1. Parties and effectiveness of this Agreement
- 1.1 When we refer to we or us in this Agreement, we mean Pathways Global Limited, a private limited company incorporated in Jersey (registered number 126303) and having its registered office at 2nd Floor, The Le Gallais Building, 54 Bath Street, St. Helier, Jersey JE1 1FW.
- 1.2 When we refer to you in this Agreement, we mean the person who has subscribed for use of the Platform via the Site on the terms set out in this Agreement.
- 1.3 This Agreement means this user agreement between you and us, as the same may be amended or supplemented by us from time to time, which applies to your use of the Platform.
- 1.4 This Agreement comes into effect between you and us when you confirm electronically (by checking the “I Agree” box via the Platform) that you agree to it.
2. Definitions and Interpretation
The definitions and rules of interpretation in this Clause 2 apply in this Agreement.
Business Blueprint means the business blueprint generated by you or your Users using the Platform to identify possible priority growth enablers in key areas of your business;
Content means any and all text, numbers, graphics, audio and images, whether in physical or electronic form, as displayed on or derived from the Platform;
Credit means any non-refundable Fees paid in advance by you which show as an online credit in your User Account;
Customer Data means the data, including personal data, provided or made available to us by you and/or your Users in connection with your use of the Platform;
Fees means the fees payable by you to us in advance for use of the Platform, as specified on the Site from time to time;
Intellectual Property Rights means patents, registered designs, trademarks, copyright, design rights, database rights, rights in and to confidential information and know-how, any rights to apply for any of the foregoing, and any rights analogous to the same anywhere in the world (whether registered or unregistered);
Login Details means your username and password for your User Account;
Platform means the operating system, software and Content branded as “The Business Growth Pathway” which can be accessed via the Site and through which Business Blueprints can be generated on a pay-per-document basis;
Site means https://growthpathways.com/ or any other website notified by us to you from time to time as enabling you to access the Platform;
User means any of your employees, agents and independent contractors who you authorise to use the Platform on your behalf; and
User Account means a data account in your name on the Platform that enables you and your Users to access and use the Platform in accordance with this Agreement.
- 2.2 References to Clauses are to the clauses of this Agreement. Clause headings shall not affect the interpretation of this Agreement.
- 2.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
- 2.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other genders.
- 2.5 Any phrase introduced by the term “other”, “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding such term.
3. Your User Account
- 3.1. In order to access the Platform, you must first register with us via the Site. You must provide us with all information requested by us during the registration process and, provided you do so, we will open a User Account for you.
- 3.2 Your User Account will not hold any funds but will show the number of Credits (if any) held by us for you which will allow you to use the Platform to generate Business Blueprints.
- 3.3 When a User Account is opened for you, you will be asked to choose your Login Details. Each time you seek to access your User Account, we will check your identity by asking for your Login Details. As long as your correct Login Details are entered, you agree that, subject to Clauses 3.4 and 3.5, we will be entitled to assume that you or a User are the person accessing your User Account. You must therefore keep the Login Details secret and secure and make sure that they are not stored in a way that enables others to access them or impersonate you. In addition, if you disclose the Login Details to any person, you will be responsible and liable for any access, use, misuse or disclosure of your Login Details, your User Account or your Credits by such person.
- 3.4 You must tell us immediately if you discover or suspect that the security of your Login Details may have been compromised. If we receive such a notification from you or determine ourselves that the security of your Login Details may have been compromised and we decide to take action based on that, you will not be able to access the Platform until measures have been taken to verify your identity.
- 3.5 Unless and until you tell us that you believe that someone else knows your Login Details or can use your User Account by impersonating you:
(a) you will be responsible for any instruction which we receive and act on via your User Account, even if it was not given by you; and
(b) we will not be responsible for any unauthorised access to your User Account or the information available in it, or any use of Credit(s).
4. Use of the Platform and Business Blueprints
- 4.1 You undertake that you shall not, and that you shall procure that your Users shall not:
(a) use the Platform or any Business Blueprint in any manner, whether directly or indirectly, that would enable any third party to use or benefit from the Platform or any Business Blueprint for any purpose whatsoever without paying us to do so; (b) copy, reproduce, download, transmit, disseminate or use any Business Blueprint or any Content or other information downloaded or otherwise obtained from the Platform or any Business Blueprint except to the extent expressly permitted under this Agreement;
(c) use the Platform or any Business Blueprint in any unlawful manner or in any other manner that could damage, disable, overload or impair (as the case may be) the same or the servers on which the Platform is hosted;
(d) upload, post, publish, display, transmit, share, store or otherwise make available on the Platform any information that we may deem:
(i) to be misleading, harmful, threatening, unlawful, libellous, defamatory, infringing of any Intellectual Property Rights, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
(ii) to contain viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any software, hardware or systems;
(iii) to be unsolicited or unauthorized advertising, promotional material or other form of solicitation; and/or
(iv) to be the private information or data of any third party, including addresses, phone numbers, email addresses or other identifiers, credit card numbers and/or debit card numbers;
(e) register on the Platform more than once or register on the Platform on behalf of a person other than yourself without that person’s prior written authorisation;
(f) impersonate any person, or falsely state or otherwise misrepresent any Customer Data;
(g) use or attempt to use another person’s User Account without authorisation, or create a false identity in relation to the Platform or any Account;
(h) de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software relating to the Platform (or attempt, procure or permit any of the foregoing); or
(i) remove the copyright or trade mark notice(s) from the Platform and/or any Business Blueprint.
- 4.2 You shall indemnify and keep us indemnified from and against any and all losses, liabilities, claims, demands, damages, costs and expenses arising directly or indirectly out of or in connection with:
(a) any breach by you of this Agreement;
(b) your use of the Platform;
(c) any Customer Data; and
(d) any infringement of any Intellectual Property Rights or other rights of any third party.
This Clause 4.2 shall survive the termination of this Agreement.
5. Intellectual Property Rights
- 5.1 You acknowledge and agree that we own all Intellectual Property Rights in and to the Platform and the Business Blueprints and that, except as expressly provided in this Agreement, you obtain no rights from us with respect thereto.
- 5.2 Subject to payment by you to us of the Fees therefor, we hereby grant to you:
(a) a limited, revocable, non-exclusive, non-sub-licensable, non-transferable, worldwide licence to use the Platform solely for your own internal business purposes in accordance with this Agreement; and
(b) an irrevocable, perpetual, non-exclusive, non-sub-licensable, non-transferable, worldwide licence to use any Business Blueprints generated by you or your Users solely for your own internal business purposes in accordance with this Agreement.
- 5.3 We acknowledge and agree that you own all Intellectual Property Rights in and to the Customer Data and that, except as expressly provided in this Agreement (including Clause 5.4), we obtain no rights from you in respect of the Customer Data.
- 5.4 You hereby grant to us an irrevocable, perpetual, non-exclusive, transferable, fully paid, sub-licensable, worldwide licence to use and process your Customer Data:
(b) for research, statistical, analytical, benchmarking, marketing and other lawful business purposes at any time (including after termination of this Agreement) provided that before disclosure to any third party such Customer Data shall be anonymised so that neither you nor any of your Users can be directly identified from it.
6. Warranties and Representations
- You represent and warrant to us that:
(a) the Customer Data is true and accurate in all material respects;
(b) you and your Users have permission to provide and make available to us all Customer Data and you have the inalienable right to grant the licence set out in Clause 5.4;
(c) none of the Customer Data will infringe the rights of any third party, including Intellectual Property Rights, and none of the Customer Data will contain libellous, defamatory or otherwise unlawful material;
(d) you are entering into this Agreement as principal and not as agent or on behalf of any third party;
(e) this Agreement will not violate any law, regulation, order, ordinance, charter, by-law or rule applicable to you, or any other agreement by which you are bound or by which you or any of your assets are affected; and
- 7.1 In this Clause 7, Confidential Information means all information disclosed or made available by you to us or by us to you at any time (whether electronically or by any other means), including information relating to products, operations, processes, plans or intentions, know how, trade secrets, customers, clients, market opportunities and business affairs.
- 7.2 The recipient of Confidential Information:
(a) shall not use it other than to the exercise and perform rights and obligations under this Agreement;
(b) shall not at any time disclose it to anyone without prior written consent or in accordance with Clauses 7.3, 7.4 or 7.5; and
(c) shall at all times use all reasonable endeavours to prevent its use or disclosure and, in the case of Individual Recipients, comply with Clause 7.4.
- 7.3 Subject to Clause 7.4, during the term of this Agreement the recipient may disclose Confidential Information to any of its directors, officers or employees or to any of its affiliates or subcontractors or any of their directors, officers or employees (in any such case, an Individual Recipient) to the extent that disclosure is reasonably necessary for the purposes of this Agreement.
- 7.4 The recipient shall ensure that its Individual Recipients comply with the recipient’s obligations of confidentiality under this Agreement as if the Individual Recipients were party to this Agreement.
- 7.5 Clauses 7.2 to 7.4 do not apply to Confidential Information which:
(a) is or becomes publicly known other than by the recipient’s or an Individual Recipient’s breach of this Agreement;
(b) can be shown by the recipient to have been known by the recipient before it was disclosed or made available to it in connection with this Agreement;
(c) is required by law or by order of a body of competent jurisdiction to be disclosed; or
(d) in the case of the Customer Data, has been anonymised pursuant to Clause 5.4(b).
- 8.1 Except as may be expressly set out in this Agreement, all other conditions, warranties and representations, whether express or implied by statute or otherwise, in relation to the performance of our obligations under this Agreement are hereby excluded to the fullest extent permitted by law and we shall have no other obligation, duty or liability whatsoever in contract, tort, by statute or otherwise to you arising out of or in connection with this Agreement.
- 8.2 Without prejudice to the generality of Clause 8.1, you acknowledge and agree that:
(a) we do not provide, nor do we purport to provide, any investment, financial, accounting, taxation or legal advice in any jurisdiction and nothing that we do or communicate to you shall be construed as the provision of any such advice by us. You should obtain your own independent advice in relation to such matters, as you consider necessary;
(b) the Platform and the Business Blueprints are intended to provide general indicators as to the overall stage of development of your business and possible priority growth enablers in key areas of your business, but we give no warranty, representation or undertaking as to the effect of your use of the Platform and/or any Business Blueprint on your business; and
© Business Blueprints are generated based on your Customer Data and any reliance placed by you, and any appraisals, decisions, conclusions or actions made or taken by you directly or indirectly as a result of your use of the Platform and/or any Business Blueprint are made entirely in your own discretion and at your own risk.
- 8.3 Subject to Clause 8.4:
(a) our entire and maximum liability arising out of or in connection with this Agreement (whether arising in contract, tort, by statute or otherwise) shall not, in total, exceed the aggregate Fees paid by you to us; and
(b) we shall not be liable for any indirect, incidental, special, punitive or consequential damages, loss of business, loss of business opportunity, loss of profits, loss of sales, loss of revenue, loss or corruption of data (including Customer Data), loss of anticipated savings, loss of goodwill or loss of reputation arising out of or in connection with the Platform, any Business Blueprint and/or this Agreement.
- 8.4 Nothing in this Agreement shall operate to exclude or restrict our liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
- 8.5 The invalidity, illegality or unenforceability of any provision of this Clause 8 shall not affect or impair the continuation in force of the remainder of this Clause 8.
- 9.1 We reserve the right, in our sole discretion, to terminate this Agreement and close your User Account immediately by notice in writing to you at any time if you are in material breach of any term of this Agreement.
- 9.2 Upon termination of this Agreement by you or us for whatever reason:
(a) the licence granted by us to you under Clause 5.2(a) shall terminate automatically; and (b) you will not be entitled to be reimbursed for any Credits in your User Account.
- 9.3 Termination of this Agreement shall not prejudice the rights of the parties which may have arisen on or before the date of termination. Any provision of this Agreement that expressly or by implication is intended to survive the termination shall continue in force.
- 10.1 Except as otherwise expressly provided in this Agreement, any communication in writing may be given by email to the email address last notified by you to us or by us to you.
- 10.2 Communications sent by email will be treated as received immediately upon sending, so long as the sender does not receive notice of non-transmission or non-receipt.
- 10.3 We may also (where permitted to do so by applicable law) communicate with you by posting information in your User Account or on the Site or the Platform, in which case the information will be treated as received by you when it is posted by us.
11. Amendments to this Agreement
- 11.1 We may amend this Agreement by placing a new version of this Agreement on the Site, and where possible will give you notice that a change has been made. You should periodically check the Site for updates to this Agreement. You will be deemed to have accepted any updates or amendments to this Agreement if you continue to use the Platform after such updates or amendments have been placed on the Site.
- 11.2 We may make changes to this Agreement for any purpose that we consider reasonably necessary, including:
(a) where we consider that a change will make this Agreement clearer and no less favourable to you; or
(b) to introduce new systems or technology; or
(c) to introduce new products or services; or
(d) to implement changes required by applicable law.
- 11.3 If you are not happy with any changes to this Agreement that may be made from time to time, you may terminate this Agreement by giving notice to us in accordance with Clause 10.
- 12.1 The Agreement is supplied in English and all communications between the parties will be in English.
- 12.2 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, or to constitute one party the agent of the other party, or to authorise one party to make or enter into any commitments for or on behalf of the other party.
- 12.3 If any part of this Agreement is found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the remainder shall continue in full force and effect. No single or partial exercise, or failure or delay in exercising any right, power or remedy by either you or us shall constitute a waiver of, or preclude any further exercise of, that or any other right, power or remedy arising under this Agreement or otherwise.
- 12.4 The provisions of this Agreement are personal to you and you shall not be entitled to assign or transfer any of your rights or obligations under this Agreement.
- 12.5 We, and our successors and assigns, may assign any or all of our respective rights and obligations under this Agreement.
13. Governing law and jurisdiction
- 13.1 This Agreement is governed by and construed in accordance with the laws of Jersey, Channel Islands and the parties hereby irrevocably agree that the courts of Jersey shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including any dispute relating to the existence, validity or termination of this Agreement) and that accordingly any suit, action or proceeding arising out of or in connection with this Agreement (Proceedings) may be brought in such court.
- 13.2 Nothing contained in this Clause 13 shall limit our right to take Proceedings against you in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdiction preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not.
- 13.3 You irrevocably waive (and irrevocably agree not to raise) any objection which you may have now or hereafter to the taking of any Proceedings in any such court as referred to in this Clause 13 and any claim that any such Proceedings have been brought in an inconvenient forum and further irrevocably agree that a judgment in any Proceedings brought in any such court as is referred to in this Clause 13 shall be conclusive and binding upon you and may be enforced in the court of any other jurisdiction.