1 DEFINITIONS AND INTERPRETATION
1.1 In these Terms:
Business Directory means the directory of Listed Businesses owned and operated by Practice Solutions from time to time in connection with the Connect4success Programme;
Confidential Information of a party shall mean all information, in whatever form, disclosed, made available by, or otherwise emanating from that party in connection with these Terms. Confidential Information shall not include information which:
- at the time of disclosure is in the public domain;
- after disclosure becomes part of the public domain otherwise than by breach by a party of the provisions of these Terms;
- was already in the possession of the receiving party at the time of disclosure;
- was received by the receiving party after disclosure from a third party who was not required to hold it in confidence; or
- is trivial and/or obvious;
Connect4Success Programme means the foundational economy programme operated by Practice Solutions and further described at https://connect4success.wales/;
Data Protection Laws meansthe Data Protection Act 2018 and all applicable subordinate legislation, statutory instruments and implementing legislation (including without limitation relevant provisions of the European Union (Withdrawal) Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019/419) implementing, modifying, merging or otherwise relating to the General Data Protection Regulation (EU 2016/679) as retained under UK law (UK GDPR) in each case as applicable and in force in the United Kingdom from time to time;
Engagement means each opportunity or potential opportunity for a Listed Business (or other third party) to work with or otherwise be engaged by You for the provision of goods or services;
Insolvency Event means any corporate action, application, order, proceeding or appointment or other step is taken or made by or in respect of a party for any composition, compromise or arrangement with any of its creditors, any restructuring plan, any moratorium, its winding-up (other than for the purpose of a bona fide scheme of solvent reconstruction or amalgamation), dissolution, administration, receivership (administrative or otherwise) or bankruptcy, or if it is unable to pay its debts as they fall due, or if it ceases to trade or if a distress, execution or other legal process is levied against any of its assets which is not discharged or paid out in full within three days or if any event analogous to any of the foregoing shall occur in any jurisdiction in which that party is incorporated, resident or carries on business;
Intellectual Property Rights means all intellectual property rights, including patents, trade and service marks, rights to domain names, rights in passing off, registered and unregistered designs, rights in confidential information, rights in know-how, database rights, topography rights, copyright (including rights in software), rights in any invention, and applications for registration of any of the foregoing, and the right to apply therefor, in each case in any part of the world;
Listed Business(es) means those businesses listed in the Business Directory;
Practice Solutions, we, our means Practice Solutions Limited (Company Number 03907817) whose registered office is at Ty Antur Navigation Park, Abercynon, Mountain Ash, Wales, CF45 4SN;
Purpose means in order to engage with a Listed Business in connection with an Engagement;
Terms means these terms of access; and
You, Your means the public body, authority, institution or other analogous organisation (whether publicly funded or otherwise) granted access to the Business Directory in accordance with these Terms.
1.2 References to statutes or statutory provisions shall be construed to include references to those statutes or statutory provisions as amended or re-enacted from time to time and shall include any orders, regulations, instruments or other subordinate legislation under them.
1.3 Reference to a party to these Terms shall include its personal representatives, successors in title and permitted assigns.
1.4 These Terms shall apply to the exclusion of any of Your standard terms and conditions, including any terms and conditions accompanying Your purchase order(s) or other correspondence.
1.5 Unless expressly stated to the contrary in these Terms:
1.5.1 words denoting the singular include the plural and vice versa, words denoting any one gender include all genders and vice versa, and references to persons include individuals, partnerships, bodies corporate and unincorporated associations;
1.5.2 the words and phrases “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as the preceding words where a wider construction is possible.
2 APPLICATION OF TERMS AND ACCESS TO THE DIRECTORY
2.1 Practice Solutions shall use its reasonable endeavours to grant You access to the Business Directory for the Purpose from time to time, in each case on the terms and subject to the conditions set out in these Terms. Such access shall be granted free of charge.
2.2 Your access to the Business Directory is conditional upon the following:
2.2.1 You providing all necessary cooperation, assistance and information as may be required to Practice Solutions from time to time in connection with the Business Directory, the Listed Businesses and each Engagement;
2.2.2 You complying with the reasonable instructions of Practice Solutions from time to time;
2.2.3 You procuring and maintaining any necessary consents, licences and permits to allow you to discuss an Engagement with a Listed Business; and
2.2.4 You complying with applicable laws in relation to your access to the Business Directory, contact with a Listed Business or discussions in relation to an Engagement.
3 CONTACTING LISTED BUSINESSES
Once You have been granted access to the Business Directory you may use the Business Directory to contact any of the Listed Businesses, provided always that you do so in accordance with Practice Solutions’ contact guidelines from time to time.
4 THE ROLE OF PRACTICE SOLUTIONS
4.1 Practice Solutions is the owner and operator of the Business Directory and the Connect4success Programme.
4.2 Practice Solutions shall operate the Business Directory using reasonable skill and care.
4.3 From time to time Practice Solutions may carry out various stakeholder engagement activities with respect to You, the Listed Businesses, an Engagement or the Connect4success Programme. Practice Solutions shall perform all such activities using reasonable skill and care.
4.4 Practice Solutions may also make recommendations to You or engage with You from time to time in respect of certain Listed Businesses which Practice Solutions may reasonably consider appropriate for further discussions in relation to an Engagement. Any such recommendations or engagement are made based on the information available to Practice Solutions and it is for You to decide whether to engage with a Listed Business in connection with an Engagement.
4.5 Notwithstanding any other provision of these Terms:
4.5.1 Practice Solutions does not warrant the continuous, uninterrupted or error-free operation of the Business Directory nor that the Connect4success Programme or the Business Directory or their use by You is intended to or will achieve any particular outcome;
4.5.2 Practice Solutions shall be entitled to make changes to the Business Directory or the Connect4success Programme from time to time and gives no warranty that any functionality or feature of the Business Directory or the Connect4success Programme shall remain available to You for any particular length of time;
4.5.3 Practice Solutions takes no responsibility and accepts no liability for the Listed Businesses, including (without limit) their actions, omissions, statements, business practices, compliance with applicable laws or their suitability for a particular Engagement; and
4.5.4 Practice Solutions reserves the right to remove a Listed Business from the Business Directory or the Connect4success Programme without notice at any time and for any reason and assumes no liability to You for any consequence of their removal from the Business Directory or the Connect4success Programme.
5 LIMITATIONS ON LIABILITY
5.1 Subject to clauses 5.2 and 5.5, Practice Solutions total aggregate liability in respect of all claims (and series of related claims) however caused, shall with respect to these Terms and any activities of Practice Solutions herein, be limited to the sum of [£1,000].
5.2 Notwithstanding any other provision of these Terms, but subject to clause 5.3, Practice Solutions shall have no liability however caused in each case whether suffered by You or any third party for any:
5.2.1 direct or indirect loss of or damage to:
- anticipated savings;
5.2.2 costs of wasted management or staff time; or
5.2.3 indirect or consequential loss or damage; or
5.2.4 loss or damage suffered by You as a result of a claim brought by a third party.
5.3 Practice Solutions’ liability shall not be limited or excluded by any provision of these Terms to the extent prohibited or limited by law and in particular nothing in these Terms shall exclude or limit liability:
5.3.1 for death or personal injury caused by negligence to the extent prohibited by law;
5.3.2 for fraudulent misrepresentation or other fraud.
5.4 Except as expressly set out in these Terms all warranties, conditions, terms and liabilities express or implied, statutory or otherwise, on the part of Practice Solutions, in respect of compliance with descriptions, quality or fitness for purpose are excluded except to the extent such exclusion is prohibited or limited by law.
6 INTELLECTUAL PROPERTY RIGHTS
Notwithstanding any other provision of these Terms, all Intellectual Property Rights in or arising from the Business Directory or the Connect4Success Programme or any other services, deliverables or other items provided by or on behalf of Practice Solutions (Practice Solutions IPRs) belong to Practice Solutions and/or its licensors exclusively and You shall have no rights in relation to them other than the limited right to use them as is necessary for your access to the Business Directory or to receive the benefit of any stakeholder engagement activity carried out by Practice Solutions. If notwithstanding this, any of the Practice Solutions IPRs are acquired by You, You hereby assign all such rights to Practice Solutions.
7 ENDING YOUR ACCESS TO THE DIRECTORY and engagement
Practice Solutions may end your access to the Business Directory and/or the receipt of any stakeholder engagement activity Practice Solutions carries out at any time without liability to You. Generally Practice Solutions will only exercise such right in the event that You breach these Terms, suffer an Insolvency Event or where Your continued access to the Business Directory or receipt of Practice Solutions’ stakeholder engagement activity is or is likely to operate to the reputational detriment of Practice Solutions or that of a Listed Business, the Business Directory or the Connect4success Programme.
8 FORCE MAJEURE
Practice Solutions shall not be liable for any delay in performance of, or failure to perform, its obligations under these Terms if such delay or failure results from circumstances beyond its reasonable control, including but not limited to strikes, lockouts or other industrial action (whether involving the workforce of Practice Solutions or of any other party), acts of God, epidemics, pandemics, civil emergencies, war, riot, civil commotion, acts of terrorism, theft, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, failure or breakdown of plant, machinery, systems or vehicles, fire, flood, extreme weather conditions, power failure, failure of telecommunications networks or default of suppliers or sub-contractors (Force Majeure Event).
9.1 Without prejudice to each party’s other rights and remedies, each party shall treat as confidential any Confidential Information of the other and shall not divulge such Confidential Information to a third party nor make any use of such Confidential Information (other than in performance of the Agreement) without the other’s written consent.
9.2 Nothing in this Agreement shall prevent a party from disclosing information:
9.2.1 to a Licensed Business as may reasonably be required from time to time in connection with Your access to the Business Directory or the provision of stakeholder engagement by Practice Solutions;
9.2.2 to those of its officers and employees reasonably required to have the same in order for such party to perform its obligations under these Terms provided that such party shall procure that such officers and employees comply with the provisions of this clause;
9.2.3 to its solicitors, accountants, surveyors, insurers and other professional advisors under an obligation of confidentiality; and
9.2.4 as is required to be disclosed by a party by an order of any court of competent jurisdiction or in connection with any proceedings of any such court or otherwise by force of law or regulation having the force of law or the rules of any regulatory authority.
9.3 You permit Practice Solutions make reference to You as a user of the Business Directory in the Practice Solutions’ publicity materials.
10 DATA PROTECTION
10.1 Practice Solutions will, for the purpose of Data Protection Laws, act as a controller with respect to any processing of personal data it undertakes in connection with the provision of the Business Directory and any stakeholder engagement activity.
10.2 Practice Solutions’ privacy notice can be viewed here.
11 ASSIGNMENT AND SUB-CONTRACTING
11.1 Practice Solutions shall be entitled to assign, novate, charge, sub-contract or declare a trust over all or any of its rights and obligations under these Terms.
11.2 You shall not without the prior written consent of Practice Solutions assign, novate, charge, sub-contract or declare a trust over all or any of its rights and obligations under these Terms.
12.1 Any notice given under these Terms shall be in writing (but excluding fax transmission and electronic mail) and may be served by leaving it at, or by sending it by pre-paid first class post or recorded delivery to, the intended recipient’s address. The address of a party for service is such address as a party may designate in writing from time to time or, failing that, its registered address. A notice is deemed to be received when left at the recipient’s address or, if sent by pre-paid first class post or recorded delivery, forty-eight hours from the date of posting. If such deemed receipt is not within business hours (being between 9.00 am and 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt), the notice is deemed to be received when business hours next commence.
12.2 Each party agrees that without preventing any other mode of service permitted by any rule of court, any document in any proceedings (including but not limited to any claim form or other originating process) may be served on any party by being delivered to or left for that party at its postal address for service of notices under clause 12.1 and each party undertakes to maintain such an address at all times in the United Kingdom and to notify the other party in advance of any change from time to time of the details of such address in accordance with the manner prescribed for service of notices under clause 12.1.
13.1 These Terms constitute the entire agreement and understanding of the parties and supersede any previous agreements or understandings between the parties with respect to the arrangements contemplated by these Terms.
13.2 Each party acknowledges and agrees that:
13.2.1 in entering into these Terms it does not rely on and shall have no remedy in respect of, any statement, representation, warranty (in each case whether negligently or innocently made) or understanding of any person (whether party to these Terms or not) which is not expressly set out in these Terms; and
13.2.2 no party shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement, representation, warranty or other term which is expressly set out in these Terms.
13.3 No provision of these Terms shall be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to them.
13.4 . Practice Solutions shall be entitled to vary these terms from time to time on giving notice to You.
13.5 Any failure to exercise or delay by a party in exercising a right or remedy arising in connection with these Terms or by law shall not constitute a waiver of such right or remedy or of any other rights or remedies.
13.6 Nothing in these Terms shall be:
13.6.1 deemed to constitute a partnership, joint venture, representative or agency relationship between the parties to them; or
13.6.2 construed or have effect as constituting any relationship of employer and employee between the parties.
13.7 Neither party shall have the authority to bind or pledge the credit of, or oblige the other in any way without obtaining the other’s prior written consent.
14 GOVERNING LAW AND JURISDICTION
These Terms 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) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).