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Membership Terms And Conditions


Rateyoursalon membership terms and conditions   

The terms and conditions set out below, together with the provisions set out on the attached Membership Agreement apply to the contract for the provision of services in relation to management of a salon listing on the Rateyoursalon.com website, between the ‘Salon’ (as specified in the attached Membership Agreement) and Rateyoursalon.com Limited. Please review the terms and conditions carefully, paying particular attention to:

Condition 2.6 under which RYS is authorised to share with the Salon’s competitors and others, data regarding the usage and viewership of the Salon’s listing on the RYS website.

Condition 5.6 under which the Salon indemnifies RYS.

Conditions 5.8 and 5.9, which contain important restrictions on Salon’s conduct in order to help ensure the ensure the integrity of the RYS Website as a forum for sharing independent viewpoints.

Condition 10 under which RYS limits its liability to the Salon.

Background:

  1. Rateyoursalon.com Salon Listings is a subscription service for salons that helps potential customers in the United Kingdom to more easily inform themselves about, and engage with the salon.
  2. RYS has developed certain software applications and platforms which it makes available to salon owners via the internet to enable them to manage aspects of the listing entry for their salon.
  3. The Salon wishes to use RYS's service in its business operations.
  4. RYS has agreed to provide and the Salon has agreed to take and pay for RYS's service subject to the terms and conditions of this agreement.

The parties agree as follows:

1. Interpretation

In this Agreement, unless the context otherwise requires:

Agreement

    • means these Terms and Conditions and the Membership Form.

Annual Subscription Charge

    • means the annual subscription charge for the Service set out in the Membership Agreement as varied in accordance with this Agreement.

Conditions

    • means these terms and conditions.

Fees

    • means the Annual Subscription Charge specified in the Membership Form as adjusted from time to time in accordance with this Agreement.

Force Majeure Event

    • means an event or sequence of events beyond a Party's reasonable control preventing or delaying it from performing its obligations under this Agreement, but inability to pay is not a Force Majeure Event.

Initial Period

    • means the initial period of 12 months from the Start Date.

Intellectual Property Rights

    • means copyright, patents, knowhow, trade secrets, trade marks, trade names, design right, get-up, database rights, chip topography rights, mask works, utility models, domain names and all similar rights.

Joining Fee

    • means the one-off charge specified as the Joining Fee in the Membership Form.

Membership Form

    • means the form containing details of the Salon’s subscription to the Service, to which these Conditions are attached.

Page Management Tool

    • means the technical means provided by RYS to the Salon to manage aspects of the Salon Listing.

RYS Website

    • means RYS’ website available at www.rateyoursalon.com which is used by Visitors to learn more about the Salon, and to read and make reviews of their experience with the Salon.

RYS

    • means Rateyoursalon.com Ltd, a company registered in England and Wales under company number 09627244, whose registered office is at 140 Hydes Road, Wednesbury, West Midlands, WS10 0DH.

Salon

    • means the company, partnership or sole trader specified as the Salon in the Membership Form

Salon Guide

    • means any manual or user guide supplied by RYS containing operating procedures and other instructive information in respect of the use of the Services (as amended from time to time).

Salon Input

    • means any material or information provided by the Salon in the Salon Listing, including the photographs referred to in Condition 5.1 below.

Salon Listing

    • the portion of the RYS Website which is used by Visitors to learn more about the Salon, and to read and make reviews of their experience with the Salon.

Service

    • means access to various services available by means of the Page Management Tool, which may include: maintaining certain contact and other information on a Salon Listing, responding to Visitor comments made in the Salon Listing, listing special offers, displaying slideshows and links, and promoting its featured stylists; and usage statistics in relation to the Salon Listing and comparable competitors.

Start Date

    • means the date specified as the Start Date  in the Membership Form.

Term

    • means the Initial Period and any extension of that term.

Visitor Submission

    • means any review, comment or other contribution of any Visitor on the RYS Website, including on the Salon Listing.

 

1. Unless the context otherwise requires:

  1. 'including' means including without limitation; general words are not limited by example
  2. references to persons include individuals, unincorporated bodies, government entities, companies and corporations; and
  3. Condition headings do not affect their interpretation;

2. Service

  1. Subject to the Salon's payment of the Annual Subscription Charge the Salon is granted the right to use the Service in accordance with the terms of this Agreement.
  2. RYS must provide the Service to the Salon in accordance with the terms of this Agreement.
  3. RYS hereby grants the Salon a non-exclusive, non-transferable licence to use the Page Management Tool solely for the purpose of accessing and using the Service in accordance with the terms of this Agreement and for no other purpose whatsoever.
  4. RYS reserves the right, without liability, to reject or remove from the Salon Listing any Salon Input which do not meet the terms of this Agreement or RYS's then-current specifications, at RYS's sole discretion.
  5. RYS may redesign the RYS Website at its sole discretion at any time.
  6. The Salon acknowledges that the Service comprises sharing the levels and the nature of activity on the Salon Listing with Salon’s competitors and other third parties. The Salon hereby authorises RYS to share any such data with any third party, including its competitors.
  7. All Visitor Submissions are provided by Visitors, not by RYS. RYS cannot reasonably verify the accuracy of each one. RYS therefore take no responsibility and assume no liability for any Visitor Submission. We are not responsible for any mistakes, defamation, omissions which you may encounter, or for any infringement of intellectual property rights by any Visitor Submission. If you consider that any Visitor Submission is defamatory of the Salon or any individual, or infringes their rights in any way, please contact RYS at memberships@rateyoursalon.com.

3. Fees and payment

  1. In consideration of the Services, the Salon shall pay to RYS the Annual Subscription Charge shall be paid by the Salon annually in advance, or monthly by Direct Debit.
  2. The Joining Fee is payable immediately on signature of the Membership Form.
  3. If the Salon has elected to pay monthly by direct debt and the first Direct Debt Due Date (as specified in the Membership Form) is different than the Start Date the Salon must make a prorata initial payment in respect of the first month of this Agreement.
  4. RYS reserves the right to suspend the Service if the Salon fails to pay any monthly instalment of the Annual Subscription Charge in accordance with the terms of this Agreement. Re-activation of the Service shall be subject to payment of a £25 administration fee.
  5. If RYS provides, at the request of the Salon, any photography, advisory or other services in connection with the Service, the Salon shall become liable to pay for such services at RYS's current rates for those services.
  6. If any VAT is properly chargeable in respect of any supply made by RYS under this Agreement, the Salon shall pay the amount of that VAT to RYS against issue of a proper VAT invoice by RYS.
  7. Without limiting Condition 3.1, each amount stated as payable by the Salon under this Agreement is exclusive of VAT (if any) and is to be construed as a reference to that amount plus any VAT in respect of it.
  8. If RYS suspends provision of the Service in accordance with the terms of this Agreement, it shall not be obliged to repay any portion of the Annual Subscription Charge paid in advance for any period in which RYS suspends the Service.
  9. Where sums due under this Agreement are not paid in full by the due date, RYS may, without limiting its other rights, charge interest on such sums at the statutory interest rate (as defined by the Late Payment of Commercial Debts (Interest) Act 1998).
  10. Interest will:
    1. accrue on a daily basis; and
    2. apply from the due date for payment until actual payment in full, whether before or after judgment.
  11. RYS shall be entitled to increase the Annual Subscription Fees, or the fees payable in respect of any additional services, at the start of each Renewal Period upon 2 months’  prior notice to the Salon and the Membership Form shall be deemed to have been amended accordingly.
  12. No refunds will be made for non-use or limited use of the Service.

4. Security

  1. RYS and the Salon will each take all necessary measures to comply with such security measures in relation to the Service notified by RYS from time to time to the Salon. The Salon will take all necessary measures to ensure that each staff member accessing the Service directly or indirectly complies with the any such security measures.
  2. The Salon will be responsible for maintaining the security of any passwords or usernames issued to it in respect of the Service.
  3. Each Party will co-operate with any investigation relating to security that is carried out by or on behalf of RYS.
  4. The Salon acknowledges that any personal data in relation to the owner or staff of the Salon shall be processed by RYS in accordance with its Privacy Policy.

5. Undertakings by the Salon

  1. The Salon agrees to provide RYS with salon interior images that are taken by a professional photographer, which meet RYS’ quality standards and specifications as notified to Salon.
  2. The Salon undertakes in favour of RYS as follows:
    1. to notify RYS promptly of any unauthorised disclosure, use or copying of the Salon Guide or any other operating manuals and documents provided by RYS in connection with the Service, of which the Salon has notice;
    2. not to remove, suppress or modify in any way any proprietary markings including any trade mark or copyright notice on the RYS Website;
    3. not to resell, re-market or otherwise distribute any portion of the Service or offer the Service to others;
    4. to be solely responsible for any Salon Input  submitted by the Salon to the Salon Input base or to RYS in connection with the Service;
    5. to be responsible for, and at its own cost:
      1. obtaining and maintaining all necessary permissions, consents and licences to enabling it to use the Service and submit the Salon Input;
      2. comply with all applicable conventions and codes of practice and all applicable laws, regulations, and other similar forms of legislation in all relevant jurisdictions that may relate to the Salon's use and access of the Service.
    6. to take all necessary precautions to ensure that Salon Input  supplied to the Salon Input base is:
      1. honest, accurate, truthful; and
      2. is free from viruses or other malware;
    7. ensure that in its use of the Service to respond to comments from Visitors it maintains a civil, courteous manner
    8. use the Service in accordance with the RYS Website Terms of use (as amended from time to time), any applicable law and in a manner which does not interfere with, disturb, or disrupt other RYS Website users, services, or equipment, as determined by RYS in its sole discretion; and
    9. at all times promote the RYS Website in the Salon premises by means of promotional materials provided by RYS.
  3. The Salon shall, at its own cost, be responsible for obtaining (or obtaining relief from any requirements for) all regulatory approvals which the Salon is required to obtain. RYS shall provide all reasonable assistance to the Salon in that regard.
  4. The Salon shall maintain procedures to facilitate reconstruction of any lost Salon Input  and the Salon agrees that RYS will not be liable under any circumstances for any consequences arising from lost or corrupted Salon Input  or files which would not have been lost if such procedures had been maintained.
  5. The Salon is solely responsible for carrying out all necessary back up procedures for its own benefit to ensure that Salon Input integrity can be maintained in the event of loss of Salon Input  for any reason.
  6. The Salon shall defend, indemnify and hold harmless RYS against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Salon's use of the Services, provided that:
    1. the Salon is given prompt notice of any such claim;
    2. RYS provides reasonable co-operation to the Salon in the defence and settlement of such claim, at the Salon's expense; and
    3. the Salon is given sole authority to defend or settle the claim.
  7. The Salon shall ensure that none of the following are included in any Salon Input: (a) any items prohibited by applicable laws or regulatory requirements; (b)  any item that infringes the intellectual property rights or other rights of any person; or (c) any material that is offensive, intimidatory, defamatory, obscene, blasphemous, profane or otherwise objectionable.
  8. The Salon shall not, and shall ensure that no member of its staff or family shall not, interact with the RYS Website as a Visitor, including posting a review of the Salon or any other Salon.
  9. The Salon shall not pay incentivise any Visitor in any way to post a positive Visitor Submission, including by means of any discount on services available at the Salon or elsewhere.
  10. The Salon shall not pressure, intimidate or harass any Visitor on the basis of their interaction with the RYS Website, including any negative reviews.

6. Salon Input  Intellectual Property Rights

  1. All Intellectual Property Rights in the Salon Input, all amendments or additions to the Salon Input , and databases and other compilations including any of such, belong to the Salon.
  2. The Salon grants RYS a licence to use, edit, create databases from, copy and store the Salon Input for the purposes of the Service, and for the purposes any promotion of the RYS Website or any other RYS products or services, including emails to Visitors.
  3. The Salon hereby permit RYS to bid on internet search keyword terms (including Google Adwords) and make use of search engine optimisation services and similar services that embody, incorporate or quote (in whole or part) the trading name of you or any brands used in connection with the Salon.                                                                                

7. Term

  1. This Agreement commences on the Start Date.
  2. If you pay the Annual Subscription Fee monthly by Direct Debit: Unless terminated earlier in accordance with Condition 11 or this Condition 7.2, this agreement shall continue for the Initial Period and shall automatically extend for a further period of 12 months (Extended Term) at the end of the Initial Period and at the end of each Extended Term. Either party may give notice to the other party, not later than 30 days before the end of the Initial Period or the relevant Extended Term, to terminate this agreement at the end of the Initial Period or the relevant Extended Term, as the case may be.
  3. If you are paying the Annual Subscription Fee up front: Unless terminated earlier in accordance with Condition 11 or this Condition 7.3 this Agreement shall continue for the  Initial Period, when it shall terminate automatically without notice unless, no later than 30 days before the end of the Initial Period (or any Extended Term agreed under this clause), the parties agree in writing that the term of the agreement shall be extended for 12 months (Extended Term). Unless it is further extended under this clause or terminated earlier in accordance with Condition 11, the agreement shall terminate automatically without notice at the end of an Extended Term.

8. RYS Intellectual Property Rights

  1. Apart from  Salon Input , the Salon acknowledges that all Intellectual Property Rights in the Service including the RYS Website, the Salon Listing, the Page Management Tool, the Salon Guide and all related materials as between RYS and the Salon are and shall at all times remain the property of RYS or its licensors. No rights to or property in the Service shall pass to the Salon. No right to modify, adapt or create derivative works from the Service or any part of it is granted to the Salon.

9. Warranties and undertakings

  1. RYS hereby warrants that to the best of its knowledge it has the right to grant to the Salon access to the Service on the terms of this Agreement and that the Salon Guide is and will continue to be of a standard which will enable trained personnel of the Salon to understand and operate the Service.
  2. RYS undertakes to the Salon that it will follow its normal procedures and processes to test for viruses contained in or introduced into the RYS Website;
  3. RYS will not be liable for any deficiency in the Service attributable to operator error, deficiencies or errors relating to any third party component not provided by RYS or third party connectivity necessary to access the Service. When notifying a defect or error the Salon must provide RYS with one or more documented examples of such defect or error.
  4. RYS does not warrant that the Salon's use of the Services will be uninterrupted or error-free; or that the Services and/or the information obtained by the Salon through the Services will meet the Salon's requirements; and is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet. The Salon acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
  5. RYS makes no warranties, as to the number of Visitors to or pages displayed on the RYS Website or the functionality, performance, or response times of the RYS Website.
  6. RYS will have no obligation under this Condition 9 to the extent a claim is based on use of the Services in a manner inconsistent with this Agreement or the Salon Guide, or as a result of negligence or wilful misconduct of the Salon.

10. IMPORTANT – LIMITATION OF LIABILITY OF RYS TO SALON

  1. This Condition 10 sets out the entire financial liability of RYS (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Salon:
    1. arising under or in connection with this agreement;
    2. in respect of any use made by the Salon of the Services or any part of them; and
    3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
  2. Except as expressly and specifically provided in this agreement:
    1. the Salon assumes sole responsibility for results obtained from the use of the Services by the Salon, and for conclusions drawn from such use. RYS shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to RYS by the Salon in connection with the Services, or any actions taken by RYS at the Salon's direction;
    2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
    3. the Services are provided to the Salon on an "as is" basis.
  3. Nothing in this agreement excludes the liability of RYS:
    1. for death or personal injury caused by RYS's negligence; or
    2. for fraud or fraudulent misrepresentation.
  4. Subject to Condition 10.2 and Condition 10.3:
    1. RYS shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
    2. RYS's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Annual Subscription Fees paid for the Service during the 12 months immediately preceding the date on which the claim arose.

11. Termination

  1. Without prejudice to its other rights and remedies either Party may, by written notice to the other (the 'Breaching Party'), terminate this Agreement, with immediate effect, upon or at any time following the occurrence of one or more of the following events:
    1. the Breaching Party is in material or persistent breach of any of its obligations under this Agreement or the RYS Website Terms of Use and either that breach is incapable of remedy, or the Breaching Party has failed to remedy that breach within 7 days after receiving written notice requiring it to remedy that breach; or
    2. is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally.
  2. Notwithstanding the termination of this Agreement, the Salon shall remain liable to pay to RYS all sums accrued due on or prior to the date of termination.

12. Confidentiality

  1. Each Party shall keep confidential all information of the other party relating to the Salon Input base, the contents of this Agreement, or the business of the other Party. For the purposes of this Condition, any Salon Input  provided by the Salon to RYS shall be deemed to be confidential information of the Salon and shall not be disclosed save as contemplated by this Agreement and the provisions of the Service. The provisions of this Condition shall not apply to:
    1. any information which was in the public domain at the date of this Agreement;
    2. any information which comes into the public domain subsequently other than as a consequence of any breach of this or any related agreement;
    3. any disclosure required by law or a competent authority or otherwise by the provisions of this Agreement; or
    4. any Salon Input.
  2. The foregoing confidentiality obligations shall remain in full force and effect notwithstanding the expiry or earlier termination of this Agreement.

13. Force Majeure

  1. RYS shall have no liability to the Salon under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of RYS or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Salon is notified of such an event and its expected duration.

14. Notices

  1. Any notice given to RYS under this Agreement must be emailed to Memberships@rateyoursalon.com.

15. Publicity

  1. The Salon hereby grants RYS permission to publicise the fact that it is a Salon Listing customer of RYS, including in a press release or on social media.
  2. The Salon shall not use, display or modify RYS's trademarks in any manner without the prior written consent of RYS.

16. General

  1. Compliance with law

Each Party shall comply and shall (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under this Agreement, its employees, agents and representatives will comply with all applicable laws and regulations, provided that neither Party shall be liable for any breach to the extent that such breach is directly caused or contributed to by any act or default of the other Party or its employees, agents and representatives.

  1. Relationship

The Parties are independent businesses and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.

  1. Survival

Provisions which by their terms or intent are to survive termination of this agreement will do so.

  1. Variation

RYS  may reasonably revise these Terms from time to time and will endeavour to provide the Salon with reasonable advance notice where this is appropriate due to the nature of the revision. RYS will notify the Salon by notifying the Salon in writing. No amendment or variation of this Agreement will be otherwise be valid unless confirmed as agreed in writing by an authorised signatory of each Party.

  1. Severability

The unenforceability of any part of this Agreement will not affect the enforceability of any other part.

  1. Waiver

Failure by either Party to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.

  1. Further assurance

Each Party will, at its own cost, do all further acts and execute all further documents which may be necessary to give full effect to this Agreement.

  1. Priority

The terms of this Agreement prevail over the Schedule and the Appendices.

  1. Equitable relief

Each Party recognises that its breach or threatened breach of this Agreement may cause the other irreparable harm, and that the other may therefore be entitled to injunctive or other equitable relief.

  1. Rights of third parties

For the purposes of the Contracts (Rights of Third Parties) Act 1999, this Agreement is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions. However, this does not affect any right or remedy of such a person that exists or is available apart from that Act.

Governing Law

  1. This Agreement is governed by the law of England and Wales.

Entire agreement

  1. This Agreement, together with the documents referred to in it, constitutes the entire agreement and understanding between the Parties in respect of the matters dealt with in it and supersedes, cancels and nullifies any previous agreement between the Parties in relation to such matters notwithstanding the terms of any previous agreement or arrangement expressed to survive termination.
  2. Each of the Parties acknowledges and agrees that in entering into this Agreement and the documents referred to in it it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or undertaking (whether negligently or innocently made) other than as expressly set out in this Agreement. The only remedy available to either Party in respect of any such statements, representation, warranty or understanding shall be for breach of contract under the terms of this Agreement.
  3. Nothing in this Agreement shall operate to exclude any liability for fraud.