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Observer Ethical awards Winners 2011

Terms and conditions for company membership

You should keep a copy of these Terms for future reference.

  • 1. Introduction
    • 1.1. This page (together with the documents referred to) tells you the terms and conditions on which we provide membership services (Services) on our website www.yougen.co.uk (our site), the full details of which are set out on our membership page.
    • 1.2. Please read these terms and conditions (these Terms) carefully before completing the membership form. You should understand that by submitting an application form to us, you agree to be bound by these Terms, our Terms of Website Use and our Privacy Policy.
  • 2. Information about us
    • 2.1. www.yougen.co.uk is a site operated by YouGen Ltd (we) of Meadway, Cotford, Sidbury, Sidmouth, Devon, EX10 0SH.
    • 2.2. You are the entity submitting the membership form - a company or organisation which as agrees to be a standard or professional member.
  • 3. How the contract is formed between you and us
    • 3.1. You must insert your business name and email address on the membership form on our site. You must also insert the type of membership (standard or professional) you are requesting. Your membership form constitutes an offer to us to register as a member and to use our Services. If we agree to accept your membership, we will confirm such acceptance to you by e-mail (Acceptance Email). The contract between us (Contract) will only be formed when we send you an Acceptance Email.
    • 3.2. Once you receive Acceptance Email, we will start to provide the Services on our site.
  • 4. Price and Payment
    • 4.1. The prices for membership will be as quoted on our site, except for cases of obvious error. These prices [include] VAT.
    • 4.2. Prices are liable to change at any time, but changes will not affect membership in respect of which we have issued an Acceptance Email.
    • 4.3. Payments must be made by monthly direct debit to our account and the details are set out on the membership form.
    • 4.4. Payment for each calendar month will be taken on the first day of the month.
    • 4.5. In the event of late payment we reserve the right to suspend or terminate your membership. If we do so your profile will be hidden and you will no longer appear in searches.
  • 5. Cancellation and Termination
    • 5.1. We will supply the Services to you from the date you receive the Acceptance Email and the Services will be supplied until terminated in accordance with these Terms.
    • 5.2. You may cancel your membership at any time on providing us with [1] months' prior written notice either by going to the member's area, or by sending us an email. Your profile on YouGen will be removed at the end of the month you cancel.
    • 5.3. We may cancel your membership immediately at any time in the event that you:
      • 5.3.1. commit any serious or repeated breach of any of the provisions of this Contract and, if remediable, fails to remedy such breach within 14 days after receipt of a written notice detailing the breach and requiring it to be remedied; or
      • 5.3.2. receive serious or repeated negative reviews of your service from your customers; or
      • 5.3.3. become insolvent, bankrupt or are unable to pay your debts when they fall due.
    • 5.4 We may cancel your membership at any time, without providing reasons, on providing you with 1 months' prior written notice by sending you an email. Your profile on YouGen will be removed at the end of that month.
  • 6. Your responsibilities
    • 6.1. You warrant that:
      • 6.1.1. You are legally capable of entering into binding contracts;
      • 6.1.2. You have the right to publish the contents of your profile, without infringement of any rights of any third party including intellectual property rights;
      • 6.1.3. You have complied and will comply with the Advertising Standards Authority codes of practice in respect of electronic and on-line advertising, and all other relevant industry codes of practice; and
      • 6.1.4. You will be fully responsible for the terms (including, without limitation, product description, price and compliance with all applicable laws and regulations) of any contract for the sale of goods or services to customers who have seen your profile displayed on our site.
    • 6.2. You agree to indemnify us against any and all expenses, damages and losses of any kind (including reasonable legal fees and costs) incurred in connection with any claims, actual or threatened, or any kind arising from the information that you have published on our site or any material that users can link from your profile on our site.
    • 6.3. You will defend or settle at your own expense any action or other proceeding brought against us that relates to material you have published on our site or any material users can link to from your profile on our site.
  • 7. Content
    • 7.1. You will own all rights, title and interest in and to all of the content and you shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of such content. For the avoidance of doubt, we will not be liable to you for maintaining your content.
    • 7.2. The content added to our site is subject to our [prior] written approval. We reserve the right at all times to reject or remove any content or profiles or URL link from our site, such as content which violates these Terms, the content standards set out in our Terms of Website Use or infringes third party rights.
    • 7.3. You are responsible for keeping the content accurate and up to date, and making any changes required.
  • 8. Code of Conduct
    • You agree to abide by our code of conduct for membership.
  • 9. Intellectual Property Rights
    • 9.1. You agree that we own all right title and interest in and to the Services, including intellectual property rights.
    • 9.2. We agree that you own the intellectual property rights in your content.
    • 9.3. You grant to us, for the duration of this Contract, a non-exclusive, royalty-free licence to use your content and your trade marks for the purposes of us fulfilling our obligations under this Contract.
  • 10. Data protection
    • 10.1. If we process any personal data on your behalf, we agree it is our intention that you will be the data controller, and we will be the data processor and:
      • 10.1.1. You shall ensure that you are entitled to transfer the personal data to us and that we may lawfully process the personal data in accordance with this Contract;
      • 10.1.2. We shall process the personal data in accordance with this Contract and the lawful instructions given by you; and
      • 10.1.3. Each of us shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
    • 10.2. You agree to indemnify us against any and all expenses, damages and losses of any kind (including reasonable legal fees and costs) incurred by us in connection with a breach by you of this clause 10.
      For the purpose of this clause 10, the terms "personal data", "data controller" and "data processor" will have the meanings given to them in the Data Protection Act 1998.
  • 11. Our Liability
    • 11.1. Subject to clause 11.3, if either of us fails to comply with this Contract, neither of us shall be responsible for any losses that the other suffers as a result, except for those losses which we or you could reasonably foresee would result from the failure to comply with this Contract.
    • 11.2. Our liability to you is limited to the amount you have paid us in the previous 12 months.
    • 11.3. Neither of us shall be responsible for losses that result from our failure to comply with this Contract including, but not limited to, loss of income or revenue; loss of business; loss of anticipated savings or loss of data.
    • 11.4. This clause does not exclude or limit in any way our liability for:
      • 11.4.1. death or personal injury caused by our negligence; or
      • 11.4.2. fraud or fraudulent misrepresentation; or
      • 11.4.3. any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability.
  • 12. Interruptions
    • We may have to suspend the services if we have to deal with technical problems, or to make improvements to our site. We will let you know in advance when this occurs, unless the problem is urgent or an emergency.
  • 13. Written communications
    • Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
  • 14. Notices
    • All notices given by you to us must be given to the e-mail address set out in the membership form. Notice will be deemed received immediately when posted on our website or 24 hours after an e-mail is sent. In proving the service of any notice, it will be sufficient to prove, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
  • 15. Transfer of rights and obligations
    • You may not transfer, assign, charge or otherwise dispose of this Contract, or any of your rights or obligations arising under it, without our prior written consent.
  • 16. Events outside our control
    • 16.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).
    • 16.2. Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
  • 17. Our right to vary these terms and conditions
    • 17.1. We have the right to revise and amend these Terms from time to time.
    • 17.2. You will be subject to the policies and terms and conditions in force at the time that you use our Services, unless any change to those policies or these Terms is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these Terms before the Contract is formed (in which case we have the right to assume that you have accepted the change to the terms and conditions).
  • 18. Law and jurisdiction
    • 18.1. Contracts for the provision of Services formed through our site and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law.
    • 18.2. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.