1. Use of website on these Conditions
All use by you of the website www.shapingtomorrow.com ("the website") made available from Shaping Tomorrow Limited ("we", "us" or "our") is on the terms and conditions below. If you do not agree to these terms and conditions you must cease use of the website immediately.
Shaping Tomorrow Limited offers strategic thinking, scanning, planning, watching and networking services to its members, partners and clients though a web service.
The terms and conditions in the section headed “Free Services” apply if you wish to use the “Public service”. The terms and conditions in the section headed “Pay-As-You-Go Services” apply if you wish to use the “Private service”. The terms and conditions in the section headed “Client Services” apply if you wish to subscribe to the “Private Client service”.
You may print and keep a copy of these terms and conditions. They are a legal agreement between Shaping Tomorrow Limited and you and can only be modified with our consent. We reserve the right to change the terms and conditions at our discretion by posting revisions on the website. Your continued use of the website and the Services, where applicable, after the date of such posting shall constitute deemed acceptance of the revised terms and conditions.
The website contains copyright material, trade names and other proprietary information, including, but not limited to, text, software, photos, graphics and sound. The entire contents of the website are protected by copyright law. Shaping Tomorrow Limited, or our licensors, own copyright and/or database right in the selection, co-ordination, arrangement and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale of, any of the content, in whole or in part except as provided in these terms and conditions.
You may download information from the website. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without our express permission and that of our relevant licensors. In the event of any permitted copying, redistribution or publication of copyright material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading copyright material.
"Shaping Tomorrow" and our logos on this website are trade names of Shaping Tomorrow Limited. You may not use those names without our consent.
3. Accuracy of Information and Disclaimer
We do our best to ensure all information on the website is accurate. If you find any inaccurate information on the website let us know and we will correct it, where we agree, as soon as practicable.
Although we hope that this website will be of interest to users, we make no representations that information is accurate and up to date or complete. We offer no warranties in relation to the website and its content and exclude all liability in respect of the same to the fullest extent that such liability can be excluded by law. You should independently verify any information before relying upon it.
We provide hypertext links to other websites operated by third parties which may be framed within this website. Framing means that the content of these third-party websites is displayed within a border created and maintained by us. You can remove the border by clicking on the "remove frame" link. You can still return to this website by clicking the "Back" button on your browser. We take no responsibility for, and give no warranties, guarantees or representations in respect of framed or linked websites. Reference to specific commercial products or services does not imply endorsement or recommendation of such products or services by us.
Subject to the terms of the Services and as provided below, in no event shall we be liable to you for any direct or indirect or consequential loss, loss of profit, revenue or good will arising from your use of the website or information on the website.
We accept liability for death or personal injury caused by negligence or responsibility for fraudulent misrepresentation that cannot, under English law, be excluded.
We publish content supplied by third parties and users of the website. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, or users, are those of the authors or distributors and not of Shaping Tomorrow Limited. We do not necessarily endorse nor are we responsible for the accuracy or reliability of any opinion, advice or statement made on the website.
The information on the website is not intended to address your particular requirements. Such information does not constitute any form of advice or recommendation by us and is not intended to be relied upon by you in making (or refraining from making) any specific decisions. You should take your own independent advice.
Due to the nature of software and the Internet, no guarantee is given of uninterrupted or error free access to or running of this website or the transactions conducted through it and we shall not be liable for any failure in processing your details due to software or Internet errors or unavailability, or circumstances beyond our reasonable control.
We may assign, novate or subcontract any or all of our rights and obligations under these terms and conditions at any time, provided we give you at least 14 days’ prior written notice of any such assignment, novation or subcontract.
These terms and conditions together with the privacy statement, any application form for provision of Services and payment method instructions, if any, are the whole agreement between you and us. You acknowledge that you have not entered into this agreement in reliance upon any warranty or representation made by us or any other person and you waive any rights to damages/rescission you may have for misrepresentation (other than a fraudulent misrepresentation) that is not contained in the terms and conditions, privacy statement, application form and payment method instructions.
If any provision of these terms and conditions shall become or be declared illegal, invalid or unenforceable for any reason whatsoever, such provision shall be divisible from the other terms and conditions and shall be deemed to be deleted from them.
Neither you nor we will be held liable for any failure to perform any obligation to the other due to causes beyond your or our respective reasonable control.
Failure by either party to exercise any right or remedy under this agreement does not constitute a waiver of that right or remedy.
Shaping Tomorrow reserves the right to withdraw service from a client or partner organisation if such client or partner organisation or their website(s) are subject to a Distributed Denial of Service (DDoS) attack.
All notices shall be given to us via email at email@example.com or by post to The Red Barn, Marchants Close, Hurstpierpoint, Sussex, BN6 9UZ, UK and to you via e-mail at firstname.lastname@example.org or by post to Law Society Hall, 113 Chancery Lane, London WC1A 1PL. Notice will be deemed received when an email is received in full (or on the next business day if it is received on a weekend or a public holiday) or 3 days after the date of posting.
5. Legal Jurisdiction and Dispute Resolution
English law shall apply to these terms and conditions, notwithstanding the jurisdiction where you are based. You irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with these terms and conditions and for those purposes irrevocably submit all disputes to the jurisdiction of the English courts.
We make no warranty or guarantee that the website or information available over it complies with laws other than those of England.
When you click to signify you wish to apply for our Free Service, you agree that if we accept your application, through your registration, you will have entered into a contract with us to use our Free Service on these terms and conditions. Once we accept your application, we will provide the Free Public Services of the website and as revised by us from time to time ("the Service"). If you utilize the Service in a manner inconsistent with these terms and conditions, we shall be entitled to terminate your access or block your future access to the Service without refund of any fees that has been paid in advance and without prejudice to any other rights and remedies we may have in respect of such breach.
You agree to indemnify, defend and hold us harmless for any losses, expenses, damages and costs (including legal costs) we suffer or incur if you breach any of these terms and conditions.
Certain Private Services are available on the website on a Pay-As-You-Go basis. Pay-As-You-Go fees are subject to change from time to time, however previously purchased credits will be maintained, and new rates will be posted on the website.
Any fees are non-refundable regardless of the amount of use or non-use you make of the Service.
When you apply for our private Client Service, you agree that if we accept your application you will have entered into a contract with us to use our Client Service on the above terms and conditions. Once we accept your application, we will provide the services specified in the Services section of the website as published on the date of your application for our private Client Services ("the Service"). If you utilize the Service in a manner that causes you to be in material breach of these terms and conditions, we shall be entitled to terminate your access or block your future access to the Service without refund of any subscription fee that has been paid in advance and without prejudice to any other rights and remedies we may have in respect of such breach.
You will also have access to further private services that we will agree with you in writing prior to commencement of the service.
You agree not to assign, novate or subcontract any or all of our rights and obligations under these terms and conditions at any time. You agree not to on-sell or regularly provide our content to any third party in bulk, without prior written permission from us.
You may not copy, modify, engineer, reverse engineer or share our software and associated intellectual property rights with any unauthorized third party without our prior express permission.
Shaping Tomorrow will provide its private Clients with their content in a well-recognized format at the lapse of the contract with us should they so wish.
Subscription renewal fees are due twelve months from the date of our receipt of initial payment. You will be sent a subscription renewal invitation for the Service in advance in accordance with our standard fee then in force. If you do not respond prior to the expiry date you will be deemed to have terminated your subscription to the Service and we will stop providing you with the Service.
We will continue to send regular invitations to renew your subscription until it is terminated by you, either by non-payment or by you giving notice of termination in writing to us or until it is terminated by us giving you notice of termination in writing because you have not complied with these terms and conditions or because we are ceasing to provide the Service.
Our payment terms are net 30 days. We reserve our statutory right to charge interest on late payments within the terms of the Late Payment of Commercial Debts (Interest) Act 1998.
7. Commercial Policies
We are entitled to refuse any application placed by you for Services without giving you a reason for such refusal. If your application is accepted, we will confirm acceptance to you by online electronic means to the email address you have given us on application. Making Services available to you on receipt of fees constitutes performance of our services and you will have no right to cancel the contract once we have done so.
You undertake that all details you provide to us for the purpose of receiving Services will be correct, that the credit or debit card which you use is your own and that there are sufficient funds or credit facilities to cover the cost of any Services. We reserve the right to obtain validation of your credit or debit card details before providing you with access to Services.
Any personal information that you provide to us in connection with your application for Services or otherwise will be processed according to the terms of our privacy statement.
We welcome competent minors however; we can refuse access on the request of a person with parental authority or by a court.
You are solely responsible in all respects for all use of and for protecting the confidentiality of any username and password that may be given to you or selected by you for access to Services. You may not share these with or transfer them to any third parties. They must subscribe to the Services as a new person or entity. You must notify us immediately of any unauthorized use of them or any other breach of security regarding our website that comes to your attention.
Any unauthorized use of any password(s) issued to you will entitle us, in addition to any other remedy we may have, to cancel any and all passwords issued to you and to terminate your access to the Services immediately. In such event no part of the fees already paid will be repayable to you. For the avoidance of doubt, the rights expressly set out in this paragraph shall not apply in the event your unauthorised use is caused by or is as a result of any act or omission by us.
We warrant that we will provide the Services with reasonable skill and care.
If you have any complaints, you should direct them to us via email at email@example.com or by post at the address given on the website.
We will endeavour to make the Services available but cannot guarantee that the Services will operate continuously or without interruptions or is error free and can accept no liability for its unavailability. In addition, we are not responsible for the availability of access to and links from the Service and you are expected to ensure that your hardware and software are capable of effectively accessing the Service via your Internet Service Provider. You are also advised to use appropriate anti-virus software before and during access to the Service.
We reserve the right to alter, suspend or discontinue any aspect of the Service, including your access to it, at any time. In the event you are not able to accept any such alteration, suspension or discontinuance, you shall be entitled to terminate your subscription to the Service immediately on written notice and we shall refund to you (calculated on a pro-rata basis) any payments received for any portion of the subscription or Services that you have not used or received.
Unless explicitly stated any new features will be subject to these terms and conditions.
Except as set out in the warranty section above or any warranties, representations or endorsements made about the Services on our website, we exclude all express or implied terms, conditions, warranties, representations or endorsements whatsoever with regard to the Service.
In relation to the provision of the Service, we accept no liability for any indirect or consequential loss or damage, or for any loss of data, profit, revenue or business (whether direct or indirect), however caused, even if foreseeable. In circumstances where you suffer loss or damage arising out of or in connection with the use, performance or non-performance of the Service, we accept no liability for this loss or damage (except where we have been negligent) whether due to inaccuracy, error, omission or any other cause and whether on our part or on the part of our servants, agents or any other person.
If either party is liable to the other for any reason, each party’s liability will be limited to the amount of fees paid by you for Service for the year in which such liability arose. This limit does not apply to any liability either party may have for death or personal injury resulting from our negligence. In no event shall either party be liable for any loss of business, loss of business opportunity, loss of profits, loss of reputation or goodwill or any other consequential, special or indirect loss of any nature, whether arising in tort or on any other basis.
You acknowledge that we cannot and do not guarantee or warrant that any material available for downloading from the Service will be free from infection, viruses and/or other code that has contaminating or destructive properties. You are responsible for implementing sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy your particular requirements for the accuracy of data input and output.
The limitations and exclusions in this condition do not affect your non-excludable statutory rights only apply to the extent permitted by applicable law.
10. Operating Policies
You agree to comply with our operating policies from time to time that govern your activity in connection with the Service.
You must make sure that you own all intellectual property rights, including copyright and database rights, in any material that you send to us to publish on the website ("Material") or that you post in discussion areas ("Postings").
You should also ensure that Material and Postings are accurate and are not libellous, obscene, menacing, threatening, offensive, abusive, fraudulent, criminal or in any way illegal and that there is no legal obligation, contract or other restriction which would prevent you submitting the Material or your making the Posting.
You should retain copies of all Material and Postings and information you send to us electronically, through the website or otherwise.
If there are any restrictions as to the use to which we can put Material, we must be told in advance and we may have to reject it. We reserve the right to reject any Material at our discretion.
We shall only use the Material received for publication on our website and for the fulfilment of the Service, on a revocable, non-exclusive, royalty free, perpetual basis.
12. Discussion areas
We encourage members of the Service to contribute to our discussion areas; however, use of those areas is only authorized on the basis of these terms and conditions.
Your participation in discussion areas occurs real-time and is not edited, censored, or otherwise controlled by us. We do not screen Postings by members of the Service in the discussion areas; however, we reserve the right to monitor those areas and to remove any Postings, which we determine, in our sole discretion, to be in breach of these terms and conditions. In addition, if you see any information in those areas which breaches your or anyone else's rights or may be illegal, defamatory or otherwise should be removed, let us know immediately and, where we agree, we shall do our best to remove it as soon as possible.
Any views expressed in Postings in the website discussion areas are not necessarily those of Shaping Tomorrow Limited or anyone connected with it.
In order to maintain informative and valuable discussion areas that meet the needs of the members of the Service, we have established the following additional rules for participation in discussion areas:
13. Informed consent
By agreeing to these terms, you give your informed consent based upon affirming your clear appreciation and understanding of the facts, implications, and future consequences of any action made by you in using our services.