Here is an example:
“I have read and understood [your name]’s terms and conditions, and I agree that they form part of the contract between us.”
A better acceptance device is one that compels the customer to go to a page containing the terms and conditions, and where the confirmation of acceptance is on that same page at the end of the terms. Few sites go to this extent.
Unless your business provides services to children, it is best specifically to exclude people under age 18.
11 If this document is a contract, why are the parties not named?
It is not necessary (although it is safer) for the other to be identified by name. “You” is enough. However, you do have to be accurately identified. Under the Electronic Commerce Regulations, you must clearly state the real name of you or your company, trading address and names of directors. If you are a sole trader, you must disclose your real name as well as any trading name. A domain name alone is not enough. We provide for your business name and address at the beginning of the document.
12 Can I just close the line spacing and put it all in 8 point?
We do not advocate small print or close type. The whole thrust of the Electronic Commerce Regulations and the Unfair Terms in Consumer Contracts Regulations is towards transparency. In any dispute, you will be prejudiced by any failure to “set out your stall” openly.
13 Double check the terms
This template document is intended to form the basis of the appropriate terms for your website. To make it “work” for you, it is essential that you check every sentence and make sure it does apply to what you want from your deals.
Paragraph Specific Notes:
The notes to this document, 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 TechDailyDigest website
But if you do change the defined word, make sure it applies to every use of it in the document. Capital letters are important, so make sure you don’t replace words that don’t have a capital letter by accident.
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.
Leave these items in place unless there is a good reason to edit or remove. Many of them strengthen the framework within which the agreement operates.
3 Basis of contract
Technically, you are granting a licence for use of your content and for any appropriate use of your intellectual property.
Edit these paragraphs as appropriate.
4 How we handle your data
These provisions cover the sensitive issue of how customer data is managed. You should edit these provisions to match the way you operate your business.
5 Restrictions on what you may Post to Our Website
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 an international 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.
6 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.
7 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 subscribers).
8 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.
9 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, but your user will now be unable to extend those rights beyond what you might expect.
Leave this paragraph in place.
11 Intellectual Property
Few business managers appreciate just how much IP is owned by the business. There is an enormous variety of IP rights, from domain names to trade marks. It is sensible to leave these provisions in place, but edit them so that they are appropriate for your business.
12 Disclaimers and limitation of liability
Some of these provisions may be void against a European user. We have given you very strong protection, some of which deliberately oversteps what a Court may decide.
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.
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.
13 You indemnify us
We advise you to leave this provision in place. In fact part may be void under the Unfair Terms in Consumer contracts Regulations. It will not be void against a business owner or a company. Even for consumer clients, it may prevent a claim against you.
14 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. Some are included to strengthen your position generally. Do not delete unless you are quite positive of the legal effect of doing so.