1. Agreement to Terms and Conditions
1.1 Our website (including "AdviserPlus SME Service'") is owned by us (the "Website") and the related human resources services detailed in paragraph 2 are provided by us (the "Services"). Further details of the Services which are available to you are set out in your subscription ("Subscription"). References to ‘we', ‘us' or ‘our' are references to AdviserPlus Business Solutions Limited. We're a company registered in England and Wales (company number 04222727), our VAT number is 294 7804 58. Our registered office and address for correspondence is: AdviserPlus Business Solutions Limited, Woodcourt, Riverside Park, Southwood Road, Bromborough, Wirral, CH62 3QX.
1.2 Your use of our Website and receipt of our Services are at all times subject to these Terms and Conditions. References to ‘you' and ‘your' are references to the user of the Website and/or the receiver of the Services. By using our Website, receiving our Services or downloading any materials from our Website you agree to the Terms and Conditions set out below. If you don't agree to these Terms and Conditions you must stop using the Website and receiving the Services immediately and remove them from any devices.
1.3 We reserve the right, from time to time - with or without notice to you - to change these Terms and Conditions at our sole discretion. The Terms and Conditions applicable to your access to and use of our Website and Services will be the version you review at each date you access the Website. Your use of the Website after changes are made means that you agree to be bound by such changes.
1.4 These Terms and Conditions should be read in conjunction with your Subscription and these Terms and Conditions only apply to those elements of the Services which you have subscribed for. Your Subscription will be either "Gold", "Silver" or "Bronze".
1.5 Depending upon your Subscription, we may restrict access to certain features, parts or content of the Website and Services.
2. What certain words in these Terms and Conditions meanThe following words have specific meanings in these Terms and Conditions: "Advice and Information" means the advice, recommendations and other information provided as part of the Services however we deliver it to you (whether written or oral, in paper form or electronic and whether or not generated by electronic means). "Case Viewer" means the secure case management tool through which you will be able to access written Advice and Information. "Documents" and "Materials" means those documents and materials (respectively) provided as part of the Services, whether in paper or electronic medium. "Email" means (where it forms part of your Subscription) any and all support provided as part of the Services by email. "Advice Line" means (where it forms part of your Subscription) the telephone helpline available as part of the Services.
3. Details of the Services
3.1 Advice Line support. If you are entitled to receive Advice Line as part of your Subscription, we will provide it between the hours detailed in your Subscription on week days (other than on public holidays in England) unless your Subscription entitles you to 24/7 Advice Line support in which case we will provide it 24 hours a day, 7 days a week (other than on public holidays in England).
3.2 We will use our reasonable endeavours to ensure that:
(a) Documents and the Materials are prepared and maintained with reasonable care and skill;
(b) the Advice and Information is prepared and maintained with reasonable care and skill and, to the extent that it is provided as a result of your use of the Case Viewer, Advice Line or Email, is provided having regard to the nature of the problem and the information provided by you; and
(c) changes in the law are monitored and reasonable efforts are made to ensure that the Documents and the Materials and the Advice and Information are kept up to date.
4. Disclaimers to be aware of
4.1 The Documents are standard form documents and as such may not be suitable for the use you intend. There may be facts that have a significant and disproportionate effect on your legal position but are not addressed by standard form documents. Consequently the Documents should be used as general drafting guides only and may need to be amended or supplemented in accordance with professional legal advice.
4.2 The laws applicable to the Services are the laws of England and Wales, Scotland and Northern Ireland (as are applicable to your Subscription). These Services are unsuitable for use outside England, Wales, Scotland and Northern Ireland.
4.3 The Services cannot take into account all individual circumstances so, save as advised by the Advice Line, cannot provide specific advice, such as whether you should enter a particular legal agreement or how a particular event will affect your legal position. If you are unsure about whether to use a particular Document or how such Advice and Information might affect you, we recommend you call the Advice Line (if you are entitled to do so as part of your Subscription) and then seek your own professional legal advice if necessary. If you sign any Document and use it or rely on any Advice and Information without first calling the Advice Line (if you are entitled to do so as part of your Subscription) and without obtaining professional legal advice if advised to do so or if it is otherwise reasonable to do so, you do so entirely at your own risk. If you are re-using any Document or relying on any Advice and Information you have used or relied upon previously, you should, in addition to seeking your own professional legal advice, check the Website to verify whether the Document and/or Advice and Information has been amended and/or any related Materials updated.
5. Use of the Website and Services
5.1 All content of the Website and Services is our property. Except as may be permitted by law, you may not reproduce, modify, copy, de-compile or reverse engineer any of the Documents, Materials, software or content on the Website without our written permission.
5.2 It is your responsibility to ensure your device system meets all the necessary technical specifications to enable you to use the Website and receive the Services.
5.3 You may permit the named user(s) approved by us and paid for by you, to access and use the Website and Services for your own internal business purposes, for the period of your Subscription, so long as you continue to pay the appropriate subscription fees in accordance with our invoice terms.
5.4 In addition to any other right or remedy available to us, we may suspend your ability to use the Website and/or Services without giving you a refund, if we reasonably suspect you are using the Website and/or Services to provide advice to any third party without our written consent and/or without paying the appropriate subscription fees.
5.5 If you have downloaded a Document, we grant you a non-exclusive, non-transferable licence for the period of your Subscription to:
(a) view that Document and make such number of copies of the Document as are reasonably required in connection with the review, negotiation, modification and signing of that Document or a modified version thereof by the parties;
(b) modify that Document; and
(c) provide copies of that Document to parties signing that Document and their legal advisors, provided you do not remove or modify any copyright, notices, trade marks or other proprietary notices.
5.6 The licences granted in paragraphs 5.3 and 5.5 are subject to the condition that you use the Website, Services and any other contents of the Website and Services strictly in accordance with these Terms and Conditions, all relevant documentation and all applicable laws and regulations and for lawful purposes only.
6. Limits on using the Services
6.1 All uses of the Services (including your access to the Website and Case Viewer), the Documents, the Materials and any other content of the Website that are not expressly permitted by paragraph 5 above are prohibited (unless we agree otherwise in writing). These prohibited uses include (without limitation):
(a) any re-use of the Services or distribution of the product of the Services other than as specifically permitted by us in writing; and
(b) any publication, posting, transmission, display, modification of or creation of derivative works from the product of the Services; and
(c) any sale, licensing, rental, distribution, publication, posting, framing, transmission, display or reverse engineering of or creation of derivative works from the Documents, the Materials, the contents of the Website or any other product of the Services; and
(d) any attempt to amend the content of Case Viewer or the Website.
6.2 We make reasonable efforts to ensure that the Website and Case Viewer and their computer server are virus-free but cannot guarantee that this is the case. We recommend that you use virus protection software. You are responsible for the entire cost of any service, repairs or corrections required by you as a result of your use of the Website and/or Case Viewer. We cannot guarantee that the Website and/or Case Viewer (including its contents) will be compatible with your browser or computer configuration or that your access to the Website and/or Case Viewer will be uninterrupted, because this is beyond our control.
6.3 The Website may also include links to other websites which we don't control. These links are provided for your convenience to provide additional information. They do not signify that we endorse the website(s). We have no responsibility for the content, privacy policies or operation of such linked website(s), or for anything provided (or not provided) by the third parties controlling such linked websites.7. Intellectual property rights
All intellectual property rights in or relating to the Services and the Website (including our text, graphics, software, photographs and other images, videos, sound, trademarks and logos) are owned by us or our licensors. Except where you are given a non-exclusive licence to use the intellectual property rights that you need to enable you to use the Services and/or the Website in accordance with these Terms and Conditions, you are not given any rights in respect of the intellectual property rights owned by us or our licensors and you acknowledge and agree that you do not acquire any ownership of, or other rights in relation to, any such intellectual property rights by virtue of using the Services and/or the Website.
9. Our liability and responsibility to you if something goes wrong
9.1 We accept no liability for the Services we provide to you if you fail to follow the advice provided promptly and/or if you fail to provide us with all facts relevant to the issue that is the subject of the Advice and Information provided as a result of your use of the Advice Line or Email. If we have permitted you to use any of the Services to support your clients, you acknowledge that nothing in this agreement creates a contractual relationship between us and any client of yours, and that we have no liability whatsoever to you if you fail to ensure that any Advice and Information we provide to you is provided promptly to your client and/or if your client fails to follow the Advice and Information provided promptly and/or you fail to provide us with all facts relevant to the issue that is the subject of the Advice and Information resulting from your use of the Advice Line or Email. In addition, we have no liability at all to you if you fail to abide by these Terms and Conditions.
9.2 Subject to paragraph 9.5, we will not in any circumstances be liable to you for any of the following types of loss arising from your use of or inability to use the Services and/or the Website, (a) indirect or consequential loss (b) loss of business or profits or anticipated savings, loss or corruption of data, loss caused by a virus, loss of or damage to property, claims of third parties, fines or penalties levied by any taxing or other authority or any other similar or analogous loss or damage, in each case whether arising directly or indirectly.
9.3 Our liability (including that our affiliates and suppliers) to you in respect of losses or damages arising directly or indirectly from your use of or inability to use the Services and/or the Website or any part of them, irrespective of whether such loss or damage is based on contract, tort (including negligence) or otherwise, shall not exceed the following amounts:
(a) Where you have a Gold subscription £100,000 per claim;
(b) Where you have a Silver subscription £50,000 per claim; and
(c) Where you have a Bronze subscription £20,000 per claim.
9.4 You will not bring any claim in respect of any loss against any of our staff members personally, but this will not limit or exclude our liability for the acts or omissions of our staff members.
9.5 Nothing in these Terms and Conditions limits our liability in relation to death or personal injury caused by our negligence, or for fraud, or limits our liability for any matter which may not be excluded by law.
10. Suspending or withdrawing your access to the Case Viewer and/or Website
Operation of Case Viewer and/or the Website may be suspended from time to time, whether for maintenance or repairs or other reasons. We may also terminate your access to Case Viewer and/or the Website at any time upon one working days' notice to you by email or by withdrawing Case Viewer and/or the Website, in which case your subscription will terminate.
11. How you or we may end your Subscription
11.1 You may terminate your Subcription at any time by notifying us in writing. We may terminate your Subscription at any time as provided for in pargraph 11.3. In these circumstances there will be no refund of the subscription fee, and if you make payments by periodic payment (for example direct debit), the whole outstanding sum will become immediately due and payable.
11.2 We may terminate your Subscription by giving you thirty days' written notice at any time. If we do so, we will refund to you such pro rata amount of the subscription fee as relates to the period from the date of expiry of our written notice to the end of the period of your Subscription.
11.3 We may terminate your Subscription immediately and without refund if you:
(a) commit a material or persistent breach of these Terms and Conditions and, if that breach can be rectified, do not rectify it within fourteen days of written notice of the breach by us; or
(b) fail to pay any amount you owe us within seven days of the due date whether under these Terms and Conditions or any other contract with us; or
(c) are in breach of any other contractual obligation to us; or
(d) are unable to pay your debts (within the meaning of section 123 of the Insolvency Act 1986) or you become insolvent, bankrupt or cease to exist (including if a partnership, you are dissolved), or an order is made or a resolution passed for your liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of your assets you enter into or proposes any composition or arrangement with your creditors generally or papers are filed at court seeking a moratorium in respect of you under Schedule A1 of the Insolvency Act 2000, or you cease to trade, or similar circumstances occur to you in any jurisdiction.
12. Applicable law
Your use of our Services and/or Website is governed by these Terms and Conditions and construed and enforced in accordance with the laws of England and Wales. Disputes arising from your use of our Services and/or Website are subject to the non-exclusive jurisdiction of the courts of England and Wales.
13. Assignment by us
You agree that we may assign any of our rights and/or transfer, sub-contract or delegate any of our obligations under these Terms and Conditions. These Terms and Conditions are personal to you and you may not assign any of your rights or transfer, sub-contract or delegate any of your obligations under these Terms and Conditions.
14. No waiver
If we delay exercising, or fail to exercise or enforce any right available to us under these Terms and Conditions, such delay or failure does not constitute a waiver of that right or any other rights under these Terms and Conditions.
15. Force majeure
We will not be liable to you for any lack of performance, or the unavailability or failure, of our Services and/or Website, or for any failure by us to comply with these Terms and Conditions, where such lack, unavailability or failure arises from any cause reasonably beyond our control.
16. Third party rights
16.1 Nothing in these Terms and Conditions confers on any third party any benefits under the provisions of the Contracts (Rights of Third Parties) Act 1999.
16.2 We may perform any of our obligations or exercise any of our rights ourselves or through any third party provider.
17. Contacting us
Please submit any questions you have about these Terms and Conditions by email to email@example.com, or write to us at the address set out in paragraph 1.1.