Terms of Use
These terms and conditions are the Agreement between The Client and Moirai Associates Limited (MRL thereafter). By visiting or using The Site, The Client agrees to be bound by them.
Moirai Associates Limited place of registration is England and Wales (registered number 11020695, VAT number GB282 701 311) with its registered office at 4th Floor 399-401 Strand, London, WC2R 0LT, United Kingdom.
Tel: +44 20 3059 7966, Email: contact@moirai-associates.com
The parties agree to the following terms:
1. Definitions
In this Agreement, the following words shall have the undermentioned meanings, unless the context requires otherwise:
“Content” means the textual, visual or aural content that is encountered as part of The Client's experience on The Site. It may include, among other things: text, images, sounds, videos and animations. It includes content Posted by The Client.
“MRL Membership” means any service we provide, whether through The Site or otherwise. It includes the membership service we provide as set out on The Site and in this Agreement.
"Post" means display, exhibit, publish, distribute, transmit and/or disclose information, Content and/or other material on The Site, and the phrases "Posted" and "Posting" shall be interpreted accordingly.
“Membership Services” means all of the services available from The Site, whether free or charged.
“The Site” means any website or service designed for electronic access by mobile or fixed devices which is owned or operated by MRL. It includes all web pages controlled by us.
2. The Agreement
2.1. These terms of use regulate the business relationship between The Client and us, MRL. By buying MRL Membership or using The Site free of charge, The Client agrees to be bound by them.
2.2. MRL does not offer the Services in all countries, consequently, we reserve the right to refuse to provide services to clients based in specific geographic location.
2.3. In entering the Agreement, The Client acknowledges that they did not rely on any representation or information from any source except the definition and explanation of the Membership Services given on The Site.
2.4. Subject to these terms and conditions, MRL agrees to provide The Client with some, or all the Membership Services described on The Site at the fees advertised on The Site.
2.5. This Agreement is set to last for one year from the date of the payment. Any continuation from any of the parties of this Agreement after the expiry of the initial Agreement will be considered a new Agreement under the terms posted on The Site. The continued use of our Membership Services by the Client past the expiry shall be deemed as an acceptance of the modified Membership Services, system and/or terms.
2.6. This Agreement shall be deemed effective after receipt of the Client’s payment for the chosen Membership Services.
2.7. If The Client is given free access to a Membership Services or feature on The Site which is normally a charged feature and that Service or feature is usually subject to additional contractual terms, The Client agrees that they will abide by those terms.
2.8. MRL reserves the right to update this time at any time within the contractual period. The version applicable is the version which is posted on The Site at the time the Agreement was made.
3. Account and Personal Information
3.1. When visiting The Site, The Client accepts responsibility for any action done by any person in The Client’s name or under The Client’s account or password. The Client confirms that they should take all necessary steps to ensure that the password is kept confidential and secure and should inform us immediately if they have any reason to believe that their password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner.
3.2. The Client agrees that all the information provided is accurate, up to date, and complete. MRL shall not be deemed responsible for any error made as a result of the aforementioned information being inaccurate.
3.3. The Client agrees to notify MRL of any changes in the provided information immediately when it occurs. Failure to do so can be used to terminate The Client’s account.
4. Memberships
4.1. Details of the cost and benefits of MRL Membership are as set out on The Site in details.
4.2. Payment for a MRL Membership is for one year. At least four weeks before expiry, MRL will contact The Client on their last known email address in order to notify them of the close expiry of the Membership Services and inviting them to renew. An invoice for a new period of MRL Membership will be included.
4.3. At any time before expiry of MRL Membership, The Client may use the [“My Account”] tab on The Site to access their personal information and change renewal membership status or cancel renewal.
4.4. At expiry of the MRL Membership we shall automatically take payment from The Client’s credit card of the sum specified on the invoice sent earlier and shall confirm the renewal of The Client’s MRL for a further period.
4.5. Termination of this Agreement by MRL or The Client is possible at any time during the contractual period for any reason and will not entitle The Client to a refund of monies paid.
4.6. The Client may not transfer MRL Membership to any third party.
4.7. We reserve the right to modify the MRL Membership rules or system and to change the terms and conditions of this Agreement at any time, without notice. The Client’s continued use of the MRL Membership after such modifications shall be deemed an acceptance by The Client to be bound by the terms of the modified Agreement. The terms that apply to The Client are those posted here on The Site on the day The Client join as a member.
5. Fee
5.1. The fee payable for Membership Services that The Client order is clearly set out on The Site.
5.2. The fee charged for any Membership Services may differ from country to country. The Client may not be entitled to the lowest fee unless they reside in the qualifying country.
5.3. Fees are inclusive of any applicable value added tax or other sales tax.
5.4. Bank charges by the receiving bank on payments to MRL will be borne by the company. All other charges relating to payment in a currency other than Great British Pounds Sterling (GBP) will be borne by The Client.
5.5. Any details given on The Site in relation to exchange rates are approximate only and may vary from time to time.
5.6. The Client will pay all sums due to MRL under this Agreement by the means specified without any set-off, deduction or counterclaim.
5.7. All monies paid by The Client to MRL are non-refundable and cancellation and/or termination of this Agreement by The Client or MRL at any time for any reason will not entitle The Client to a refund of monies paid.
5.8. If, by mistake, MRL has undercharged The Client for a Membership Service, MRL will not be liable to supply that Membership Service to The Client at the stated fee, provided that The Client is notified before the aforementioned service is provided.
6. Privacy Policy
6.1. Our privacy policy can be found on The Site. It complies fully with the Data Protection Act 2018.
6.2. If The Client Post Content to any public area of The Site, it becomes available in the public domains. We have no control over who sees it or what anyone does with it.
6.3. Even if access to The Client’s text is behind a user registration it remains effectively in the public domain because someone has only to register and log in, to access it. The Client should therefore avoid posting unnecessary confidential information.
6.4. Posting content of any sort does not change The Client’s ownership of the copyright in it. MRL has no claim over it and The Client rights will not be protected.
6.5. The Client understands that they are personally responsible for breach of someone else’s intellectual property rights, defamation, or any law, which may occur as a result of any Content having been Posted by The Client.
6.6. The Client accepts all risk and responsibility for determining whether any Content is in the public domain and not confidential.
6.7. Please notify MRL of any security breach or unauthorised use of The Client account.
7. Security of The Site
7.1. If The Client violate The Site, we shall take legal action against The Client.
7.2. The Client now agree that The Client will not, and will not allow any other person to:
7.2.1 modify, copy, or cause damage or unintended effect to any portion of The Site, or any software used within it;
7.2.2 link to The 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;
7.2.3 download any part of The Site, without our express written consent;
7.2.4 collect or use any product listings, descriptions, or fees;
7.2.5 collect or use any information obtained from or about The Site or the Content except as intended by this Agreement;
7.2.6 aggregate, copy or duplicate in any manner any of the Content or information available from The Site, other than as permitted by this Agreement or as is reasonably necessary for The Client's use of the Membership Services;
7.2.7 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;
7.2.8 share with a third party any login credentials to The Site;
7.3. Despite the above terms, we now grant a licence to The Client to:
7.3.1 create a hyperlink to The Site for the purpose of promoting an interest common to both of us. The Client can do this without specific permission. This licence is conditional upon The Client not portraying us or any product or service in a false, misleading, derogatory, or otherwise offensive manner. The Client may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent.
7.3.2 The Client may copy the text of any page for The Client's personal use in connection with the purpose of The Site or a Service we provide.
8. Disclaimers
8.1. This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter of formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
8.2. Except where expressly stated in this Agreement, we exclude all conditions, warranties, terms and obligations,whether express or implied by statute, common law or otherwise, to the fullest extent permitted by law in respect of the Services.
8.3. The MRL Website and MRL Membership Services are provided “as is”. We make no representation or warranty that the Services will be:
8.3.1 useful to The Client;
8.3.2 of satisfactory quality;
8.3.3 fit for a particular purpose;
8.3.4 available or accessible, without interruption, or without error;
8.4. Neither use of the Services nor the exercise of any right granted under this Agreement will infringe any other intellectual property or other rights of any other person.
8.5. The Site contains links to other Internet websites. We have neither power nor control over any such web site. The Client acknowledges and agrees 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 The Client's use of any such website.
8.6. We are not liable in any circumstances for special, indirect or consequential damages or any damages whatsoever resulting from loss of use, loss of data or loss of revenues or profits, whether in an action of Agreement, negligence or otherwise, arising out of or in connection with The Client's use of The Site.
8.7. We claim no expert knowledge in any subject. We disclaim any obligation or liability to The Client arising directly or indirectly from information The Client takes from The Site or receive directly from a third party as a result of an introduction via The Site.
9. Termination
9.1. MRL may terminate this Agreement with immediate effect, for any reason, at any time by giving a one month’s notice to The Client, except where the latter is in breach of this Agreement, in which instance MRL may terminate this Agreement at any time without notice.
9.2. The Client may terminate this Agreement at any time, for any reason, any time by giving two months’ notice with immediate effect. The Client may terminate the Agreement either by sending notice to MRL by post or email, or by completing the form on The Site and submitting it. MRL reserves the right to check the validity of any request to terminate membership.
9.3. Termination shall not affect the coming into force, or continuance in force, of any provision which is expressly or by implication intended to come into or continue in force on or after such Termination by either party and shall have the following effects:
9.3.1 The Client’s right to use the Membership Services immediately ceases;
9.3.2 MRL is under no obligation to forward any unread or unsent messages to The Client or any third party.
9.3.3 The accrued rights, remedies, obligations and liabilities of us and you as at cancellation or termination shall not be affected, including the right to claim damages for any breach of this Agreement which existed at or before the date of cancellation or termination.
9.3.4 In the event of such termination by MRL, a refund will be issued within 14 days for the balance of The Client’s subscription outstanding for any Membership Service, pro rata with time not elapsed.
9.3.5 There shall be no reimbursement or credit if the Membership Service is terminated due to The Client’s breach of the terms of this Agreement or if the termination is initiated by The Client.
9.3.6 MRL retains the right, at our sole discretion, to terminate any and all parts of the Services provided to The Client, without refunding to The Client any fees paid if we decide in our absolute discretion that The Client have failed to comply with any of the terms of this Agreement.
10. Interruption of Services
10.1. If it is necessary for us to interrupt the Membership Services, The Client will be given reasonable notice where this is possible and when the down time is such as to justify telling The Client.
10.2. The Client acknowledge that the Membership Services may also be interrupted for many reasons beyond our control.
10.3. The Client agree that we are not liable to The Client for any loss, foreseeable or not, arising from any interruption of the Membership Services.
11. Limitation of liability
11.1. Our total liability to The Client, for any one event or series of related events, and whether in Agreement, tort, negligence, breach of statutory duty or otherwise, shall be five times the total fees payable by The Client in the 12 months before the event(s) complained of or the sum of £1,000 whichever is higher.
11.2. This Clause 11 prevails over all of this Agreement and sets forth MRL entire Liability, and The Client’s sole and exclusive remedies, in respect of:
11.2.1 performance, non-performance, purported performance, delay in performance or misperformance of this Agreement or any services in connection with this Agreement; or
11.2.2 otherwise in relation to this Agreement or entering into a contract under this Agreement.
11.3. We do not accept, and we hereby exclude, any Liability for Breach of Duty.
11.4. We shall not have any Liability in respect of any:
11.4.1 indirect or consequential losses, damages, costs or expenses;
11.4.2 loss of actual or anticipated profits;
11.4.3 loss of contracts;
11.4.4 loss of use of money;
11.4.5 loss of anticipated savings;
11.4.6 loss of revenue;
11.4.7 loss of goodwill;
11.4.8 loss of reputation;
11.4.9 loss of business;
11.4.10 ex gratia payments;
11.4.11 loss of operation time;
11.4.12 loss of opportunity;
11.4.13 loss caused by the diminution in value of any asset; or
11.4.14 loss of, damage to, or corruption of, data;
whether or not such losses were reasonably foreseeable, or we or our agents or contractors had been advised of the possibility of such losses being incurred. For the avoidance of doubt, Clauses 11.4.1 to 11.4.14 (inclusive) of this Clause 11.4 apply whether such losses are direct, indirect, consequential or otherwise.
11.5. We will not be responsible, nor shall we have any Liability, directly or indirectly, for any act or omission of you, your affiliates or your or their employees, agents, contractors or customers, or any third party.
11.6. Neither party shall be liable to the other in any possible way, for any loss or expense which is:
11.6.1 indirect or consequential loss; or
11.6.2 economic loss or other loss of turnover, profits, business or goodwill.
11.7. 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 Agreements (Rights of Third Parties) Act 1999) as well as to us.
11.8. Nothing in this Agreement excludes liability for death or personal injury or for a party's fraud.
12. Indemnity
The Client agree to indemnify us against any loss, damage or liability, suffered by us at any time and arising out of:
12.1. any act, neglect or default of The Client in connection with this Agreement or The Client's use of the Services;
12.2. The Client's breach of this Agreement;
12.3. The Client's failure to comply with any law;
12.4. any act, neglect or default by any of the Client's agent, employee, licensee or customer;
12.5. a contractual claim arising from The Client's use of the Services.
13. Miscellaneous matters
13.1. 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.
13.2. The rights and obligations of the parties set out in this Agreement shall pass to any permitted successor in title.
13.3. If The Client are in breach of any term of this Agreement, we may:
13.3.1 terminate The Client's account and refuse access to The Site;
13.3.2 remove or edit Content, or cancel any order at our discretion;
13.3.3 issue a claim in any court.
13.4. Any obligation in this Agreement intended to continue to have effect after termination or completion shall so continue.
13.5. 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.
13.6. 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 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 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.
13.7. 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.
13.8. This Agreement does not give any right to any third party under the Agreements (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, subAgreementors, agents and affiliated companies, may be enforced under that Act.
13.9. Neither party shall be liable for any failure or delay in performance of this Agreement which is caused by circumstances beyond its reasonable control.
13.10. The validity, construction and performance of this Agreement shall be governed by the laws of England and Wales and The Client agrees that any dispute arising from it shall be litigated only in that country.
