Membership Terms
Welcome to Continuity Partner, a global membership platform for 24/7 Crisis Management & Business Continuity. These Terms of Use are intended to explain Our obligations as a membership platform provider and Your obligations as a member. Please read carefully.
These Terms are binding on any use of the Continuity Partner service and apply to You from the time that Continuity Partner grants you Membership and provides You with access to the Service.
The Continuity Partner service is subject to constant review and improvement based on feedback from our Members and Expert Partners, as such we reserve the right to change these terms at any time, effective upon the posting of modified terms on this page.
Continuity Partner will make every effort to communicate changes to our terms and their impact to You via email or notification within your My Account area. It is very likely the terms of use will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on this page.
By registering to become a Continuity Partner member you acknowledge that You have read and understood these Membership Terms and have the authority to act on behalf of any person or company for whom You will be using the Membership. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Membership.
These Membership Terms were last updated on May 12th 2014.
1. DEFINITIONS
“Agreement”
means these Membership Terms.
“Membership Fee”
means the annual fee (excluding any taxes and duties) payable by You in accordance with the Pricing Plan schedule set out on the Website (which Continuity Partner may change from time to time by giving notice to You).
“Confidential Information”
includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.
“Data”
means any data inputted by You or with Your authority into the Website.
“Intellectual Property Right”
means any patent, trademark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
“Service”
means 24/7 Crisis Management, Active Threat Monitoring and Online Knowledge Base (as may be changed or updated from time to time by Continuity Partner) delivered via the Website or the Continuity Partner team.
“Website”
means the Internet site at the domain www.continuitypartner.com or any other site operated by Continuity Partner
“Continuity Partner”
means Continuity Partner Limited which is Registered in England and Wales – Company Number 9048129 and all current and future global subsidiaries of Continuity Partner Limited
“Primary Member”
means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
“Invited Member”
means the person who is invited to use the service by a Primary Member
“You”
means the Member, and where the context permits “Your” has a corresponding meaning.
2. USE OF SERVICE
Continuity Partner grants You the right to access and use the Service via the Website, Video Room, Web Chat and Telephone with the particular Membership features available to You according to Your Membership type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement:
2.1 the Primary Member determines who is an Invited Member and what level of user role access that Invited Member has;
2.2 the Primary Member is responsible for all Invited Members use of the Service;
2.3 if there is any dispute between a Primary Member and an Invited Member, Continuity Partner will defer to the decision of the Primary Member.
3. YOUR OBLIGATIONS
3.1 Payment obligations: A VAT invoice for the Membership Fee will be issued via email within 7 days of each Annual payment collection. Continuity Partner will continue collecting payments (Annually) until this Agreement is terminated in accordance with clause 8. All Continuity Partner invoices will be sent to You, or to a Billing Contact whose details are provided by You, via email after successful receipt of Membership Fee payment
3.2 General obligations: You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Membership Terms and any notice sent by Continuity Partner or condition posted on the Website.
3.3 Access conditions:
3.3.1 You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Continuity Partner of any unauthorised use of Your passwords or any other breach of security and Continuity Partner will reset Your password and You must take all other actions that Continuity Partner reasonably deems necessary to maintain or enhance the security of the Continuity Partner computing system and Your access to the Service.
3.3.2 As a condition of these Terms, when accessing and using the Services, You must:
a) not attempt to undermine the security or integrity of the Continuity Partner computer system or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
b) not use, or misuse, the Service in any way which may impair the functionality of the Service or Website, or other systems used to deliver the Service or impair the ability of any other user to use the Service or Website;
c) not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Service is hosted;
d) not transmit, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
e) not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Service or to operate the Website except as is strictly necessary to use either of them for normal operation.
3.3.3 Communication Conditions: As a condition of these Membership Terms, if You use any communication tools available through the Website (such as any forum, chat room or message center), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Service, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Service or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
3.3.4 When You make any communication on the Website, You represent that You are permitted to make such communication. Continuity Partner is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Service. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. Continuity Partner does reserve the right to remove any communication at any time at its sole discretion.
3.3.5 Indemnity. You indemnify Continuity Partner against: all claims, costs, damage and loss arising from Your breach of any of these Membership Terms or any obligation You may have to Continuity Partner, including (but not limited to) any costs relating to the recovery of any Membership Fees that are due but have not been paid by You.
4. CONFIDENTIALITY AND PRIVACY
4.1 Confidentiality: Unless the relevant party has the prior written consent of the other or unless required to do so by law:
4.1.1 Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Membership Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Membership Terms.
4.1.2 By completion of the online enquiry form, telephone call or any other means of communication to that effect you authorise Continuity Partner to transmit your contact details to selected Third Party service providers.
4.1.3 Each party’s obligations under this clause will survive termination of these Membership Terms.
4.1.4 The provisions of clauses 4.1.a and 4.1.b shall not apply to any information which:
a) is or becomes public knowledge other than by a breach of this clause;
b) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
c) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
d) is independently developed without access to the Confidential Information.
4.2 Privacy: Continuity Partner maintains a privacy policy that sets out the parties’ obligations in respect of personal information. You should read that policy at www.continuitypartner.com/privacy/ and You will be taken to have accepted that policy when You accept these Membership Terms.
5. INTELLECTUAL PROPERTY
5.1 General: Title to, and all Intellectual Property Rights in the Service, the Website and any documentation relating to the Service remain the property of Continuity Partner.
5.2 Ownership of Data: Title to, and all Intellectual Property Rights in, the Data you input into the Website remain Your property. However, Your access to the Data is contingent upon maintaining a Continuity Partner Membership. You grant Continuity Partner a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Service and for any other purpose related to provision of service to You.
5.3 Backup of Data: You must maintain copies of all Data inputted into the Website. Continuity Partner operates best practice policies and procedures to prevent data loss, including regular system data back-up, but does not make any guarantees that there will be no loss of Data. Continuity Partner expressly excludes liability for any loss of Data, no matter howsoever caused.
6. WARRANTIES AND ACKNOWLEDGEMENTS
6.1 Authority: You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
6.2 Acknowledgement: You acknowledge that:
6.2.1 You are authorised to use the Service and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorised to use the Service. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Service (whether that information and Data is Your own or that of anyone else).
6.2.2 Continuity Partner has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
a) You are responsible for ensuring that You have the right to do so;
b) You are responsible for authorising any person who is given access to information or Data, and you agree that Continuity Partner has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
c) You will indemnify Continuity Partner against any claims or loss relating to:
i) Continuity Partner refusal to provide any person access to Your information or Data in accordance with these Terms,
ii) Continuity Partner making available information or Data to any person with Your authorisation.
6.2.3 The provision of, access to, and use of, the Services is on an “as is ” basis and at Your own risk.
6.2.4 Continuity Partner does not warrant that the use of the Service will be uninterrupted or error free. Operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Service. Continuity Partner is not in any way responsible for any such interference or prevention of Your access or use of the Service.
6.3 No warranties: Continuity Partner gives no warranty about the Service. Without limiting the foregoing, Continuity Partner does not warrant that the Service will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
6.4 Consumer guarantees: You warrant and represent that You are acquiring the right to access and use the Service for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Service, the Website or these Terms.
7. LIMITATION OF LIABILITY
7.1 To the maximum extent permitted by law, Continuity Partner exclude all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
7.2 If You suffer loss or damage as a result of Continuity Partner negligence or failure to comply with these Membership Terms, any claim by You against Continuity Partner arising from Continuity Partner negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Membership Fees paid by You in the previous 12 months.
7.3 If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
8. TERMINATION
8.1 Prepaid Subscriptions: Continuity Partner will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.
8.2 No-fault termination: These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate these Terms You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.
8.3 Breach: If You:
8.3.1 breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
8.3.2 breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Access Fees that are more than 30 days overdue); or
8.3.3 You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
Continuity Partner may take any or all of the following actions, at its sole discretion:
8.3.4 Terminate this Agreement and Your use of the Services and the Website;
8.3.5 Suspend for any definite or indefinite period of time, Your use of the Services and the Website;
8.3.6 Suspend or terminate access to all or any Data.
8.4 Accrued Rights: Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
8.4.1 remain liable for any accrued charges and amounts which become due for payment before or after termination; and
8.4.2 immediately cease to use the Services and the Website.
8.5 Expiry or termination: Clauses 3.1, 3.7, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.
9. TECHNICAL SUPPORT
9.1 Technical Problems: Continuity Partner constantly monitor uptime on our website infrastructure. If you do encounter a problem please email info@continuitypartner.com with an overview of the problem you are experiencing
9.2 Service availability: Continuity Partner intends that the Service should be available 24 hours a day, seven days a week, it is possible that on occasions the Service or Website may be temporarily unavailable to permit maintenance or other development activity to take place. If for any reason Continuity Partner has to interrupt the Service for longer periods than we would normally expect, Continuity Partner will use reasonable endeavours to publish in advance, details of such activity on the Website.
10. GENERAL
10.1 Entire agreement: These Terms, together with the Continuity Partner Privacy Policy and the terms of any other notices or instructions given to You under these Membership Terms, supersede all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Continuity Partner relating to the Service.
10.2 Waiver: If either party waives any breach of these Membership Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
10.3 Delays: Neither party will be liable for any delay or failure in performance of its obligations under these Membership Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
10.4 No Assignment: You may not assign or transfer any rights to any other person without the prior written consent of Continuity Partner.
10.5 Governing law and jurisdiction: This Agreement is governed by the laws of England and Wales and You hereby submit to the exclusive jurisdiction of the courts of England and Wales for all disputes arising out of or in connection with this Agreement.
10.6 Severability: If any part or provision of these Membership Terms is proved invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
10.7 Notices: Any notice given under these Membership Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Continuity Partner must be sent to info@continuitypartner.com or to any other email address notified by email to You. Notices to You will be sent to your registered email address.
10.8 Rights of Third Parties: A person who is not a party to these Membership Terms has no right to benefit under or to enforce any term of these Terms.
