PLEASE CAREFULLY READ THESE PERSONAL USER TERMS OF SERVICE (CONDITIONS) BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS AND OBLIGATIONS.

1    INTRODUCTION

1.1    About us. ‘WeConvene.At’ is a business events and networking platform service provided by Learning Modules Limited, a private limited company incorporated and registered in England and Wales with company number 07210731 whose registered address is at Pentagon House, 52-54 Southwark Street, London, England, SE1 1UN (we, us and our).

1.2    Getting started. In order to create a personal user account, access and use the Services as a Member, you must: (i) complete the Membership Form; (ii) tick the box next to the declaration which reads “I agree to the personal user terms of service”; and (iii) click the “submit” button to send the completed Membership Form to us. You will become a Member on the date that you submit the completed Membership Form.

1.3    Commencement. Our legally binding contract with you on the basis of these Conditions (the Agreement) comes into effect on the Commencement Date and will continue thereafter unless and until terminated as provided in clause 9 (the Term)

1.4    Contact us. If you have a general enquiry or if there is anything that you don’t understand in these Conditions then please contact us by email at [insert email address].

1.5    Definitions. The following definitions apply in these Conditions:

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Commencement Date: the date on which you become a Member.

Customer Data: the data that you enter into the Membership Form or otherwise provide in the course of using the Services (for example requests for Technical Support or posts that you make on the Platform during a networking session).

Documentation: the description of the Services and the user instructions for the Services made available to you via the Website.

Event: any virtual, hybrid or in-person training session, networking forum, business event, presentation, conference or exhibition organised and hosted by an Organiser.

Member: a person that has access to all aspects of the Services having submitted a completed Membership Form to us.

Membership Form: the registration form that you must complete via the Website in order to create a personal user account to use the Services.

Normal Business Hours: 09.00 to 17.00 UK time, each Business Day.

Organiser: a third party that organises and hosts an Event using the Platform.

Platform: the ‘WeConvene.At’ business events and networking platform service available via the Website.

Resource Hub: videos, slide show presentations, reports and other documents or materials that an Organiser may make available to you on a paid basis.

Services: our provision of (i) access to the Platform; (ii) the Technical Support; and (iii) the payment intermediary services described in clause 4.1.3.

Technical Support: the standard customer support services that we may provide to you in respect of the Platform in accordance with our Technical Support Policy.

Term: the duration of the Agreement as described in clause 1.3.

Virus: any thing or device (including any software, code, file or program) which may (i) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (ii) prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or (iii) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Website: [insert URL] or such other website as we may notify to you from time to time.

2    YOUR OBLIGATIONS

2.1    Subject to the restrictions in this clause 2, we hereby grant you a non-exclusive, non-sublicensable, non-transferable right to access the Services during the Term solely for your personal use.

2.2    You must provide us with true, accurate and complete information when you fill in the Membership Form.

2.3    By completing the Membership Form and entering into this Agreement, you confirm that:

2.3.1    you are at least 16 years old;

2.3.2    you will not upload or distribute any material during the course of your use of the Services that:

(a)    contains a Virus;

(b)    is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(c)    facilitates illegal activity;

(d)    depicts sexually explicit images;

(e)    promotes unlawful violence;

(f)    is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(g)    is otherwise illegal or causes damage or injury to any person or property (for example confidential information relating to the affairs of your employer or another business);

and we reserve the right, without liability and without affecting our other rights, to remove any such material and block your access to the Services if such material breaches the provisions of this clause.

2.4    You will not:

2.4.1    except as may be allowed by any applicable law:

(a)    attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means; or

(a)    attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services;

2.4.2    access all or any part of the Services in order to build a product or service which competes with the Services; or

2.4.3    use the Services to provide services to third parties; or

2.4.4    subject to clause 10.1, license, sell, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party; or

2.4.5    introduce or permit the introduction of, any Virus into our network and information systems.

2.5    You will take reasonable and sensible precautions to prevent any unauthorised access to, or use of, the Services via your login details and you must immediately inform us if you notice any unauthorised access.

2.6    You accept that any action taken using your login details will be deemed to have been carried out by you personally.

2.7    You will:

2.7.1    provide us with all necessary co-operation and access to such information as we may require in order to provide the Services to you;

2.7.2    ensure that your network and devices comply with the relevant description we specify from time to time; and

2.7.3    be solely responsible for procuring, maintaining and securing your network connections from your devices to the Services and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or caused by the internet.

3    THIRD PARTY EVENTS, CONTENT AND WEBSITES

3.1    Third party events

3.1.1    You acknowledge that the Platform will enable you to correspond with third party event organisers and purchase tickets for Events from such third parties via the Platform and that you do so solely at your own risk.

3.1.2    We make no representation, warranty or commitment and will have no liability or obligation whatsoever in relation to the description, quality, cancellation, postponement, content of or accessibility to any such Event, or any contract entered into by you, with any third party (for example in respect of any tickets purchased for Events).

3.1.3    We recommend that you refer to the relevant third party's terms of sale, refunds policy, complaints procedure and privacy notice prior to purchasing any tickets for Events, registering to receive promotional material or attending any Events. We do not endorse or review any Events nor the content of any of the Events hosted on the Platform.

3.2    Third party content

3.2.1    We make no representation, warranty or commitment and will have no liability or obligation whatsoever in relation to: (i) the content or availability of any Resource Hub on the Platform; or (ii) any subscription agreement or other contract entered into by you, with any Organiser for access to a particular Resource Hub.

3.3    Third party websites

3.3.1    You acknowledge that the Platform may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that you do so solely at your own risk.

3.3.2    We make no representation, warranty or commitment and will have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third party website, or any contract entered into by you, with any such third party. Any contract entered into and any transaction completed via the Platform or any third party website is between you and the relevant third party, and not us.

3.3.3    We recommend that you refer to the third party's website terms and conditions and privacy notice prior to using the relevant third party website. We do not endorse or approve any third party website nor the content of any of the third party website made available via the Platform.

4    OUR RESPONSIBILITIES

4.1    Performance of the Services

4.1.1    We will provide the Services in accordance with the Documentation and using reasonable skill and care.

4.1.2    The commitment at clause 4.1.1 will not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions or modification of the Services by any party other than us or our contractors or agents. If the provision of the Services does not conform with the commitment in clause 4.1.1, we will, at our expense, use reasonable efforts to correct any such non-conformance promptly. Such correction constitutes your sole and exclusive remedy for any breach of the commitment in clause 4.1.1.

4.1.3    You authorise us to appoint a third party payment processor to securely complete (i.e. process) your payment transactions in respect of your ticket purchases for Events where such purchases are made via the Platform. You acknowledge that you will disclose your payment card details to our appointed third party payment processor for that purpose when you purchase a ticket for an Event via the Platform.

4.1.4    We confirm that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under this Agreement.

4.2    Availability of the Services

4.2.1    We will, during the Term, provide you with a personal user account for basic access to the Platform and the Technical Support, free of charge, on and subject to these Conditions. You acknowledge that you may be required to pay a fee to purchase a ticket for access to a particular Event or buy a subscription licence to access a Resource Hub.

4.2.2    We will use reasonable efforts to make the Platform available 24 hours a day, 7 days a week, except for:

(a)    planned maintenance carried out from 22.00 to 02.00 UK time; and

(b)    unscheduled maintenance performed outside Normal Business Hours and in such instances we will use reasonable efforts to give you advance notice.

4.2.3    We will, during the Term, provide the Technical Support to you, free of charge, during Normal Business Hours in accordance with our Technical Support Policy in effect during the Term. We may amend the Technical Support Policy in our sole and absolute discretion from time to time

4.3    Disclaimer

WE DO NOT WARRANT THAT: (A) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (B) THE SERVICES OR INFORMATION THAT YOU OBTAIN THROUGH THE SERVICES WILL BE ACCURATE, COMPLETE OR MEET YOUR REQUIREMENTS; OR (C) THE SERVICES WILL BE FREE FROM VIRUSES.

5    DATA PROTECTION

We take data protection seriously. We will collect, share and store your personal data in accordance with our Privacy Notice and Cookie Policy.

6    INTELLECTUAL PROPERTY RIGHTS

6.1    You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Services. Except as expressly stated in clause 2.1, this Agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.

6.2    We confirm that we have all the rights in relation to the Services that are necessary to grant all the rights we purport to grant under, and in accordance with this Agreement.

6.3    You hereby grant to us and our other Members a non-exclusive, royalty-free, transferable, sublicensable, worldwide licence to use, store, display, reproduce, save, modify, create derivative works, perform and distribute the materials you upload to the Services solely for the purposes of using the Services (for the other Members) and developing and marketing the Services (for ourselves).

7    LIMITATION OF OUR LEGAL LIABILITY

7.1    IF WE FAIL TO COMPLY WITH THESE CONDITIONS, WE ARE RESPONSIBLE FOR LOSS OR DAMAGE YOU SUFFER THAT IS A FORESEEABLE RESULT OF OUR BREACHING THIS AGREEMENT OR OUR FAILING TO USE REASONABLE CARE AND SKILL, BUT WE ARE NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT IS NOT FORESEEABLE. LOSS OR DAMAGE IS FORESEEABLE IF EITHER IT IS OBVIOUS THAT IT WILL HAPPEN OR IF, AT THE TIME THE CONTRACT WAS MADE, BOTH WE AND YOU KNEW IT MIGHT HAPPEN.

7.2    WE ONLY SUPPLY THE SERVICES FOR YOUR DOMESTIC AND PRIVATE USE. IF YOU USE THE SERVICES FOR ANY COMMERCIAL OR BUSINESS PURPOSE WE WILL HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, WASTED EXPENDITURE, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY.

7.3    WE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY MATERIALS THAT YOU OR ANY OTHER MEMBER OR THIRD PARTY (SUCH AS AN ORGANISER) POSTS OR SHARES USING THE PLATFORM. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO MATERIALS THAT VIOLATE THE CONTENT STANDARDS IN CLAUSE 2.3.2 OF THESE CONDITIONS.

7.4    THE CONTENT ON THE PLATFORM IS PROVIDED FOR GENERAL INFORMATION ONLY. IT IS NOT INTENDED TO AMOUNT TO ADVICE ON WHICH YOU SHOULD RELY. YOU MUST CARRY OUT YOUR OWN RESEARCH OR WHERE APPROPRIATE OBTAIN PROFESSIONAL OR SPECIALIST ADVICE BEFORE TAKING, OR REFRAINING FROM, ANY ACTION ON THE BASIS OF THE CONTENT ON THE PLATFORM. ALTHOUGH WE MAKE REASONABLE EFFORTS TO UPDATE (AND WHERE APPLICABLE PROCURE THAT ORGANISERS UPDATE) THE INFORMATION ON THE PLATFORM, WE MAKE NO REPRESENTATIONS, WARRANTIES OR COMMITMENTS, WHETHER EXPRESS OR IMPLIED, THAT THE CONTENT ON THE PLATFORM IS ACCURATE, COMPLETE OR UP TO DATE.

7.5    WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR ANY OTHER LOSS OR DAMAGE RESULTING FROM THE TRANSFER OF DATA OVER THE INTERNET, AND YOU ACKNOWLEDGE THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET.

7.6    NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE ANY LIABILITY WHICH CANNOT LEGALLY BE LIMITED OR EXCLUDED.

8    HOW TO MAKE A COMPLAINT

If you have a complaint about the Services including any content that has been uploaded to the Platform by another Member or other person then please let us know by sending an email to [insert email address].

9    TERMINATION

9.1    You may terminate this Agreement at any time with immediate effect by sending an email to [insert email address].

9.2    We may terminate this Agreement at any time with immediate effect by sending an email to you using the email address that you entered into the Membership Form if either:

9.2.1    your use of the Services breaches these Conditions; or

9.2.2    termination is necessary for our business purposes.

9.3    On termination of this Agreement for any reason we may destroy or otherwise securely dispose of any of your confidential information and personal data set out on our servers where there is no valid reason for us to continue to process it.

9.4    Any rights, remedies, obligations or liabilities that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Conditions which existed at or before the date of termination shall not be affected.

10    GENERAL TERMS

10.1    Assignment and other dealings. We may assign or transfer our rights and obligations under this Agreement to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under this Agreement. You cannot assign or transfer your rights or obligations under this Agreement to another person without our prior written consent.

10.2    Variations. We reserve the right to change these Conditions from time to time (for example to reflect a change in the law or a regulatory requirement) without liability to you by giving you not less than 30 days’ prior written notice. Your continued active use of the Services (namely by logging into the Platform, watching videos or reading documents in a Resource Hub or participating in an Event) beyond the date specified in the notice will constitute your acceptance of the updated Conditions.

10.3    Severance. Each of the clauses of these Conditions operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.

10.4    No waiver. If we do not insist immediately that you do anything you are required to do under these Conditions, or if we delay in taking steps against you in respect of your breach of this Agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

10.5    No third party rights. This Agreement is between you and us. No other person shall have any rights to enforce any terms of this Agreement.

10.6    Entire agreement. These Conditions, our Privacy Notice and Cookie Policy constitute the entire agreement between you and us relating to its subject matter and they replace and extinguish all previous agreements, promises and understandings between us, whether written or oral, relating to the subject matter of this Agreement.

10.7    Governing law and courts. These Conditions are governed by English law and wherever you live you can bring claims against us in the English courts. If you live in Wales, Scotland or Northern Ireland, you can also bring claims against us in the courts of the country you live in. We can claim against you in the courts of the country you live in.