Terms and Conditions


Free Users Terms & Conditions

THIS AGREEMENT sets out the terms and conditions in relation to you requesting information or services that are advertised on our Website.

Please read these terms carefully before you start to use the Website, or register with us. By registering with us you indicate that you have read and understood and accept these terms, our Terms of Use and Acceptable Use Policy, our Privacy and Cookies Policy link and that you agree to be bound, without limitation or qualification to all of those terms.

BACKGROUND

A We provide an online platform to connect Music Professionals (Members) with potential clients/customers.

B At no time will a contract come into existence as between You and Us. Any contract formed with a Member will be solely between You and the Member.

C. You must be over the age of 18 to register with Us.

1 Definitions and interpretation

1.1 In this Agreement, unless the context requires otherwise:

Force Majeure means an event or sequence of events beyond reasonable control preventing You or Us delaying from performing any obligations under this Agreement;

Registration means your registration with us to allow you to access the Platform provided by us; Member means the person or company advertising its services on our Website.

Site means the use of this site to obtain access to Members;

Platform means the services provided using this Website;

We/Us/Our means Noisesharks Limited, a company registered in England with company number 10670071 whose registered office is at 514, Hallmark Court, 6 Ursula Gould Way, London E14 7FE. Email support@noisesharks.com. Our VAT number is 632 18890 11908 A.

Website means http://www.noisesharks.com

You/Your means the individual or company accepting these Terms

2. About this Website

2.1 By registering to use the Website you can obtain information and/or request services from Members who appear on the Website.

2.2 Payments for services are dealt with/negotiated and made directly to the Member.

2.3 We reserve the right to withdraw or amend the service provided on this Website without notice. We shall not be liable if for any reason our Website is not available at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, if required. We aim to update the Website regularly and may change the content at any time. We may therefore have to suspend access to the Website, or close them if necessary.

2.4 You are responsible for making all arrangements necessary for you to have access to the Website and for ensuring that all persons who access the Website through your internet connection are aware of these Terms and that they comply with them. In order to use the Website properly, you must have the necessary hardware, software and reliable internet access, none of which is our responsibility and is your entire responsibility.

2.5 We cannot guarantee that the services on the Website will be uninterrupted or will achieve particular results, or the integrity or security of data contained therein, except to use its reasonable endeavor to rectify faults if they do occur

3. Information on the Website.

3.1 We use our best endeavors to keep the information that we place on the Website as accurate as possible but we are under no obligation to update the Site.

3.2 We have no responsibility for information on the Website submitted by and uploaded by Members and we have no liability or responsibility as to the accuracy, reliability or completeness of any information on this Website.

3.3 We do not verify the identity of the Members registered with us and we make no warranties in regard to the services they provide, nor have we vetted the services they provide. We do not verify the accuracy or truth or completeness of, and shall not be liable for and accept no responsibility for any information presented including, but not limited to, information presented by Members, liability in connection with any connections made directly with Members, or any circumstances that may arise from your use of the Website or any contract you agree or make with Members.

3.4 Where you are able to post information on the Website you understand that the information you provide will be open to the public to view. Any information you place on the Website must be in strict compliance with our Website User and Acceptable Use policies.

4. Links to Members or other websites

4.1 Any links provided on the Website to other websites are not intended to provide an endorsement by us and we will have no liability or responsibility for the content contained therein or those websites whatsoever.

5. Limit of relationship

5.1 We are not liable for any information given on the Website or directly to you by a Member or for any goods or services (lack thereof or failure to meet legal requirements) provided by a Member.

5.2 We do not provide any of the services listed by Members on the Website.

5.3 By using this Website and/or registering to use the Website, you agree and accept that no legal relationship is created between you and us and is between you and the Member only.

5.4 We make no representations or guarantees as to the services being offered or advertised by Members. We simply allow Members to use our Website to advertise goods and services, and for clients/customers to use the Website to contract to pay for those goods

and services from Members. We do not vet the services provided by individual Members nor do we recommend or endorse them.

5.5 All of the Members using our Site have given a warranty that they will provide their goods and services in accordance with their obligations under laws applicable to the Country in which the services are provided but we do not verify that information and therefore we give no guarantee or warranty in that regard. You are solely responsible for making your own checks in regards to the Members skills to undertake the services that you are wishing for them to complete.

6 Termination

6.1 We may suspend or permanently terminate your use of the Website if you breach any of the provisions of the terms set out in this agreement.

6.2 You may terminate this Agreement at any time by contacting us using our contact details on our Contact page and we will delete your registration details and all details that we hold on you from our database.

7. Limit of liability

7.1 To the extent permitted by law, we have no liability whatsoever relating to the information on this Website, or the services advertised by Members. This does not affect your statutory rights under English Law. We do not limit or exclude our liability for death or personal injury caused by our negligence, fraudulent misrepresentation or any other liability which we cannot exclude by law.

7.2 We shall not be liable for losses or damages (whether direct, indirect or consequential) whatsoever, whether in contract, tort (including negligence), or otherwise arising from this Website or the use of the Platform, or from any interruption or delay in accessing this Website.

7.3 By agreeing to these terms, you agree to fully indemnify, defend and hold Us harmless our officers, directors, employees, contractors, agents, suppliers, service providers, licensors and third party partners from and against all third party claims, costs, losses and/or liabilities relating or arising in connection with any illegal use of the Website, any breach of your representations or warranties or any violation of these terms by you or anyone to whom you allow access to the Website using your internet connection and or registration details.

8. Your Information

8.1 We process information about you in accordance with our Privacy and Cookies Policy 

9. Registration

9.1 By registering to use the Website you agree that:

• you have read, understood and agree to all of the terms set out in this Agreement (and all other Terms referred to as if they were set out in full within this Agreement);

• you are over the age of 18 and that you have the legal capacity to enter into and be bound by these terms;

• you understand that we are only acting as a platform and that the contract for services to be provided by Members is only between you and the Member;

• the information that you provide to us is accurate;

• you will keep any username and password that we supply to you private and shall not allow another person to use those details to purchase goods via the Website

9.2 These terms do not affect your statutory rights.

9.3 We reserve the right to refuse to accept your registration or to suspend or deny access to the Website if you breach of the terms set out in this Agreement.

9.4 There is no fee to you to register to use the Website.

10 Complaints

10.1 We hope that you will be happy with the service provided within our Website

however, if you do have any complaints regarding the service we provide then please contact us using our Contact page. You can also submit a complaint for online resolution to the European Commission Online Dispute Resolution platform if you are a resident in the European Union.

10.2 If you have any complaints in regards to the services provided by a Member, and then please follow their internal complaints procedure. If you are unhappy with the outcome then please contact us  us however, we do not make any warranties or representations as to what steps we will take in regards to such complaints.

11 Force Majeure

11.1 We will not be liable if we are prevented or delayed in performing our obligations

under these terms due to Force Majeure.

12 General

12.1 Severance

If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement will not be affected.

12.2 Rights of third parties

No person other than You or Us a Party will have any right to enforce any of this Agreement’s provisions.

13 Governing law and jurisdiction

13.1 This Agreement and any dispute or claim arising out of, or in connection with, it, its

subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales.

13.2 The Parties irrevocably agree that the courts of England and Wales will have

exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).


Paying Users Terms and Conditions

THIS AGREEMENT sets out the terms and conditions in relation to your Membership with Us on Our Website, the services We will provide and the terms on which you may place profiles with Us.

This Agreement must be read in conjunction with our General Website User Terms, Privacy and Cookies Policy (Our Policies”) - links

BACKGROUND

  1. A  We provide an online platform to connect music professional to Clients.

  2. B  You confirm and warrant that you are acting as a professional i.e. that you are acting in the course of a business, trade or profession.

  3. C  The Client is a business or consumer who uses the Website to contact Members and/or request Member services.

  4. D  The parties have agreed that we will allow you to use our Website to advertise your services on our Website and all information submitted by you must be in accordance with these terms and conditions.

  5. E  At no time will a contract come into existence as between Us and the Client. Any contract formed with the Client will be solely between the Member and the Client.

F. You must be over the age of 18 to have a Membership with Us.

1 Definitions and interpretation

1.1 In this Agreement, unless the context requires otherwise:

Advertising means your placing of any information on our Website in respect of the services you supply;

Business Day means a day other than a Saturday, Sunday or bank or public holiday in England;

Commencement Date means the date of this Agreement;

Client means a business, an individual or consumer requesting information or the provision of services from the Member;

Force Majeure means an event or sequence of events beyond reasonable control preventing the Seller or Us delaying from performing the obligations under this Agreement save that an inability to pay is not a Force Majeure event;

Good Practice means, in relation to the services provided, that the Member will comply with all applicable laws in relation to the supply of services and with the British Code of Advertising Practice.

Intellectual Property Rights means copyright, rights in confidential information, Know-how, trade secrets, trademarks, service marks, trade names, design rights and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;

Member means you, as a business, who has, or has requested Membership whether acting as a limited company or sole trader and includes all employees and agents.

Membership means the access that you will have to our Services and the Website upon paying the Membership Fee;

Membership Fee means the amount you agree to pay for your Membership for each Term, at such rate as agreed between us at the commencement of each Term and any Transaction Fees;

Operating rules means the rules (as amended from time to time) that affect the Member’s use of the Services;

Profile means the information relating to the Member including (but not limited to) name, contact details, photographs, qualifications and/or skills and experience, video and audio demos;

Security Device means the Member’s account codes or numbers, passwords and other security devices as may be agreed from time to time between us and the Member;

Services means, as the context permits, the Services that we have agreed to provide pursuant to the terms of this Agreement;

Services Contracts means the contract that the Member enters into with the Client; Term means the amount of time for which you have requested Membership; Transaction Fee means the charges that we may incur in processing your payment; VAT means value added tax, as defined by the Value Added Tax Act 1994.

We/Us/Our means Noisesharks Limited, a company registered in England with company number 10670071 whose registered office is at 514, Hallmark Court, 6 Ursula Gould Way, London E14 7FE. Email support@noisesharks.com. Our VAT number is 632 18890 11908 A.

Website means http://www.noisesharks.com
You/Your means the Member who applies for or has a Membership with Us.

1.2 This Agreement is to be interpreted in accordance with the following:

  1. 1.2.1  each gender includes the others and the singular includes the plural and vice versa;

  2. 1.2.2  references to clauses or schedules are to clauses or schedules of this Agreement;

  3. 1.2.3  references to this Agreement include its schedule and appendices and any Orders;

  4. 1.2.4  'including' means including without limitation and general words are not limited by

example;

1.2.5 references to persons include individuals, unincorporated bodies, government entities, companies and corporations;

  1. 1.2.6  clause headings do not affect the interpretation of this Agreement;

  2. 1.2.7  a reference to a statute or a statutory provision is a reference to it as in force as at the

date of this Agreement or amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of either party under this Agreement;

1.2.8 a reference to a statute or a statutory provision includes all subordinate legislation made from time to time under that statute or statutory provision;

  1. 1.2.9  references to time will mean London time, unless otherwise stated;

  2. 1.2.10  'in writing' means communication by letter or fax or email and written will be

interpreted accordingly;

1.2.11 references to books, records or other information include paper, electronically or magnetically stored data, film, microfilm, and information in any other form; and

1.2.12 reference to any English action, remedy, method of judicial proceeding, court, legal document, legal concept, legal status, legal doctrine or thing will in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English equivalent;

1.2.13 references to a Party or Parties means the Us and the Member.

2 Supply of Services

2.1 This Agreement commences on the Commencement Date for a Term and thereafter this agreement will renew automatically for a new Term on the same terms until it is terminated in accordance with clause 10.

2,2 The procedure for applying for Membership and Our Services is set out in clause 3.

2.3 During the Term and at the expiry of the Term We hereby grant the Member a non- exclusive, non-transferable license to use the Website solely for the purpose of accessing and

using the Service in accordance with the terms of the Agreement and for no other purpose whatsoever.

2.4 Once your Membership has been accepted by us and you have paid the Membership Fee, although you can cancel your Membership upon the giving of notice as set out in this Agreement, there will be no refund granted in respect of the Membership Fee.

3 Membership

3.1 To apply for Membership will you will to complete membership request form and pay the Membership Fee. We may ask to provide us with verification information regarding your status.

3.2 The submission of a membership request form will constitute an offer by you to use the Services on the terms of this Agreement.

3.3 We may accept or reject a membership request at our discretion. A membership request will not be accepted, and no binding obligation to supply any Services will arise, until the earlier of:

3.3.1 Our receiving from you all information that we request to verify your business status or other information we may request and payment of the Membership Fee and thereafter

• •

Our written acceptance of the request; or
Our supplying the Services or notifying you that we have commenced supply of the Services (as the case may be).

Rejection by us of a membership request, including any communication that may

3.4
accompany such rejection, will not constitute a counter-offer capable of acceptance by you.

4 Delivery of Services

4.1 Once a membership request has been accepted, the Member will usually be able to insert your Portfolio within 24 hours but time is not of the essence.

4.2 If the Member breaches any of the terms of this agreement We may at a sole discretion:

  1. 4.2.1  terminate this Agreement;

  2. 4.2.2  Refuse to accept any subsequent membership requests from the ex-Member;

  3. 4.2.3  recover from the Member all losses, damages, costs and expenses incurred by Us

arising from the Member's default.

4.3 We will not be liable for any delay in or failure of delivery to the extent caused by:

4.3.1 the Member’s failure to: (i) provide us necessary information to provide our Services, (ii) provide Us with adequate instructions for supply or otherwise relating to the Services; or

4.3.2 an event of Force Majeure.

5 Warranties

  1. 5.1  The Services delivered by Us will be supplied with reasonable skill and care.

  2. 5.2  We will not be liable for any failure of the Services to comply with clause 5.1:

  1. 5.2.1  where such failure arises by reason of the Member's wilful damage or negligence;

  2. 5.2.2  to the extent caused by the Member's failure to comply with the Our reasonable

instructions as to: (i) use or benefit from the Services, or (ii) good practice in relation to use or benefit from the Services;

5.2.3 to the extent caused by the Us following any specific requirement of the Member in relation to the Services;

5.2.4 to the extend caused by Our changing the our host server.

5.3 We will comply with all UK applicable laws, standards and good industry practice in the supply and delivery of the Services.

5.4 The Member warrants that the Member will;

5.4.1 Ensure that, both in relation to the Services Contract and generally, it complies with all statutory requirements relating to the provision of services pursuant to the laws of the Country in which the Services Contract is performed whether such Services Contract is delivered to a consumer or a business.

5.4.2 Ensure that Clients are fully aware of the Member’s own terms and conditions (where applicable), pricing of the services to be supplied, complaints procedure etc.

5.4.3 Ensure that it complies with all Codes of Practice including Codes of Conduct laid down by the British Code of Advertising Practice and in complaint with national and international laws where the Services Contract is to take place outside of the United Kingdon.

5.4.4 Read the terms and conditions from time to time that apply to the Client's use of the Website so that it remains fully aware of what terms the Clients are entering when using the Website, and our Policies.

5.4.5 to notify Us promptly of any unauthorised use of the Member’s account details or the Website;

5.4.6 Agree to the Client using our feedback portal to leave feedback in regards to the services provided by the Member. We will not review any information posted by Clients about You on the Website. If you believe that information given is incorrect or in breach of these terms You must inform Us immediately, and we will aim to remove it (if at our total discretion We believe it should be removed) within a reasonable period of time.

5.4.7 to be solely responsible for providing and maintaining all computer equipment and software necessary for the Member to access the Service and to ensure all uploads of any nature are compatible with the Website;

5.4.8 to be solely responsible for all information set out in the Member’s Profile and for the uploading, changing, amending of the ~Member’s Profiler;

5.4.9 The Member shall, at its own cost, be responsible for obtaining (or obtaining relief from any requirements for) all regulatory approvals which it is required to obtain for providing its services;

5.4.10 To ensure that all information that the Member puts in the Website or makes available via the Website for is true and accurate and that if further confirms that: i) the publication of all Profile information will not breach any contract, infringe the copyright, trademark or other right of any third party and is not libelous of any person; ii) all licences and consents from third parties necessary for the publication of the Profile information have been obtained and paid for, including consent from living persons identified in copy or pictures (photographic or otherwise); iii) the Profile does not unlawfully discriminate on grounds of age, sex, race or religion.

5.4.11 Comply with all tax and VAT legislation in force within the United Kingdom or other taxes or levies applied outside of the United Kingdom;

5.4.12 be solely responsible for all taxes and other levies that are payable to any government or state applicable in the Member’s country of origin or where the Services Contract is to be performed;

5.4.13 Inform us immediately of any change in the Member’s status, memberships or of any factor that it is reasonable to assume would affect Membership.

6 Membership Fee

6.1 The Member will pay the Membership Fee as applicable at the time of the request for Membership, for the relevant Term or on each new Term (whether the new Term is requested or automatically renewed).

6.2 We reserve the right to change the Membership Fee from time to time but a higher rate will only be charged upon the commencement of a new Term.

6.3 The Membership Fees are exclusive of VAT which will be added at the prevailing rate at the date of payment.

6.4 The Member will pay any applicable VAT to Us on receipt of a valid VAT invoice.

7 Payment

7.1 All Membership Fees must be paid in advance (payment methods can be found on our website and membership requests will only be accepted upon receipt of cleared funds.

7.2 Payments can be made in pound sterling (GBP) or in United States dollars (USD. Where payments are made in USD you accept that we have no control over any transaction charges or the exchange rate set by either your payment provider or our payment processing agent.

8 Limitation of liability

8.1 Neither party to this Agreement limits or excludes its liability for:

  1. 8.1.1  death or personal injury caused by negligence; or

  2. 8.1.2  fraud or fraudulent misrepresentation; or

8.2 Without prejudice to clause 8.1 Our total aggregate liability under or in connection with this Agreement, whether arising in tort (including negligence), contract or in any other manner will not exceed the Membership Fee paid for the Term.

8.3 Without prejudice to clause 8.1, the Member’s total aggregate liability under or in connection with this Agreement, will not be limited.

8.4 Without prejudice to clause 8.1 We will not be liable to the Member for any:

  1. 8.4.1  loss of profits or revenues; or

  2. 8.4.2  loss of, or damage to, data or information systems; or

  3. 8.4.3  loss of contract or business opportunities; or

  4. 8.4.4  loss of anticipated savings; or

  5. 8.4.5  loss of goodwill; or

  6. 8.4.6  any indirect, special or consequential loss or damage.

9 Indemnity

9.1 The Member will indemnify Us and hold Us harmless from and against any losses, damages, liability, costs and expenses (including professional fees) incurred by it as a result of any action, demand or claim:

9.1.1 that the Member is in breach of any applicable laws as a result of any act or omission of the Member;

9.1.2 made against Us by a third party (including a Client) arising from any defect in the services provided by the Member or by the Member’s breach of this Agreement;

9.2.3 is in breach of the Advertising Code of Conduct. each being a Claim.

9.2 In the event that either party receives notice of any Claim that affects the other party to this Agreement, it will:

  1. 9.2.1  notify the other in writing as soon as reasonably practicable;

  2. 9.2.2  not make any admission of liability or agree any settlement or compromise of the

Claim without the prior written consent of each other (such consent not to be unreasonably withheld or delayed);

9.2.3 take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the Claim; and

9.2.4 provide each other with all reasonable assistance in relation to the Claim (at the Member's expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Client.

10 Termination

10.1 During the Term this Agreement may be terminated:

10.1.1 By Us where there is a breach of this Agreement by Our giving not less than 2 Business Days’ notice in writing to the Member where there is material breach of this Agreement and such breach is not remediable or, if capable of remedy, is not remedied within 1 Business Days of receiving written notice to do so; or

10.1.2 by the Member giving 1 months’ notice to terminate its Membership.

10.2 The following clauses of this Agreement will survive termination, howsoever caused:

clause 8 (limitation of liability);

clause 9 (indemnity);

clause 10 (termination);

clause 14 (general);

clause 16 (governing law and jurisdiction),

together with any other provision of this Agreement which expressly or by implication is intended to survive termination.

11 Confidential information

11.1 Each party undertakes that it will keep any information that is confidential in nature concerning the other party, the terms of this Agreement and the information relating to any Customer.

11.2 A party may:

11.2.1 disclose any Confidential Information to any of its employees, officers, representatives or advisers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this Agreement, provided that such party must ensure that each of its Representative to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause 11 as if it were a party;

11.2.2 disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including, without limitation, any securities exchange) or any other authority of competent jurisdiction to be disclosed; and

11.2.3 use Confidential Information only to perform any obligations under this Agreement.

11.3 Each Party recognises that any breach or threatened breach of this clause 11 may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the Parties agree that the non-defaulting Party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

12 Dispute resolution

12.1 The Parties will attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with this Agreement within 14 Business Days of either party notifying the other of the dispute and such efforts will involve the escalation of the dispute to the senior management of each party.

12.2 Nothing in this dispute resolution procedure will prevent the parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act.

12.3 If the dispute cannot be resolve then We may consider but are not bound to use an Alternative Dispute Resolution Service.

12.4 The obligations of the parties under this Agreement will not cease, or be suspended or delayed by the reference of a dispute to mediation (or arbitration) and each party, its subcontractors and their Representatives will comply fully with the requirements of this Agreement at all times.

13 Force Majeure

13.1 A Party will not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:

  1. 13.1.1  promptly notifies the other of the Force Majeure event and its expected duration; and

  2. 13.1.2  uses reasonable endeavours to minimise the effects of that event.

13.2 If, due to Force Majeure, a party:

  1. 13.2.1  is or will be unable to perform a material obligation; or

  2. 13.2.2  is delayed in or prevented from performing its obligations for a continuous period

exceeding 30 calendar days then the other party may terminate the Agreement on immediate written notice.

13.3 For the duration of a Force Majeure event affecting a party to this Agreement, the obligations of the other Party will be suspended for the corresponding period of time.

14 General

14.1 Compliance with law

Each party will comply and will (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under this Agreement, its representatives will comply with all applicable laws and regulations, provided that neither party will 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 that party's Representatives.

14.2 Set-off

The Member must pay all sums that it owes Us under this Agreement free and clear without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

14.3 No partnership or agency

The parties are independent of each other and are not partners, principal and agent and, save as expressly stated otherwise, this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither of the parties will have, nor will represent that it has, any authority to make any commitments on the other Party's behalf.

14.4 Variation

No variation of this Agreement will be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed (as the case may be) by, or on behalf of, each party.

14.5 Severance

If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement will not be affected.

14.6 Waiver

14.6.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement will operate as a waiver of that right, power or

remedy, nor will it preclude or restrict any future exercise of that or any other right, power or remedy.

14.6.2 No single or partial exercise of any right, power or remedy provided by law or under this Agreement will prevent any future exercise of it or the exercise of any other right, power or remedy.

14.6.3 A waiver of any term, provision, condition or breach of this Agreement will only be effective if given in writing and signed by the waiving Party, and then only in the instance and for the purpose for which it is given.

14.7 Notices
14.7.1 Any notice given by a Party under this Agreement will:

  1. (a)  be in writing and in English;

  2. (b)  be sent to the relevant party at the address set out in this agreement (for Us) and the

membership request form (for the Member) or, if sent by fax or email, to a fax number or email address nominated by the parties.

14.7.2 Notices may be given, and are deemed received 24 hours from delivery if sent to the correct email address and no notice of delivery failure is received.

  1. 14.7.3  All references to time are to the local time at the place of deemed receipt.

  2. 14.7.4  This clause does not apply to notice given in legal proceedings, arbitration or other

dispute resolution proceedings.

14.8 Conflict within an agreement

If there is a conflict between the terms of this Agreement and the terms of an Order, the terms of this Agreement will prevail.

14.9 Assignment

14.9.1. Subject to clause 14.9.2, neither party may assign, transfer, or deal in any other manner with any or all of its rights under this Agreement (each an assignment) without the prior written consent of the other party.

14.9.2 We may sub-contract in any manner any or all of its obligations under this Agreement.

14.9.3 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

14.10 Rights of third parties

No person other than a Party to this Agreement will have any right to enforce any of its provisions.

15 Entire agreement

15.1 The Parties agree that this Agreement (and the Policies referred to herein) constitute the entire agreement between them and supersede all previous agreements, understandings and arrangements between them, whether in writing or oral, in respect of its subject matter.

15.2 Each Party acknowledges that it has not entered into this Agreement or any documents entered into pursuant to it in reliance on, and will have no remedies in respect of, any representation or warranty that is not expressly set out or referred to in this Agreement or any documents entered into pursuant to it, except in the case of fraudulent misrepresentation.

16 Governing law and jurisdiction

16.1 This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales.

16.2 The Parties irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).

17. Promotions and Offers

17.1
to time:

Any promotion or promotion codes that we may advertise on the Website from time

17.2.1 can only be redeemed for that specific promotional code and for that specific purpose; 17.2.2 must be redeemed by the date stated on the promotional code.
17.1.3 will not be extended to any further Term unless specifically agreed by Us in writing.


Terms of Use and Acceptable Use policy

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE

WHAT’S IN THESE TERMS?
These terms tell you the rules for using our website www.noisesharks.com (our site). WHO WE ARE AND HOW TO CONTACT US

We are Noisesharks Limited, a company registered in England with company number 10670071 whose registered office is at Flat 514, Hallmark Court, 6 Ursula Gould Way, London E14 7FE. Email support@noisesharks.com.

BY USING OUR SITE YOU ACCEPT THESE TERMS

By using our site you confirm that you accept these terms of use and that you agree to comply with them.

If you do not agree to these terms, you must not use our site.

We recommend that you print a copy of these terms for future reference.

THERE ARE OTHER TERMS THAT MAY APPLY TO YOU

These terms of use refer to the following additional terms, which also apply to your use of our site:

  • Our Privacy and Cookies Policy [INSERT AS LINK], which sets out the terms on which we process any personal data we collect from you, or that you provide to us, and information about cookies on our site. By using our site, you consent to such processing and you warrant that all data provided by you is accurate.

  • Our Acceptable Use Policy below [INSERT AS LINK, which sets out the permitted uses and prohibited uses of our site. When using our site, you must comply with this Acceptable Use Policy.

    If you register to use our services our Terms and Conditions will also apply whether you are a professional member subscriber insert link to terms) or a private member insert link to terms).

    WE MAY MAKE CHANGES TO THESE TERMS

    We amend these terms from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time.

    WE MAY MAKE CHANGES TO OUR SITE

    We may update and change our site from time to time to reflect changes to our services, our

users’ needs and our business priorities.

WE MAY SUSPEND OR WITHDRAW OUR SITE

Our site is made available free of charge. Some of the services on our site are also made free of charge.

We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

Although our site is directed to those living both within or outside of the United Kingdom, we do not represent that content available on or through our site is appropriate for use or available in other locations outside of the UK.

YOU MUST KEEP YOUR ACCOUNT DETAILS SAFE

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.

If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at support@noisesharks.com

HOW YOU MAY USE MATERIAL ON OUR SITE

We are the owner or the licensee of all intellectual property rights in our site and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.

You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

DO NOT RELY ON INFORMATION ON THIS SITE

The content on our site and App is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.

Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site or is accurate, complete or up to date.

WE ARE NOT RESPONSIBLE FOR WEBSITES WE LINK TO

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

We have no control over the contents of those sites or resources.

USER-GENERATED CONTENT IS NOT APPROVED BY US

This website will include information and materials uploaded by other users of the site, including professional details and qualifications, skillsets, videos and may also include bulletin boards and chat rooms. This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not represent our views or values.

If you wish to complain about information and materials uploaded by other users please contact us by email to support@noisesharks.com.

OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU Whether you are a consumer or a business user:

  • We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

  • Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any products to you, which will be set out in our Terms and conditions of supply.

    If you are a business user:

• We exclude all implied conditions, warranties, representations or other terms that may

apply to our site or any content on it.
• We will not be liable to you for any loss or damage, whether in contract, tort (including

negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

• use of, or inability to use, our site; or
• use of or reliance on any content displayed on our site; • In particular, we will not be liable for:
• loss of profits, sales, business, or revenue;
• business interruption;
• loss of anticipated savings;
• loss of business opportunity, goodwill or reputation; or • any indirect or consequential loss or damage.

If you are a consumer user:

  • Please note that we only provide the free access to our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

  • If defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

    UPLOADING CONTENT TO OUR SITE

    Whenever you make use of a feature that allows you to upload content to our site, or to make contact with other users of our site, you must comply with the content standards set out in our Acceptable Use Policy.

    You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

    Any content you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of our site a limited licence to use, store and copy that content and to distribute and make it available to third parties. The rights you license to us are described in Rights you are giving us to use material you upload.

    We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.

    We have the right to remove any posting you make on our site if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy.

You are solely responsible for securing and backing up your content.

RIGHTS YOU ARE GIVING US TO USE MATERIAL YOU UPLOAD

When you upload or post content to our site, you grant us full rights to use, re-post and deal with all such content provided we deal with it in a fair and reasonable way.

WE ARE NOT RESPONSIBLE FOR VIRUSES AND YOU MUST NOT INTRODUCE THEM

We do not guarantee that our site will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

RULES ABOUT LINKING TO OUR SITE

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link to our site in any website that is not owned by you.

Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.

We reserve the right to withdraw linking permission without notice.

The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy (see below).

WHICH COUNTRY’S LAWS APPLY TO ANY DISPUTES?

These terms of use, their subject matter and their formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction.

USE OF OUR TRADE MARKS

You are not permitted to use any of our trademarks, whether they are registered or not,

without our approval, unless they are part of material you are using as permitted under How you may use material on our site.

Website acceptable use policy

This acceptable use policy sets out the terms between you and us under which you may access our website.

PROHIBITED USES

You may use our site only for lawful purposes. You may not use our site:

  • In any way that breaches any applicable local, national or international law or regulation.
  • In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
  • For the purpose of harming or attempting to harm minors in any way.
  • To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards below.
  • To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
  • To knowingly transmit any data, send or upload any material that contains viruses.
  • Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

You also agree:

  • Not to reproduce, duplicate copy or re-sell any part of our site in contravention of the provisions of our terms of website use above;
  • Not to access without authority, interfere with, damage or disrupt:any part of our site;
  • any equipment or network on which our site is stored;
  • any software used in the provision of our site; or
  • any equipment or network or software owned or used by any third party.

INTERACTIVE SERVICES

We may from time to time provide interactive services on our site, including, without limitation:

Chat rooms.
Bulletin boards. (interactive services).

Where we do provide any interactive service, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).

We will do our best to assess any possible risks for users from third parties when they use any interactive service provided on our site, and we will decide in each case whether it is

appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any interactive service we provide on our site, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.

The use of any of our interactive services by a minor is subject to the consent of their parent or guardian. We advise parents who permit their children to use an interactive service that it is important that they communicate with their children about their safety online, as moderation is not foolproof. Minors who are using any interactive service should be made aware of the potential risks to them.

Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.

CONTENT STANDARDS

These content standards apply to any and all material which you contribute to our site (contributions), and to any interactive services associated with it.

You must comply with the spirit and the letter of the following standards. The standards apply to each part of any contribution as well as to its whole.

Contributions must:

  • Be accurate (where they state facts).
  • Be genuinely held (where they state opinions).
  • Comply with applicable law in the UK and in any country from which they are posted.

Contributions must not:

  • Contain any material which is defamatory of any person.
  • Contain any material which is obscene, offensive, hateful or inflammatory.
  • Promote sexually explicit material.
  • Promote violence.
  • Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
  • Infringe any copyright, database right or trade mark of any other person.
  • Be likely to deceive any person.
  • Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
  • Promote any illegal activity.
  • Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety.
  • Be likely to harass, upset, embarrass alarm or annoy any other person.
  • Be used to impersonate any person, or to misrepresent your identity or affiliation with any person.
  • Give the impression that they emanate from us, if this is not the case.
  • Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

SUSPENSION AND TERMINATION

We will determine, in our discretion, whether there has been a breach of this acceptable use policy through your use of our site. When a breach of this policy has occurred, we may take such action as we deem appropriate.

Failure to comply with this acceptable use policy constitutes a material breach of the terms of use [INSERT AS LINK TO TERMS OF USE] upon which you are permitted to use our site, and may result in our taking all or any of the following actions:

  • Immediate, temporary or permanent withdrawal of your right to use our site.
  • Immediate, temporary or permanent removal of any posting or material uploaded by you to our site.
  • Issue of a warning to you.
  • Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
  • Further legal action against you.
  • Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

We exclude liability for actions taken in response to breaches of this acceptable use policy. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.

CHANGES

We may revise this user and acceptable use policy at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are legally binding on you. Some of the provisions contained in this acceptable use policy may also be superseded by provisions or notices published elsewhere on our site.